Table of Contents
As filed with the Securities and Exchange Commission on November 3, 2004.
Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NRG Energy, Inc.*
(Exact name of registrant as specified in its charter)
 	 	 	 	 	
Delaware	 	4911	 	41-1724239	
(State or other jurisdiction of
incorporation or organization)	 	(Primary Standard Industrial
Classification Number)	 	(I.R.S. Employer
Identification No.)	

901 Marquette Avenue, Suite 2300
Minneapolis, Minnesota 55402
Telephone: (612) 373-5300
(Address, including zip code, and telephone number,
including area code, of registrants’ principal executive offices)

Timothy W.J. O’Brien
Vice President and General Counsel
901 Marquette Avenue, Suite 2300
Minneapolis, Minnesota 55402
Telephone: (612) 373-5300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gerald T. Nowak
Kirkland & Ellis LLP
200 E. Randolph Drive
Chicago, Illinois 60601
Telephone: (312) 861-2000

* The Co-Registrants listed on the next page are also included in this Form S-4 Registration Statement as additional Registrants.

    Approximate date of commencement of proposed sale of the securities to the public: The exchange will occur as soon as practicable after the effective date of this Registration Statement.

    If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.     o

    If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

    If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

CALCULATION OF REGISTRATION FEE

	

	
 	 	Proposed Maximum	 	Amount of	
Title of Each Class of	 	Amount	 	Offering Price	 	Registration	
Securities to be Registered	 	to be Registered	 	Per Unit(1)	 	Fee	

	
8% Second Priority Senior Secured Notes due 2013, Series B	 	$1,725,000,000	 	100%	 	$218,558(1)	

	
Guarantees on Second Priority Senior Secured Notes(2)	 	—	 	—	 	(3)	

	

	

(1) 	Calculated in accordance with Rule 457 under the Securities Act of 1933, as amended.	
 	 	
(2) 	8% Second Priority Senior Secured Notes due 2013, Series B, will be issued by NRG Energy, Inc. (the “Issuer”) and guaranteed by certain of the Issuer’s domestic subsidiaries. No separate consideration will be received for the issuance of these guarantees.	
 	 	
(3) 	Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees being registered hereby.	
    The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents
 	 	 	 	 	
 	 	 	 	I.R.S. Employer	
Exact Name of Additional Registrants*	 	Jurisdiction of Formation	 	Identification No.	

	 	

	 	

	
Arthur Kill Power LLC	 	Delaware	 	41-1937649	
Astoria Gas Turbine Power LLC	 	Delaware	 	41-1937470	
Berrians I Gas Turbine Power LLC	 	Delaware	 	41-2008755	
Big Cajun II Unit 4 LLC	 	Delaware	 	41-2018822	
Capistrano Cogeneration Company	 	California	 	33-0206988	
Chickahominy River Energy Corp.	 	Virginia	 	13-3469941	
Commonwealth Atlantic Power LLC	 	Delaware	 	41-2013264	
Conemaugh Power LLC	 	Delaware	 	41-1973743	
Connecticut Jet Power LLC	 	Delaware	 	41-1949386	
Devon Power LLC	 	Delaware	 	41-1949385	
Dunkirk Power LLC	 	Delaware	 	41-1937466	
Eastern Sierra Energy Company	 	California	 	33-0299028	
El Segundo Power II LLC	 	Delaware	 	76-0663675	
Hanover Energy Company	 	California	 	33-0334380	
Huntley Power LLC	 	Delaware	 	41-1937468	
Indian River Operations Inc.	 	Delaware	 	41-1973349	
Indian River Power LLC	 	Delaware	 	41-1973747	
James River Power LLC	 	Delaware	 	41-2013263	
Kaufman Cogen LP	 	Delaware	 	76-0606757	
Keystone Power LLC	 	Delaware	 	41-1973744	
Louisiana Generating LLC	 	Delaware	 	41-1870498	
MidAtlantic Generation Holding LLC	 	Delaware	 	41-1985061	
Middletown Power LLC	 	Delaware	 	41-1949384	
Montville Power LLC	 	Delaware	 	41-1949383	
NEO California Power LLC	 	Delaware	 	41-1986204	
NEO Chester-Gen LLC	 	Delaware	 	41-1980236	
NEO Corporation	 	Minnesota	 	41-1753235	
NEO Freehold-Gen LLC	 	Delaware	 	41-1980237	
NEO Landfill Gas Holdings Inc.	 	Delaware	 	41-1854641	
NEO Power Services Inc.	 	Delaware	 	23-3043507	
Northeast Generation Holding LLC	 	Delaware	 	41-1939544	
Norwalk Power LLC	 	Delaware	 	41-1949381	
NRG Affiliate Services Inc.	 	Delaware	 	41-1960764	
NRG Arthur Kill Operations Inc.	 	Delaware	 	41-1939116	
NRG Asia-Pacific, Ltd.	 	Delaware	 	98-0138856	
NRG Astoria Gas Turbine Operations, Inc.	 	Delaware	 	41-1939115	
NRG Bayou Cove LLC	 	Delaware	 	41-2016940	
NRG Cabrillo Power Operations Inc.	 	Delaware	 	41-1938132	
NRG Cadillac Operations Inc.	 	Delaware	 	41-1910726	
NRG California Peaker Operations LLC	 	Delaware	 	20-0088453	
NRG Central U.S. LLC	 	Delaware	 	41-1963214	
NRG Connecticut Affiliate Services Inc.	 	Delaware	 	41-1952333	
NRG Devon Operations Inc.	 	Delaware	 	41-1950239	
NRG Dunkirk Operations Inc.	 	Delaware	 	41-1939114	
NRG Eastern LLC	 	Delaware	 	41-1939543	

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 	 	 	 	I.R.S. Employer	
Exact Name of Additional Registrants*	 	Jurisdiction of Formation	 	Identification No.	

	 	

	 	

	
NRG El Segundo Operations Inc.	 	Delaware	 	41-1929997	
NRG Huntley Operations Inc.	 	Delaware	 	41-1939118	
NRG International LLC	 	Delaware	 	41-1744096	
NRG Kaufman LLC	 	Delaware	 	74-2982419	
NRG Mesquite LLC	 	Delaware	 	74-2982421	
NRG MidAtlantic Affiliate Services Inc.	 	Delaware	 	41-1996587	
NRG MidAtlantic Generating LLC	 	Delaware	 	41-1973740	
NRG MidAtlantic LLC	 	Delaware	 	41-1985062	
NRG Middletown Operations Inc.	 	Delaware	 	41-1950236	
NRG Montville Operations Inc.	 	Delaware	 	41-1950237	
NRG New Jersey Energy Sales LLC	 	Delaware	 	03-0412726	
NRG New Roads Holdings LLC	 	Delaware	 	41-1968966	
NRG North Central Operations Inc.	 	Delaware	 	41-2004025	
NRG Northeast Affiliate Services Inc.	 	Delaware	 	41-1940300	
NRG Northeast Generating LLC	 	Delaware	 	41-1937472	
NRG Norwalk Harbor Operations Inc.	 	Delaware	 	41-1950238	
NRG Operating Services, Inc.	 	Delaware	 	41-1744095	
NRG Oswego Harbor Power Operations Inc.	 	Delaware	 	41-1939117	
NRG Power Marketing Inc.	 	Delaware	 	41-1910737	
NRG Rocky Road LLC	 	Delaware	 	41-1959448	
NRG Saguaro Operations Inc.	 	Delaware	 	41-2013262	
NRG South Central Affiliate Services Inc.	 	Delaware	 	41-1996193	
NRG South Central Generating LLC	 	Delaware	 	41-1963217	
NRG South Central Operations Inc.	 	Delaware	 	41-2002465	
NRG West Coast LLC	 	Delaware	 	41-1942517	
NRG Western Affiliate Services Inc.	 	Delaware	 	41-1949168	
Oswego Harbor Power LLC	 	Delaware	 	41-1937465	
Saguaro Power LLC	 	Delaware	 	41-2013654	
Somerset Operations Inc.	 	Delaware	 	41-1923722	
Somerset Power LLC	 	Delaware	 	41-1924606	
South Central Generation Holding LLC	 	Delaware	 	41-1963212	
Vienna Operations Inc.	 	Delaware	 	41-1973351	
Vienna Power LLC	 	Delaware	 	41-1973745	

 	 	
* 	The address for each of the additional Registrants is c/o NRG Energy, Inc., 901 Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402, Telephone: (612) 373-5300. The primary standard industrial classification number for each of the additional Registrants is 4911.	
      The name, address, including zip code of the agent for service for each of the additional Registrants is Timothy W.J. O’Brien, Vice President and General Counsel of NRG Energy, Inc., 901 Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402, Telephone: (612) 373-5300.

Table of Contents
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell nor is it an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.	
SUBJECT TO COMPLETION, DATED NOVEMBER 3, 2004

PROSPECTUS

NRG Energy, Inc.

Exchange Offer for
$1,725,000,000
8% Second Priority Senior Secured Notes due 2013

We are offering to exchange:

up to $1,725,000,000 of our new 8% Second Priority Senior Secured Notes due 2013, Series B

for

a like amount of our outstanding 8% Second Priority Senior Secured Notes due 2013.

Material Terms of Exchange Offer:
 	 	
          • 	The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.	
 	 	
          • 	The exchange notes will be guaranteed jointly and severally by each of our current and future restricted subsidiaries other than the Excluded Subsidiaries (as defined under “Description of Notes — Certain Definitions”).	
 	 	
          • 	There is no existing public market for the outstanding notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system.	
 	 	
          • 	You may withdraw your tender of notes at any time before the expiration of the exchange offer. We will exchange all of the outstanding notes that are validly tendered and not withdrawn.	
 	 	
          • 	The exchange offer expires at 5:00 p.m., New York City time, on                     , 2004, unless extended.	
 	 	
          • 	The exchange of notes will not be a taxable event for U.S. federal income tax purposes.	
 	 	
          • 	The exchange offer is not subject to any condition other than that it not violate applicable law or any applicable interpretation of the Staff of the SEC.	
 	 	
          • 	We will not receive any proceeds from the exchange offer.	

            For a discussion of certain factors that you should consider before participating in this exchange offer, see “Risk Factors” beginning on page 9 of this prospectus.

          Neither the SEC nor any state securities commission has approved the notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

                      , 2004

      Until                     , 2004, all dealers that, buy, sell or trade the exchange notes, whether or not participating in the exchange offer, may be required to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments and subscriptions.
 	 	 	 	 	 	 	 	 	
 	 	Page	 	 	 	 	

	 	 	 	 	
 Where You Can Find More Information	 	 	i	 	 	 	 	 	
 Incorporation by Reference	 	 	i	 	 	 	 	 	
 Summary	 	 	1	 	 	 	 	 	
 Summary of the Exchange Offer	 	 	3	 	 	 	 	 	
 Summary of Terms of Exchange Notes	 	 	6	 	 	 	 	 	
 Risk Factors	 	 	9	 	 	 	 	 	
 Forward-Looking Statements	 	 	17	 	 	 	 	 	
 Exchange Offer	 	 	19	 	 	 	 	 	
 Use of Proceeds	 	 	26	 	 	 	 	 	
 Capitalization	 	 	28	 	 	 	 	 	
 Selected Historical Financial Data	 	 	29	 	 	 	 	 	
 The Bankruptcy Case	 	 	31	 	 	 	 	 	
 Description of Notes	 	 	34	 	 	 	 	 	
 Certain Federal Income Tax Consequences	 	 	92	 	 	 	 	 	
 Plan of Distribution	 	 	97	 	 	 	 	 	
 Legal Matters	 	 	98	 	 	 	 	 	
 Experts	 	 	98	 	 	 	 	 	
 Certificate of Formation-Berrians I Gas	
 Limited Liability Company Agreement-Berrians	
 Certificate of Formation-Big Cajun II Unit 4	
 Limited Liability Company Agreement-Big Cajun II	
 Articles of Incorporation-Capistrano Cogeneration	
 By-Laws - Capistrano Cogeneration Company	
 Articles of Incorporation-Chickahominy	
 By-Laws - Chickahominy River Energy	
 Articles of Incorporation-Eastern Sierra	
 By-Laws - Eastern Sierra Energy	
 Certificate of Formation-El Segundo Power II	
 Limited Liability Company Agreement-El Segundo	
 Articles of Incorporation-Hanover Energy	
 By-Laws - Hanover Energy	
 Certificate of Incorporation-Indian River	
 By-Laws - Indian River Operations	
 Articles of Incoporation-James River Power	
 Limited Liability Company Agreement-James River	
 Certificate of Limited Partnership-Kaufman Cogen	
 Limited Partnership Agreement-Kaufman Cogen	
 Certificate of Formation-Louisiana Generating	
 Limited Liability Company Agreement-Louisiana	
 Certificate of Formation-NEO California Power	
 Limited Liability Company Agreement-NEO California	
 Certificate of Formation-NEO Chester-Gen	
 Limited Liability Company Agreement-NEO Chester	
 Articles of Incorporation-NEO Corporation	
 By-Laws - NEO Corporation	
 Certificate of Formation-NEO Freehold-Gen	
 Limited Liability Company Agreement-NEO Freehold	
 Certificate of Incorporation-NEO Landfill Gas	
 By-Laws - NEO Landfill	
 Certificate of Incorporation-NEO Power Services	
 By-Laws - NEO Power Services	
 Certificate of Formation-Northeast Generation	
 Limited Liability Company Agreement-Northeast Generating	
 Certificate of Incorporation-NRG Affiliate	
 By-Laws - NRG Affiliate Services	
 Certificate of Incorporation-NRG Arthur Kill	
 By-Laws - NRG Arthur Kill Operations	
 Certificate of Incorporation-NRG Asia-Pacific	
 By-Laws - NRG Asia-Pacific	
 Certificate of Incorporation-NRG Astoria Gas	
 By-Laws - NRG Astoria Gas Turbine Operations	
 Certificate of Formation-NRG Bayou Cove	
 Limited Liability Company Agreement-NRG Bayou Cove	
 Certificate of Incorporation-NRG Cabrillo Power	
 By-Laws - NRG Cabrillo Power	
 Certificate of Incorporation-NRG Cadillac	
 By-Laws - NRG Cadillac Operations	
 Certificate of Formation-NRG California Peaker	
 Limited Liability Company Agreement-NRG California	
 Certificate of Formation-NRG Central US	
 Limited Liability Company Agreement-NRG Central US	
 Certificate of Incorporation-NRG Connecticut	
 By-Laws - NRG Connecticut Affiliate	
 Certificate of Incorporation-NRG Devon Operations	
 By-Laws - NRG Devon Operations	
 Certificate of Incorporation-NRG Dunkirk	
 By-Laws - NRG Dunkirk Operations	
 Certificate of Formation-NRG Eastern	
 Limited Liability Company Agreement-NRG Eastern	
 Certificate of Incorporation-NRG El Segundo	
 By-Laws - NRG El Segundo Operations	
 Certificate of Incorporation-NRG Huntley	
 By-Laws - NRG Huntley Operations	
 Certificate of Formation-NRG International	
 Limited Liability Company Agreement-NRG International	
 Certificate of Formation-NRG Kaufman	
 Limited Liability Company Agreement-NRG Kaufman	
 Certificate of Formation-NRG Mesquite	
 Limited Liability Company Agreement-NRG Mesquite	
 Certificate of Incorporation-NRG MidAtlantic	
 By-Laws - NRG MidAtlantic	
 Certificate of Formation-NRG MidAtlantic	
 Limited Liability Company Agreement-NRG MidAtlantic	
 Certificate of Incorporation-NRG Middletown	
 By-Laws - NRG Middletown Operations	
 Certificate of Incorporation-NRG Montville	
 By-Laws - NRG Montville Operations	
 Certificate of Formation-NRG New Jersey Energy	
 Limited Liability Company Agreement-NRG New Jersey	
 Certificate of Incorporation-NRG North Central	
 By-Laws - NRG North Central Operations	
 Certificate of Incorporation-NRG Northeast	
 By-Laws - NRG Northeast Affiliate Services	
 Certificate of Incorporation-NRG Norwalk Harbor	
 By-Laws - NRG Norwalk Harbor Operations	
 Certificate of Incorporation-NRG Operating Service	
 By-Laws - NRG Operating Services	
 Certificate of Incorporation-NRG Oswego Harbor	
 By-Laws - NRG Oswego Harbor Power Operations	
 Certificate of Incorporation-NRG Power Marketing	
 By-Laws - NRG Power Marketing	
 Certificate of Incorporation-NRG Saguaro Operations	
 By-Laws - NRG Saguaro Operations	
 Certificate of Incorporation-NRG South Central	
 By-Laws - NRG South Central Affiliate Services	
 Certificate of Incorporation-NRG South Central	
 By-Laws - NRG South Central Operations	
 Certificate of Formation-NRG West Coast	
 Limited Liability Company Agreement-NRG West Coast	
 Certificate of Incorporation-NRG Western Affiliate	
 By-Laws - NRG Western Affiliate Services	
 Certificate of Incorporation-Somerset Operations	
 By-Laws - Somerset Operations	
 Certificate of Formation-South Central Generation	
 Limited Liability Company Agreement-South Central	
 Certificate of Incorporation-Vienna Operations	
 By-Laws - Vienna Operations	
 Certificate of Formation-Arthur Kill Power	
 Certificate of Formation-Astoria Gas Turbine Power	
 Certificate of Formation-Connecticut Jet Power	
 Certificate of Formation-Devon Power	
 Certificate of Formation-Dunkirk Power	
 Certificate of Formation-Huntley Power	
 Certificate of Formation-Middletown Power	
 Certificate of Formation-Montville Power	
 Certificate of Formation-Norwalk Power	
 Certificate of Formation-NRG New Roads Holdings	
 Certificate of Formation-NRG Northeast Generating	
 Certificate of Formation-NRG South Central Generating	
 Certificate of Formation-Oswego Harbor Power	
 Certificate of Formation-Somerset Power	
 Form of Amended/Restated Limited Liability Agreement	
 Certificate of Formation-Commonwealth Atlantic	
 Certificate of Formation-Conemaugh Power	
 Certificate of Formation-Indian River Power	
 Certificate of Formation-Keystone Power	
 Certificate of Formation-MidAtlantic Generation	
 Certificate of Formation-NRG MidAtlantic	
 Certificate of Formation-NRG Rocky Road	
 Certificate of Formation-Saguaro Power	
 Certificate of Formation-Vienna Power	
 Form of Amended/Restated Limited Liability Agreement	
 Opinion/Consent of Kirkland & Ellis LLP	
 Opinion/Consent of Leonard, Street and Deinard	
 Opinion/Consent of Williams Mullen	
 Opinion/Consent of Kirkland & Ellis LLP	
 Statement re: Compuation of Ratios	
 Consent of PricewaterhouseCoopers LLP	
 Statement of Eligibility of Trustee on Form T-1	
 Form of Letter of Transmittal	
 Form of Tender Instructions	
 Form of Notice of Guaranteed Delivery	

      In this prospectus, unless the context requires otherwise: (i) “NRG Energy,” “NRG,” “we,” “us” and “our” refer to NRG Energy, Inc. and its subsidiaries; and (ii) “Issuer” refers to NRG Energy, Inc., exclusive of its subsidiaries.

      NRG Energy, Inc. is a Delaware corporation. Our principal executive office is located at 901 Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402-3265, and our telephone number at that address is (612) 373-5300. Our website is located at www.nrgenergy.com. The information on, or linked to, our website is not part of this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other information with the SEC. You can inspect and copy these reports, proxy statements and other information at the Public Reference Room of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain copies of these materials from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings will also be available to you on the SEC’s website. The address of this site is http://www.sec.gov.

INCORPORATION BY REFERENCE

      The SEC allows us to “incorporate by reference” the information we file with them into this prospectus, which means that we can disclose important information to you by referring you to those documents and those documents will be considered part of this prospectus. Information that we file later with the SEC will automatically update and supersede the previously filed information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the completion of the exchange offer.

      1. Our annual report on Form 10-K for the year ended December 31, 2003 filed on March 16, 2004, as amended on April 29, 2004 and November 3, 2004, which we refer to as the “Form 10-K.”

      2. Our quarterly reports on Form 10-Q for the quarter ended March 31, 2004, filed May 10, 2004 and for the quarter ended June 30, 2004, filed on August 9, 2004, as amended on November 3, 2004.

      3. Our current reports on Form 8-K filed on January 7, 2004, January 30, 2004, March 2, 2004, March 11, 2004, March 16, 2004, three Forms 8-K filed on May 3, 2004, May 7, 2004, May 11, 2004, May 25, 2004, July 2, 2004, July 12, 2004, August 5, 2004, August 25, 2004 and September 14, 2004.

      4. Our definitive proxy statement on Schedule 14A filed on July 12, 2004.

i

Table of Contents

      If you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of any or all of the information incorporated by reference in this prospectus. Any such request should be directed to:

NRG Energy, Inc.
901 Marquette Avenue, Suite 2300
Minneapolis, Minnesota 55402-3265
(612) 373-5300

      You should rely only on the information contained in, or incorporated by reference in, this prospectus. We have not authorized anyone else to provide you with different or additional information. This prospectus does not offer to sell or solicit any offer to buy any notes in any jurisdiction where the offer or sale is unlawful. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.

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SUMMARY

     The following summary does not contain all the information that may be important to you and is qualified in its entirety by the more detailed information appearing elsewhere in this prospectus. You should read the entire prospectus, especially the risks set forth under the heading “Risk Factors” before making an investment decision. All references to “MW” or megawatt in this prospectus have been adjusted by NRG’s net ownership percentage in the applicable region or of the applicable facility.

Overview of NRG

      We are a wholesale power generation company, primarily engaged in the ownership and operation of power generation facilities and the sale of energy, capacity and related products in the United States and internationally. We have a diverse portfolio of electric generation facilities in terms of geography, fuel type, and dispatch levels. We seek to maximize operating income through the efficient procurement and trading of fuel supplies and transportation related services, and the marketing and trading of energy, capacity and ancillary services into attractive spot, intermediate and long-term markets.

      As of June 30, 2004, we owned interests in 55 power projects in five countries having an aggregate net generation capacity of approximately 18,000 megawatts, or “MW.”

      Our two principal objectives are: 1.) To maximize the operating performance of our entire portfolio and, 2.) To protect and enhance the market value of our physical and contractual assets through the execution of asset focused risk management, marketing and trading strategies within well-defined risk and liquidity guidelines. We will develop the assets in our core regions into integrated businesses well suited to serving the requirements of the load-serving entities in our core markets. Our business will involve the reinvestment of capital in our existing assets for reasons of life extension, repowering, expansion, environmental remediation, operating efficiency, greater fuel optionality, greater merit order diversity, enhanced portfolio effect or for alternative use, among other reasons. Our business also may involve acquisitions intended to complement the asset portfolios in our core regions, and from time to time we may also consider and undertake other merger and acquisition transactions that are consistent with our “core region” strategy.

The Bankruptcy Case

      On May 14, 2003, we and 25 of our direct and indirect wholly owned subsidiaries commenced voluntary petitions under chapter 11 of the bankruptcy code in the United States Bankruptcy Court for the Southern District of New York, or “the bankruptcy court.” During the bankruptcy proceedings, we continued to conduct our business and manage our properties as debtors in possession pursuant to sections 1107(a) and 1108 of the bankruptcy code. Our subsidiaries that own our international operations, and certain other subsidiaries, were not part of these chapter 11 cases or any of the subsequent bankruptcy filings. On November 24, 2003, the bankruptcy court entered an order confirming the plan of reorganization, or the “NRG plan of reorganization,” for NRG Energy, Inc., NRG Power Marketing Inc., NRG Capital LLC, NRG Finance Company I LLC and NRGenerating Holdings (No. 23) B.V., which we refer to collectively as the “NRG plan debtors,” and the plan became effective on December 5, 2003. For more information regarding the bankruptcy case, see “The Bankruptcy Case.”

Fresh Start Reporting

      As a result of our emergence from bankruptcy, we have adopted Fresh Start reporting, or “Fresh Start.” Under Fresh Start, our confirmed enterprise value has been allocated to our assets and liabilities based on their respective fair values in conformity with the purchase method of accounting for business combinations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Reorganization and Emergence from Bankruptcy” incorporated by reference in this prospectus.

The Refinancing Transactions; Use of Proceeds

      On December 23, 2003, we:
 	 	 	
 	• 	issued $1.25 billion of our 8% Second Priority Senior Secured Notes due 2013;	
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 	• 	entered into a senior credit facility, the “Senior Credit Facility,” which includes both: (i) a $250.0 million revolving credit facility, or the “revolving credit facility,” that was undrawn at closing, and (ii) a $1.2 billion term loan B facility, or “term loan facility”; and	
 	 	 	
 	• 	applied the proceeds from the issuance and sale of the notes, initial borrowings under the term loan facility and cash on hand as described below.	
      On January 28, 2004, we:
 	 	 	
 	• 	issued $475.0 million of our 8% Second Priority Senior Secured Notes due 2013 in a tack-on offering, or the “tack-on offering.” The $1.25 billion of 8% Second Priority Senior Secured Notes due 2013 issued on December 23, 2003 and the $475.0 million of 8% Second Priority Senior Secured Notes due 2013 issued on January 28, 2004 together constitute the “outstanding notes.”	
      In this prospectus, we refer to the foregoing as the “Refinancing Transactions.” We used the net proceeds from the $1,250.0 million offering of the outstanding notes, initial borrowings under the Senior Credit Facility and cash, to, among other things:
 	 	 	
 	• 	repay certain notes (including accrued interest) issued by NRG Northeast Generating LLC, which we refer to as the “Northeast Genco Notes”;	
 	 	 	
 	• 	repay certain notes (including accrued interest) issued by NRG South Central Generating, which we refer to as the “South Central Notes”;	
 	 	 	
 	• 	repay certain indebtedness (including accrued interest) of NRG MidAtlantic Generating LLC, which we refer to as the “MidAtlantic Obligations”;	
 	 	 	
 	• 	pay a settlement amount associated with the repayment of the Northeast Genco Notes and the South Central Notes;	
 	 	 	
 	• 	make a $500.0 million distribution to certain of our former unsecured creditors pursuant to the NRG plan of reorganization;	
 	 	 	
 	• 	pre-fund a $250.0 million letter of credit subfacility under the Senior Credit Facility; and	
 	 	 	
 	• 	pay fees and expenses related to the offering of the outstanding notes and the Senior Credit Facility.	
      We used the net proceeds from the $475.0 million tack-on offering to repay a portion of the Senior Credit Facility.

      This exchange offer is intended to satisfy certain of our obligations under registration rights agreements. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated in this prospectus, we will receive outstanding notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus. For more information, see “Use of Proceeds.”

Recent Developments

Change in Independent Registered Public Accounting Firm

      On May 3, 2004, we announced that we had initiated a search for a new independent registered public accounting firm because PricewaterhouseCoopers LLP, our previous independent registered public accounting firm, informed us that they would not be standing for re-election as our independent registered public accounting firm for the year ended December 31, 2004. For each of the two fiscal years ended December 31, 2002 and 2003 and for the period from January 1, 2004 through April 27, 2004, there had been no disagreements with PricewaterhouseCoopers on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

      On May 25, 2004, we announced that the audit committee of our board of directors had engaged KPMG LLP to serve as our independent registered public accounting firm going forward. On August 4, 2004, the stockholders of NRG Energy, Inc. ratified the appointment of KPMG as our independent registered public accounting firm at our 2004 Annual Meeting of Stockholders. KPMG’s engagement with us commenced with its review of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.

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SUMMARY OF THE EXCHANGE OFFER

The Initial Offerings of Outstanding Notes	 	We sold $1.25 billion principal amount of the outstanding notes on December 23, 2003 to Lehman Brothers, Inc., Credit Suisse First Boston LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. We collectively refer to those parties in this prospectus as the “initial purchasers.” We sold $475.0 million principal amount of the outstanding notes on January 28, 2004 to Credit Suisse First Boston LLC and Lehman Brothers, Inc. The initial purchasers subsequently resold the outstanding notes: (i) to qualified institutional buyers pursuant to Rule 144A; or (ii) outside the United States in compliance with Regulation S, each as promulgated under the Securities Act of 1933, as amended, or the “Securities Act.”	
 	 	 	
Registration Rights Agreement	 	Simultaneously with the initial sales of the outstanding notes, we entered into registration rights agreements for the exchange offer. In the registration rights agreements, we agreed, among other things, to use our reasonable best efforts to file a registration statement with the SEC and to complete this exchange offer within 240 days of the December 23, 2003 issuance of outstanding notes. The exchange offer is intended to satisfy your rights under the registration rights agreements. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes.	
 	 	 	
The Exchange Offer	 	We are offering to exchange the exchange notes, which have been registered under the Securities Act, for your outstanding notes, which were issued on December 23, 2003 and January 28, 2004 in the initial offerings. In order to be exchanged, an outstanding note must be properly tendered and accepted. All outstanding notes that are validly tendered and not validly withdrawn will be exchanged. We will issue exchange notes promptly after the expiration of the exchange offer.	
 	 	 	
Resales	 	We believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act provided that:	
 	 	 	
 	 	• the exchange notes are being acquired in the ordinary course of your business;	
 	 	 	
 	 	• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer; and	
 	 	 	
 	 	• you are not an affiliate of ours.	
 	 	 	
 	 	If any of these conditions are not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability.	
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 	 	Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes that were acquired by that broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes issued to it in the exchange offer.	
 	 	 	
Record Date	 	We mailed this prospectus and the related exchange offer documents to registered holders of outstanding notes on                     , 2004.	
 	 	 	
Expiration Date	 	The exchange offer will expire at 5:00 p.m., New York City time,                     , 2004, unless we decide to extend the expiration date.	
 	 	 	
Conditions to the Exchange Offer	 	The exchange offer is not subject to any condition other than that the exchange offer not violate applicable law or any applicable interpretation of the staff of the SEC.	
 	 	 	
Procedures for Tendering Outstanding Notes	 	If you wish to tender your notes for exchange in this exchange offer, you must transmit to the exchange agent on or before the expiration date either:	
 	 	 	
 	 	• an original or a facsimile of a properly completed and duly executed copy of the letter of transmittal, which accompanies this prospectus, together with your outstanding notes and any other documentation required by the letter of transmittal, at the address provided on the cover page of the letter of transmittal; or	
 	 	 	
 	 	• if the notes you own are held of record by The Depository Trust Company, or “DTC,” in book-entry form and you are making delivery by book-entry transfer, a computer-generated message transmitted by means of the Automated Tender Offer Program System of DTC, or “ATOP,” in which you acknowledge and agree to be bound by the terms of the letter of transmittal and which, when received by the exchange agent, forms a part of a confirmation of book-entry transfer. As part of the book-entry transfer, DTC will facilitate the exchange of your notes and update your account to reflect the issuance of the exchange notes to you. ATOP allows you to electronically transmit your acceptance of the exchange offer to DTC instead of physically completing and delivering a letter of transmittal to the notes exchange agent.	
 	 	 	
 	 	In addition, you must deliver to the exchange agent on or before the expiration date:	
 	 	 	
 	 	• a timely confirmation of book-entry transfer of your outstanding notes into the account of the notes exchange agent at DTC if you are effecting delivery of book-entry transfer, or	
 	 	 	
 	 	• if necessary, the documents required for compliance with the guaranteed delivery procedures.	
 	 	 	
Special Procedures for Beneficial Owners	 	If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of	
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 	 	outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.	
 	 	 	
Withdrawal Rights	 	You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time on                     , 2004.	
 	 	 	
Federal Income Tax Considerations	 	The exchange of outstanding notes will not be a taxable event for United States federal income tax purposes.	
 	 	 	
Use of Proceeds	 	We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.	
 	 	 	
Exchange Agent	 	Law Debenture Trust Company of New York is serving as the exchange agent in connection with the exchange offer.	
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SUMMARY OF TERMS OF EXCHANGE NOTES

      The form and terms of the exchange notes are the same as the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act. As a result, the exchange notes will not bear legends restricting their transfer and will not contain the registration rights and liquidated damage provisions contained in the outstanding notes. The exchange notes represent the same debt as the outstanding notes. Both the outstanding notes and the exchange notes are governed by the same indenture. Unless the context otherwise requires, we use the term “notes” in this prospectus to collectively refer to the outstanding notes and the exchange notes.

Issuer	 	NRG Energy, Inc.	
 	 	 	
Securities Offered	 	$1,725,000,000 in aggregate principal amount of 8% Second Priority Senior Secured Notes due 2013, Series B.	
 	 	 	
Maturity Date	 	December 15, 2013.	
 	 	 	
Interest Payment Dates	 	June 15 and December 15 of each year, commencing on June 15, 2004. Interest on the exchange notes offered hereby will accrue from December 23, 2003.	
 	 	 	
Guarantees	 	The exchange notes will be guaranteed jointly and severally by each of our current and future restricted subsidiaries other than the Excluded Subsidiaries (as defined under “Description of Notes — Certain Definitions”). Significant guarantors include NRG Power Marketing, Inc., Louisiana Generating LLC and its subsidiaries, or “LaGen,” NRG MidAtlantic Generating LLC and its subsidiaries, or “MidAtlantic,” and NRG Northeast Generating LLC and its subsidiaries, or “Northeast.” Each guarantee will rank  pari passu  with all existing and future senior indebtedness of that guarantor and will be senior in right of payment to all existing and future subordinated indebtedness of that guarantor.	
 	 	 	
Ranking	 	The exchange notes will be our senior obligations and will rank pari passu in right of payment with all our existing and future senior indebtedness, including the outstanding notes and indebtedness under the Senior Credit Facility. The exchange notes will be senior in right of payment to all our existing and future subordinated indebtedness.	
 	 	 	
 	 	However, because the exchange notes will be guaranteed by only certain of our subsidiaries, they will be effectively junior to all indebtedness and other liabilities, including trade payables, of those subsidiaries that do not guarantee the exchange notes. Our guarantor subsidiaries accounted for approximately 68% of our revenues from wholly owned operations and approximately 8.4% of our consolidated EBITDA for the year ended December 31, 2003 and held approximately 57% of our consolidated assets as of June 30, 2004. Our non-guarantor subsidiaries had approximately $1.6 billion in aggregate principal amount of external funded indebtedness as of June 30, 2004. Our outstanding consolidated trade payables were $137.0 million as of June 30, 2004. Approximately 37% of these trade payables constituted obligations of NRG and our guarantor subsidiaries.	
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 	 	See “Risk Factors — Risks Related to this Offering — We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the exchange notes.”	
 	 	 	
 	 	As of June 30, 2004 relating to our continuing operations, we had approximately $4.0 billion in aggregate principal amount of indebtedness outstanding, of which $693.0 million was secured by a first-priority lien on the collateral securing the notes, and approximately $250.0 million available for future borrowings under the Senior Credit Facility and $1.6 billion (which would have been held by our non-guarantor subsidiaries) was structurally senior to the notes.	
 	 	 	
Collateral	 	Our obligations under the exchange notes will be secured by a second priority security interest in the collateral granted to the collateral trustee for the benefit of the holders of the outstanding notes, the exchange notes offered hereby and other future parity lien debt that may be issued under the indenture. These liens will be junior in priority to the liens on this same collateral securing the Senior Credit Facility. The obligations under the Senior Credit Facility are also secured by certain additional collateral that has not been pledged to secure the exchange notes.	
 	 	 	
 	 	The collateral securing the exchange notes will be all of the property and assets owned or acquired any time by us and the guarantors, except for (i) any lease, license, contract, property right or agreement of NRG or any guarantor, if and only for so long as the grant of a security interest under the security documents would result in a breach, termination, default or invalidity under that lease, license, contract, property right or agreement; (ii) certain interests in real property owned or leased by NRG and any guarantor; (iii) equity interests in certain of our project affiliates that have non-recourse debt financing; (iv) any voting equity interests in excess of 66% of the total outstanding voting equity interest of certain of our foreign subsidiaries; (v) certain equity interests in entities that are jointly owned by us with one or more third parties; (vi) the Xcel Energy cash contribution; and (vii) certain other limited exclusions. For more information, see “Description of Notes — Security” and “Description of Notes — Certain Definitions — Excluded Assets.”	
 	 	 	
Optional Redemption	 	On or after December 15, 2008, we may redeem some or all of the exchange notes at the redemption prices set forth under “Description of Notes — Optional Redemption.”	
 	 	 	
 	 	Prior to December 15, 2006, we may redeem up to 35% of the exchange notes issued under the indenture with the net cash proceeds of certain equity offerings, provided at least 65% of the aggregate principal amount of the exchange notes issued under the indenture remains outstanding after the redemption.	
 	 	 	
Change of Control	 	Upon the occurrence of a change of control, holders of the exchange notes will have the right, subject to certain conditions, to require us to repurchase their exchange notes at a price equal to 101% of their principal amount plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase.	
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Covenants	 	We issued the outstanding notes under the indenture, dated as of December 23, 2003, with Law Debenture Trust Company of New York, as trustee. The indenture under which the outstanding notes were issued will govern the exchange notes. The indenture limits our ability and the ability of the restricted subsidiaries to, among other things:	
 	 	 	
 	 	• incur additional indebtedness and issue preferred stock;	
 	 	 	
 	 	• make restricted payments;	
 	 	 	
 	 	• place restrictions on our restricted subsidiaries to pay dividends or make other distributions to us;	
 	 	 	
 	 	• make investments;	
 	 	 	
 	 	• sell assets;	
 	 	 	
 	 	• enter into transactions with affiliates;	
 	 	 	
 	 	• merge or consolidate with other entities;	
 	 	 	
 	 	• create or incur liens; and	
 	 	 	
 	 	• enter into sale and leaseback transactions.	
 	 	 	
 	 	Each of the covenants is subject to a number of important exceptions and qualifications. See “Description of Notes — Certain Covenants.”	
Risk Factors

      You should refer to the section entitled “Risk Factors” elsewhere in this prospectus for an explanation of certain risks of participating in the exchange offer.

Additional Information

      Our principal executive office is located at 901 Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402-3265, and our telephone number is (612) 373-5300.

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RISK FACTORS

     You should carefully consider the risks and uncertainties described below and the other information contained and incorporated by reference in this prospectus before you decide whether to exchange your outstanding notes in this offering. The risks and uncertainties described below are not the only ones we may face. The following risks, together with additional risks and uncertainties not currently known to us or that we may currently deem immaterial, could impair our financial condition and results of operations.

Risks Associated with the Exchange Offer

 	Because there is no public market for the exchange notes, you may not be able to resell your exchange notes.	
      The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market, and there can be no assurance as to:
 	 	 	
 	• 	the liquidity of any trading market that may develop;	
 	 	 	
 	• 	the ability of holders to sell their exchange notes; or	
 	 	 	
 	• 	the price at which the holders would be able to sell their exchange notes.	
      If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar debentures and our financial performance.

      We understand that the initial purchasers presently intend to make a market in the notes. However, they are not obligated to do so, and any market-making activity with respect to the notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. There can be no assurance that an active trading market will exist for the notes or that any trading market that does develop will be liquid.

      In addition, any holder of outstanding notes who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes may be deemed to have received restricted securities, and if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For a description of these requirements, see “Exchange Offer.”

 	Your outstanding notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your notes will continue to be subject to existing transfer restrictions and you may not be able to sell your outstanding notes.	
      We will not accept your notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after a timely receipt of your outstanding notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your outstanding notes, please allow sufficient time to ensure timely delivery. If we do not receive your notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange. If there are defects or irregularities with respect to your tender of notes, we may not accept your notes for exchange. For more information, see “Exchange Offer.”

 	If you do not exchange your outstanding notes, your outstanding notes will continue to be subject to the existing transfer restrictions and you may not be able to sell your outstanding notes.	
      We did not register the outstanding notes, nor do we intend to do so following the exchange offer. Outstanding notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. If you do not exchange your outstanding notes, you will lose your right to have your outstanding notes registered under the federal securities

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laws. As a result, if you hold outstanding notes after the exchange offer, you may not be able to sell your outstanding notes.

Risks Related to the Notes

 	Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under these exchange notes.	
      We have a substantial amount of indebtedness. On June 30, 2004, we had total principal indebtedness of approximately $4.0 billion (of which $1.7 billion would have consisted of the outstanding notes and $693.0 million would have consisted of borrowings under the Senior Credit Facility, which are secured by a first-priority lien on the collateral securing the outstanding notes and the exchange notes). In addition, we have the ability to borrow an additional $250.0 million under our revolving credit facility. These borrowings would also be secured by a first-priority lien on the collateral securing the outstanding notes and these exchange notes. Our earnings would have been insufficient to cover our fixed charges by approximately $1.2 billion for the period January 1, 2003 through December 5, 2003.

      Our substantial indebtedness could have important consequences to you. For example, it could:
 	 	 	
 	• 	make it more difficult for us to satisfy our obligations with respect to these exchange notes;	
 	 	 	
 	• 	increase our vulnerability to general adverse economic and industry conditions;	
 	 	 	
 	• 	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;	
 	 	 	
 	• 	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;	
 	 	 	
 	• 	place us at a competitive disadvantage compared to our competitors that have less debt; and	
 	 	 	
 	• 	limit our ability to borrow additional funds.	
      In addition, the indenture governing the exchange notes and the Senior Credit Facility contains financial and other restrictive covenants that limit our ability to engage in certain activities. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of certain or all of our debt.

 	Despite current indebtedness levels, we and certain of our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.	
      We and certain of our subsidiaries may be able to incur substantial additional indebtedness in the future, including debt secured by first- or second-priority security interests in the collateral that secures the exchange notes. The terms of the indenture do not fully prohibit us or our subsidiaries from doing so. The revolving credit facility under our Senior Credit Facility permits additional borrowing of up to $250.0 million and all of such borrowings, together with all other borrowings under the Senior Credit Facility, would rank effectively senior to the exchange notes and the guarantees thereof to the extent of the value of the collateral securing such borrowings. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify.

 	To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.	
      Our ability to make payments on and to refinance our indebtedness, including these exchange notes, and to fund working capital and planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, weather and other factors that are beyond our control.

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      We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated asset sales, cost savings and operating improvements will be realized on schedule if at all or that future borrowings will be available to us under our Senior Credit Facility or otherwise in an amount sufficient to enable us to pay our indebtedness, including these exchange notes, or to fund our other liquidity needs. We may be required to refinance all or a portion of our indebtedness, including these exchange notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. For further discussion of our liquidity situation and related impacts, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” incorporated by reference in this prospectus.

 	We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the exchange notes.	
      Much of our business is conducted through our subsidiaries. Although certain of our subsidiaries are guarantors of the exchange notes, some of our subsidiaries are not guarantors and thus are not obligated to make funds available to us for payment on the exchange notes. Accordingly, our ability to make payments on the exchange notes is dependent on the earnings and the distribution of funds from subsidiaries, some of which are non-guarantors. Our subsidiaries will be permitted under the terms of the indenture to incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. We cannot assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund payments on the exchange notes when due.

      Furthermore, certain of our subsidiaries and affiliates are already subject to project financing. Such entities will not guarantee our obligations on the exchange notes. The debt agreements of these subsidiaries and project affiliates generally restrict their ability to pay dividends, make distributions or otherwise transfer funds to us. Our guarantor subsidiaries represented approximately 68% of our revenues from wholly owned subsidiaries for the periods January 1, 2003 through December 5, 2003 and December 6, 2003 through December 31, 2003. Our guarantor subsidiaries represented approximately 72% of our revenues from majority owned operations for the six months ended June 30, 2004. Our guarantor subsidiaries held approximately 57% of our consolidated assets as of June 30, 2004. Our non-guarantor subsidiaries had approximately $1.6 billion in aggregate principal amount of funded indebtedness as of June 30, 2004. Our outstanding consolidated trade payables were $137.0 million as of June 30, 2004. Approximately 37% of these trade payables constituted obligations of NRG and our guarantor subsidiaries. In addition, a substantial amount of the assets of our non-guarantor subsidiaries and project affiliates has been pledged as collateral under their debt agreements and will be excluded entirely from the second priority liens in favor of the exchange notes.

 	The collateral securing the exchange notes is subject to control by creditors with first-priority liens. If there is a default, the value of the collateral may not be sufficient to repay both the first-priority creditors and the holders of the exchange notes.	
      The exchange notes will be secured on a second-priority basis by substantially all of the collateral securing our Senior Credit Facility on a first-priority basis. The assets of certain subsidiaries are pledged to secure the obligations under the Senior Credit Facility but will not be pledged to secure the exchange notes. Certain other assets, including deposit accounts, are pledged to secure obligations under the Senior Credit Facility but not the exchange notes. In addition, under the terms of the indenture governing the exchange notes, we are permitted in the future to incur additional indebtedness and other obligations that may share in the second-priority liens on the collateral securing the exchange notes, and in certain circumstances, in the first-priority liens on the collateral securing our Senior Credit Facility.

      The holders of obligations secured by the first-priority liens on the collateral will be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before the holders of the exchange notes and other obligations secured by second-priority liens will be entitled to any recovery from the collateral. We cannot assure you that, in the event of a foreclosure, the proceeds from the sale of all of such collateral would be sufficient to satisfy the amounts outstanding under the exchange notes and other obligations secured by the

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second-priority liens, if any, after payment in full of all obligations secured by the first-priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the exchange notes, then holders of the exchange notes (to the extent not repaid from the proceeds of the sale of the collateral) would only have an unsecured claim against our remaining assets, which claim will rank equal in priority to the unsecured claims with respect to any unsatisfied portion of the obligations secured by the first-priority liens and our other unsecured senior indebtedness. As of June 30, 2004, we had approximately $693.0 million of indebtedness outstanding under the Senior Credit Facility, which is secured by first-priority liens, and an additional $250.0 million was available for borrowing thereunder. Under the indenture, we could also incur additional indebtedness secured by first-priority liens and second-priority liens so long as such first- and second-priority liens are securing indebtedness permitted to be incurred by the covenant described under “Description of Notes — Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” and certain other conditions are met. See “Description of Notes — Security.” Our ability to designate future debt as either first priority secured or second priority secured and, in either event, to enable the holders thereof to share in the collateral on either a priority basis or a pari passu  basis with holders of the exchange notes and the Senior Credit Facility, may have the effect of diluting the ratio of the aggregate amount of the obligations secured by the collateral to the value of such collateral.

 	The lien-ranking provisions set forth in the indenture and the collateral trust agreement will substantially limit the rights of the holders of the exchange notes with respect to the collateral securing the exchange notes.	
      The rights of the holders of the exchange notes with respect to the collateral securing the exchange notes will be substantially limited pursuant to the terms of the lien-ranking provisions set forth in the indenture and the collateral trust agreement. Under those lien-ranking provisions, at any time that obligations that have the benefit of the first-priority liens are outstanding, any actions that may be taken in respect of the collateral, including the ability to cause the commencement of enforcement proceedings against the collateral and to control the conduct of such proceedings, and the approval of amendments to, releases of collateral from the lien of, and waivers of past defaults under, the collateral documents, will be at the direction of the holders of the obligations secured by the first-priority liens. The trustee, on behalf of the holders of the exchange notes, will not have the ability to control or direct such actions, even if the rights of the holders of the exchange notes are adversely affected. Additional releases of collateral from the second-priority lien securing the exchange notes are permitted under some circumstances. See “Description of Notes — Security” and “Description of Notes — Amendment, Supplement and Waiver.”

 	An enforcement proceeding against the collateral securing the Senior Credit Facility and the exchange notes may trigger change of control defaults in the project and financing documents of our international subsidiaries.	
      The Senior Credit Facility is secured by a first-priority security interest and the exchange notes will be secured by a second-priority security interest in certain collateral. This collateral includes the voting equity interests of our foreign subsidiaries, but for tax reasons, we have provided pledges of equity only in certain of our first tier finance subsidiaries, and only 66% of the voting equity interests of these subsidiaries will be pledged. An enforcement of the pledge of the equity of our foreign subsidiaries could cause a change of control default under some of the project and financing documents for those or other foreign subsidiaries. For certain subsidiaries, the change of control default may trigger our partners’ buy-out rights or give project lenders the right to accelerate their loans. Our foreign subsidiaries may have to seek approvals from foreign regulatory or antitrust authorities upon a change of control. In addition, a change of control may trigger tax or stamp duty payments in certain jurisdictions. As a result, it may be difficult for the secured parties under the Senior Credit Facility and the holders of the exchange notes to realize value from the assets of these foreign subsidiaries.

 	It may be difficult to realize the value of the collateral securing the exchange notes.	
      Each of the facilities that will be included in the collateral is subject to the same kinds of risks as are described under “Risk Factors” and we cannot provide any assurance that any of the environmental or energy

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permits or other entitlements to operate those facilities would be transferable to the collateral trustee or any purchaser from the collateral trustee in the event of a foreclosure upon that facility. The collateral trustee’s ability to foreclose on the collateral on your behalf may be subject to perfection, the consent of third parties and, with respect to those assets that are subject to the jurisdiction of the Federal Energy Regulatory Commission, or “FERC,” the prior approval by FERC. The collateral trustee’s ability to foreclose may also be subject to priority issues and practical problems associated with the realization of the collateral trustee’s security interest in the collateral. We cannot assure you that the consents of any third parties and approvals by governmental entities such as FERC will be given when required to implement a foreclosure on such assets, especially if we are not in compliance with the underlying permits at the time. Accordingly, the collateral trustee may not have the ability to foreclose upon those assets or assume or transfer the right to operate those facilities, and a temporary shutdown of operations may result and the value of the collateral may significantly decrease. Even if the collateral trustee assumes the right to operate the facilities, there may also be practical problems associated with the collateral trustee’s ability to identify a qualified operator to operate and maintain the facilities. In addition, future regulatory developments or other inabilities to obtain or comply with required permits may adversely affect the value of this collateral.

      Our operations involve the use, storage and distribution of certain hazardous materials. As described more fully in “Business — Environmental Matters” incorporated by reference in this prospectus this has led, and can lead, to the presence of contamination on the collateral, which could reduce the value of any contaminated collateral. The so-called federal Superfund law, and many state laws, contain certain lender liability protection that may protect lenders from liability for contamination in the event of foreclosure provided the foreclosing lender follows certain procedural steps and, after foreclosure, makes reasonable efforts to sell the foreclosed property. However, lenders could be liable for existing contamination after foreclosure in the event the lender liability protection procedures are not applicable, are not properly followed or if the law providing such protection is modified or terminated.

      No appraisals of any collateral have been prepared in connection with this offering. The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. By their nature some or all of the pledged assets may be illiquid and may have no readily ascertainable market value. We cannot assure you that the fair market value of the collateral as of the date of this prospectus exceeds the principal amount of the debt secured thereby. Furthermore, there is a possibility that the security interests with respect to certain collateral may not be timely perfected by the closing of this offering and the Senior Credit Facility. This could impair the collateral trustee’s ability to foreclose on certain collateral on your behalf. The value of the assets pledged as collateral for the exchange notes could be impaired in the future as a result of changing economic conditions, our failure to implement our business strategy, competition and other future trends.

     Bankruptcy laws may limit your ability to realize value from the collateral.

      The right of the collateral trustee to repossess and dispose of the collateral upon the occurrence of an event of default under the indenture governing the exchange notes is likely to be significantly impaired by applicable bankruptcy law if another bankruptcy case were to be commenced by or against us before the collateral trustee repossessed and disposed of the collateral. Upon the commencement of a case under the bankruptcy code, a secured creditor such as the collateral trustee is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from such debtor, without bankruptcy court approval, which may not be given. Moreover, the bankruptcy code permits the debtor to continue to retain and use collateral even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral as of the commencement of the bankruptcy case and may include cash payments or the granting of additional security if and at such times as the bankruptcy court in its discretion determines that the value of the secured creditor’s interest in the collateral is declining during the pendency of the bankruptcy case. A bankruptcy court may determine that a secured creditor may not require compensation for a diminution in the value of its collateral if the value of the collateral exceeds the debt it secures.

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      In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary power of a bankruptcy court, it is impossible to predict:
 	 	 	
 	• 	how long payments under the exchange notes could be delayed following commencement of a bankruptcy case;	
 	 	 	
 	• 	whether or when the collateral trustee could repossess or dispose of the collateral;	
 	 	 	
 	• 	the value of the collateral at the time of the bankruptcy petition; or	
 	 	 	
 	• 	whether or to what extent holders of the exchange notes would be compensated for any delay in payment or loss of value of the collateral through the requirement of “adequate protection.”	
      In addition, the indenture provides that, in the event of a bankruptcy, the trustee and the collateral trustee may not object to a number of important matters following the filing of a bankruptcy petition so long as any first-lien debt is outstanding. After such a filing, the value of the collateral securing the exchange notes could materially deteriorate and you would be unable to raise an objection. The right of the holders of obligations secured by first-priority liens on the collateral to foreclose upon and sell the collateral upon the occurrence of an event of default also would be subject to limitations under applicable bankruptcy laws if we or any of our subsidiaries become subject to another bankruptcy proceeding.

      Any disposition of the collateral during a bankruptcy case would also require permission from the bankruptcy court. Furthermore, in the event a bankruptcy court determines the value of the collateral is not sufficient to repay all amounts due on first priority lien debt and, thereafter, the exchange notes, the holders of the exchange notes would hold a secured claim to the extent of the value of the collateral to which the holders of the exchange notes are entitled and unsecured claims with respect to such shortfall. The bankruptcy code only permits the payment and accrual of post-petition interest, costs and attorney’s fees to a secured creditor during a debtor’s bankruptcy case to the extent the value of its collateral is determined by the bankruptcy court to exceed the aggregate outstanding principal amount of the obligations secured by the collateral.

 	Any future pledge of collateral might be avoidable in bankruptcy.	
      Any future pledge of collateral in favor of the collateral trustee, including pursuant to security documents delivered after the date of the indenture, might be avoidable by the pledgor (as debtor in possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including, among others, if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the exchange notes to receive a greater recovery than if the pledge had not been given and a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period.

 	Your right to receive payments on these exchange notes could be adversely affected if any of our non-guarantor subsidiaries declares bankruptcy, liquidates or reorganizes.	
      Some but not all of our subsidiaries will guarantee the exchange notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. Our non-guarantor subsidiaries had approximately $1.6 billion of funded indebtedness as of June 30, 2004, all of which was structurally senior to the exchange notes.

 	We may not have the ability to raise the funds necessary to finance a change of control offer or spin-off or reorganization transaction.	
      In specific circumstances involving a change of control, spin-off or reorganization transaction, we may be required to repurchase some or all of the exchange notes. Our ability to repurchase the exchange notes in such event may be limited by our financial resources, by law, by regulation or administrative rule, by other indentures, by the terms of other agreements relating to indebtedness senior to the exchange notes and by such indebtedness and agreements as may be entered into, replaced, supplemented or amended from time to time. For example,

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upon the occurrence of certain specific change of control events, we will be required to offer to repurchase all exchange notes that are outstanding at 101% of the principal amount thereof plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of exchange notes or that restrictions in our Senior Credit Facility will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture. See “Description of Notes — Repurchase at the Option of Holders.”

 	Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.	
      Under the bankruptcy code and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:
 	 	 	
 	• 	received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee;	
 	 	 	
 	• 	was insolvent or rendered insolvent by reason of such incurrence;	
 	 	 	
 	• 	was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or	
 	 	 	
 	• 	intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.	
      In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

      The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:
 	 	 	
 	• 	the sum of its debts, including contingent liabilities, was greater than the net realizable value of all of its assets; or	
 	 	 	
 	• 	if the present net realizable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or	
 	 	 	
 	• 	it could not pay its debts as they become due.	
      On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of these exchange notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

 	We cannot assure you that an active trading market for the exchange notes will develop.	
      The exchange notes are new securities for which there currently is no market. Although the initial purchases of the outstanding notes have informed us that they intend to make a market in the exchange notes they are not obligated to do so and any such market making may be discontinued at any time without notice. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. The exchange notes are expected to be eligible for trading by qualified buyers in the PORTAL market. We do not intend to apply for listing of the exchange notes on any securities exchange or for quotation through The Nasdaq National Market.

      In addition, the liquidity of, and trading market for, the exchange notes may also be adversely affected by general declines in the market for similar securities. Such a decline may adversely affect such liquidity and trading markets independent of our financial performance and prospects.

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 	Risks Related to NRG Energy, Inc.	
      Our business is subject to risks and uncertainties. For more information, see “Risk Factors” in our Form 10-K.

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FORWARD-LOOKING STATEMENTS

      This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “believes,” “projects,” “anticipates,” “plans,” “expects,” “intends,” “estimates” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement. These factors, risks and uncertainties include, but are not limited to, the following:
 	 	 	
 	• 	Lack of comparable financial data due to the adoption of Fresh Start reporting;	
 	 	 	
 	• 	Our ability to successfully and timely close transactions to sell certain of our assets;	
 	 	 	
 	• 	Adverse rulings with respect to our reliability must run agreements resulting in our paying refunds in Connecticut;	
 	 	 	
 	• 	Hazards customary to the power production industry and the possibility that we may not have adequate insurance to cover losses as a result of such hazards;	
 	 	 	
 	• 	Our inability to enter into intermediate and long-term contracts to sell power and procure fuel on terms and prices acceptable to us;	
 	 	 	
 	• 	Continued competition in wholesale power markets that may require additional liquidity for us to remain competitive;	
 	 	 	
 	• 	Risks associated with timely completion of capital improvement and re-powering projects, including supply interruptions, work stoppages, labor disputes, social unrest, weather interferences, unforeseen engineering, environmental or geological problems and unanticipated cost overruns;	
 	 	 	
 	• 	Volatility of energy and fuel prices and the possibility that we will not have sufficient working capital and collateral to post performance guarantees or margin calls to mitigate such risks or manage such volatility;	
 	 	 	
 	• 	Failure of customers and suppliers to perform under agreements, including failure to deliver procured commodities and services and failure to remit payment as required and directed, especially in instances where we are relying on single suppliers or single customers at a particular facility;	
 	 	 	
 	• 	Changes in the wholesale power market, including reduced liquidity, which may limit opportunities to capitalize on short-term price volatility;	
 	 	 	
 	• 	Large energy blackouts, such as the blackout that impacted parts of the northeastern United States and Canada during the middle of August 2003, which have the potential to reduce our revenue collection, increase our costs and engender enhanced federal and state regulatory requirements;	
 	 	 	
 	• 	Limitations on our ability to control projects in which we have less than a majority interest;	
 	 	 	
 	• 	The condition of the capital markets generally, which will be affected by interest rates, foreign currency fluctuations and general economic conditions;	
 	 	 	
 	• 	Changes in government regulation, including but not limited to the pending changes of market rules, market structures and design, rates, tariffs, environmental regulations and regulatory compliance requirements imposed by the FERC, state commissions, other state regulatory agencies, the Environmental Protection Agency, the National Energy Reliability Council, transmission providers, Regional Transmission Organizations, Independent System Operators, or “ISOs,” or other regulatory or industry bodies;	
 	 	 	
 	• 	Price mitigation strategies employed by ISOs that result in a failure to adequately compensate our generation units for all of their costs;	
 	 	 	
 	• 	Employee workforce factors including the hiring and retention of key executives, collective bargaining agreements with union employees and work stoppages;	
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 	• 	Cost and other effects of legal and administrative proceedings, settlements, investigations and claims, including claims which are not discharged in the bankruptcy proceedings and claims arising after the date of our bankruptcy filing;	
 	 	 	
 	• 	The potential impact of the planned corporate relocation on workforce requirements including the loss of institutional knowledge and inability to maintain existing processes;	
 	 	 	
 	• 	The impact of the bankruptcy proceedings on our operations going forward, including the impact on our ability to negotiate favorable terms with suppliers, customers, landlords and others;	
 	 	 	
 	• 	Acts of terrorism both in the United States and internationally;	
 	 	 	
 	• 	Trade, monetary, fiscal, taxation and environmental policies of governments, agencies and similar organizations in geographic areas where we have a financial interest;	
 	 	 	
 	• 	Material developments with respect to and ultimate outcomes of legal proceedings and investigations relating to our past and present activities;	
 	 	 	
 	• 	The fact that certain of our subsidiaries remain in bankruptcy, and the potential that additional subsidiaries may file for bankruptcy in the future;	
 	 	 	
 	• 	The exposure of certain of our project subsidiaries to the exercise of rights and remedies by project lenders or shareholders as a result of our chapter 11 bankruptcy reorganization;	
 	 	 	
 	• 	Factors affecting power generation operations such as unusual weather conditions; catastrophic weather-related or other damage to facilities; unscheduled generation outages, maintenance or repairs; unanticipated changes to fossil fuel supply costs or availability due to higher demand, shortages, transportation problems or other developments; environmental incidents; or electric transmission or gas pipeline system constraints;	
 	 	 	
 	• 	Our ability to borrow additional funds and access capital markets;	
 	 	 	
 	• 	The possibility that we may incur additional indebtedness going forward;	
 	 	 	
 	• 	Significant operating and financial restrictions placed on us by the indenture governing the exchange notes and our Senior Credit Facility;	
 	 	 	
 	• 	Restrictions on the ability of certain of our subsidiaries and project affiliates generally to pay dividends, make distributions or otherwise transfer funds to us as a result of provisions contained in their debt and other agreements;	
 	 	 	
 	• 	Our ability to generate sufficient cash flow to make interest payments on the exchange notes;	
 	 	 	
 	• 	The ability of the guarantors to make payments under their guarantees;	
 	 	 	
 	• 	Our ability to repurchase the exchange notes upon a change of control; and	
 	 	 	
 	• 	Other business or investment considerations that may be disclosed from time to time in our SEC filings or in other publicly disseminated written documents.	
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause our actual results to differ materially from those contemplated in any forward-looking statements included in this prospectus should not be construed as exhaustive.

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EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

      NRG, the subsidiary guarantors and the initial purchasers entered into registration rights agreements in connection with the issuances of the outstanding notes on December 23, 2003 and January 28, 2004. Each of the registration rights agreements provides that we and the subsidiary guarantors will take the following actions, at our expense, for the benefit of the holders of the notes:
 	 	 	
 	• 	Within 150 days after December 23, 2003, we will use all commercially reasonable efforts to file an exchange offer registration statement for the notes, of which this prospectus is a part, relating to the exchange offer. The exchange notes will have terms substantially identical in all material respects to the outstanding notes except that the exchange notes will not contain transfer restrictions.	
 	 	 	
 	• 	We will use all commercially reasonable efforts to cause such exchange offer registration statement to be declared effective by the SEC under the Securities Act within 210 days after December 23, 2003.	
 	 	 	
 	• 	We will commence the exchange offer and use all commercially reasonable efforts to issue within 30 business days, or longer if required by the federal securities laws, after the date on which the exchange offer registration statement was declared effective by the SEC, exchange notes in exchange for all notes tendered in the exchange offer.	
      We will be required to use all commercially reasonable efforts to file a shelf registration statement covering resales of the outstanding notes under certain circumstances set forth in the registration rights agreements.

      We will pay additional interest on the notes for the periods described below if:
 	 	 	
 	• 	we do not file the required registration statement on time;	
 	 	 	
 	• 	the SEC does not declare the required registration statement effective on time;	
 	 	 	
 	• 	we do not complete the offer to exchange the notes for the exchange notes within 30 business days after the date specified for effectiveness of the registration statement; or	
 	 	 	
 	• 	the shelf registration statement or the exchange offer registration statement, as applicable, is declared effective but thereafter ceases to be effective or usable in connection with resales of the notes during the periods specified in the registration rights agreements.	
      You will not have any remedy other than liquidated damages on the notes if we fail to meet the deadlines listed above, which we refer to as a “registration default.” When there is a registration default, we will pay liquidated damages on the notes, for the first 90-day period immediately following the occurrence of the first registration default, in an amount equal to $.05 per week per $1,000 principal amount of notes. The amount of the liquidated damages will increase by an additional $.05 per week per $1,000 principal amount of notes with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum amount of liquidated damages for all registration defaults of $.50 per week per $1,000 principal amount of notes.

      If we must pay liquidated damages, we will pay them to you in cash on the same dates that we make interest payments on the notes, until we remedy all registration defaults.

      Following the consummation of the exchange offer, holders of the outstanding notes who were eligible to participate in the exchange offer but who did not tender their outstanding notes will not have any further registration rights and their outstanding notes will continue to be subject to certain restrictions on transfer. Accordingly, the liquidity of the market for the outstanding notes could be adversely affected.

Terms of the Exchange Offer

      Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Any holder may

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tender some or all of its outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000.

      The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:
 	 	 	
 	• 	the exchange notes bear a Series B designation and a different CUSIP Number from the outstanding notes;	
 	 	 	
 	• 	the exchange notes have been registered under the Securities Act and hence will not bear legends restricting the transfer thereof; and	
 	 	 	
 	• 	the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions providing for an increase in the interest rate on the outstanding notes in certain circumstances relating to the timing of the exchange offer, all of which rights will terminate when the exchange offer is terminated.	
      The exchange notes will evidence the same debt as the outstanding notes and will be entitled to the benefits of the indenture relating to the outstanding notes.

      As of the date of this prospectus, $1,725,000,000 aggregate principal amount of the outstanding notes were outstanding. We have fixed the close of business on                     , 2004 as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially.

      Holders of outstanding notes do not have any appraisal or dissenters’ rights under the General Corporation Law of the State of Delaware or the indenture relating to the notes in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder.

      We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us.

      If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of specified other events set forth in this prospectus or otherwise, the certificates for any unaccepted outstanding notes will be returned, without expense, to the tendering holder thereof as promptly as practicable after the expiration date of the exchange offer.

      Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See “— Fees and Expenses.”

Expiration Date; Extensions; Amendments

      The term “expiration date” will mean 5:00 p.m., New York City time, on                     , 2004, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” will mean the latest date and time to which the exchange offer is extended.

      In order to extend the exchange offer, we will make a press release or other public announcement, notify the exchange agent of any extension by oral or written notice and will mail to the registered holders an announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

      We reserve the right, in our sole discretion, (1) to delay accepting any outstanding notes, to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “— Conditions” have not been satisfied, by giving oral or written notice of any delay, extension or termination to the exchange agent or (2) to amend the terms of the exchange offer in any manner. Such decision will also be communicated in a press release or other public announcement prior to 9:00 a.m., New York City time on the next business day

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following such decision. Any announcement of delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders.

Interest on the Exchange Notes

      The exchange notes will bear interest from their date of issuance. Holders of outstanding notes that are accepted for exchange will receive, in cash, accrued interest thereon to, but not including, the date of issuance of the exchange notes. Such interest will be paid with the first interest payment on the exchange notes on December 15, 2004. Interest on the outstanding notes accepted for exchange will cease to accrue upon issuance of the exchange notes.

      Interest on the exchange notes is payable semi-annually on each June 15 and December 15, commencing on December 15, 2004.

Procedures for Tendering

      Only a holder of outstanding notes may tender outstanding notes in the exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal or transmit an agent’s message in connection with a book-entry transfer, and mail or otherwise deliver the letter of transmittal or the facsimile, together with the outstanding notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. To be tendered effectively, the outstanding notes, letter of transmittal or an agent’s message and other required documents must be completed and received by the exchange agent at the address set forth below under “— Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date. Delivery of the outstanding notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent prior to the expiration date.

      The term “agent’s message” means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent forming a part of a confirmation of a book-entry, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the outstanding notes that the participant has received and agrees: (1) to participate in ATOP; (2) to be bound by the terms of the letter of transmittal; and (3) that we may enforce the agreement against the participant.

      By executing the letter of transmittal, each holder will make to us the representations set forth above.

      The tender by a holder and our acceptance thereof will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal or agent’s message.

     The method of delivery of outstanding notes and the letter of transmittal or agent’s message and all other required documents to the exchange agent is at the election and sole risk of the holder. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or outstanding notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them.

      Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner’s behalf. See “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner” included with the letter of transmittal.

      Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member of the Medallion System unless the outstanding notes tendered pursuant to the letter of transmittal are tendered (1) by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal or (2) for the account of a member firm of the

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Medallion System. In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by a member firm of the Medallion System.

      If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed in this prospectus, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder’s name appears on the outstanding notes with the signature thereon guaranteed by a member firm of the Medallion System.

      If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, the person signing should so indicate when signing, and evidence satisfactory to us of its authority to so act must be submitted with the letter of transmittal.

      We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at DTC for the purpose of facilitating the exchange offer, and subject to the establishment thereof, any financial institution that is a participant in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account with respect to the outstanding notes in accordance with DTC’s procedures for the transfer. Although delivery of the outstanding notes may be effected through book-entry transfer into the exchange agent’s account at DTC, unless an agent’s message is received by the exchange agent in compliance with ATOP, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under the procedures. Delivery of documents to DTC does not constitute delivery to the exchange agent.

      All questions as to the validity, form, eligibility, including time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right in our sole discretion to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

Guaranteed Delivery Procedures

      Holders who wish to tender their outstanding notes and (1) whose outstanding notes are not immediately available, (2) who cannot deliver their outstanding notes, the letter of transmittal or any other required documents to the exchange agent or (3) who cannot complete the procedures for book-entry transfer, prior to the expiration date, may effect a tender if:
 	 	
 	      (1) the tender is made through a member firm of the Medallion System;	
 	 	
 	      (2) prior to the expiration date, the exchange agent receives from a member firm of the Medallion System a properly completed and duly executed Notice of Guaranteed Delivery by facsimile transmission, mail or hand delivery setting forth the name and address of the holder, the certificate number(s) of the outstanding notes and the principal amount of outstanding notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the	
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 	expiration date, the letter of transmittal or facsimile thereof together with the certificate(s) representing the outstanding notes or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and any other documents required by the letter of transmittal will be deposited by the member firm of the Medallion System with the exchange agent; and	
 	 	
 	      (3) the properly completed and executed letter of transmittal of facsimile thereof, as well as the certificate(s) representing all tendered outstanding notes in proper form for transfer or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.	
      Upon request to the exchange agent, a Notice of Guaranteed Delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

      Except as otherwise provided in this prospectus, tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

      To withdraw a tender of outstanding notes in the exchange offer, a telegram, telex, letter or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this prospectus prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. Any notice of withdrawal must:
 	 	
 	      (1) specify the name of the person having deposited the outstanding notes to be withdrawn;	
 	 	
 	      (2) identify the outstanding notes to be withdrawn, including the certificate number(s) and principal amount of the outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;	
 	 	
 	      (3) be signed by the holder in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes into the name of the person withdrawing the tender; and	
 	 	
 	      (4) specify the name in which any outstanding notes are to be registered, if different from that of the person depositing the outstanding notes to be withdrawn.	
      All questions as to the validity, form and eligibility, including time of receipt, of the notices will be determined by us, which determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes which have been tendered but which are not accepted for exchange will be returned to the holder thereof without cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described above under “— Procedures for Tendering” at any time prior to the expiration date.

Conditions

      Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange notes for, any outstanding notes, and may, prior to the expiration of the exchange offer, terminate or amend the exchange offer as provided in this prospectus before the acceptance of the outstanding notes, if:
 	 	
 	      (1) any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which we reasonably believe might materially impair our ability to proceed with the exchange offer or any material adverse development has occurred in any existing action or proceeding with respect to us or any of our subsidiaries; or	
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 	      (2) any law, statute, rule, regulation or interpretation by the Staff of the SEC is proposed, adopted or enacted, which we reasonably believe might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us; or	
 	 	
 	      (3) any governmental approval has not been obtained, which approval we reasonably believe to be necessary for the consummation of the exchange offer as contemplated by this prospectus.	
      If we determine in our reasonable discretion that any of the conditions are not satisfied, we may (1) refuse to accept any outstanding notes and return all tendered outstanding notes to the tendering holders, (2) extend the exchange offer and retain all outstanding notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders to withdraw the outstanding notes (see “— Withdrawal of Tenders”) or (3) waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered outstanding notes which have not been withdrawn.

Exchange Agent

      Law Debenture Trust Company of New York has been appointed as exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for Notice of Guaranteed Delivery should be directed to the exchange agent addressed as follows:
 	 	 	
By Overnight Courier or Registered/ Certified Mail:
767 Third Avenue, 31st Floor
New York, New York 10017	 	By Hand Prior to 4:30 p.m., New York City time:
767 Third Avenue, 31st Floor
New York, New York 10017	
Facsimile Transmission:
(212) 750-1361

For Information Telephone:
(212) 750-0888

Delivery to an address other than set forth above will not constitute a valid delivery.

Fees and Expenses

      We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telecopy, telephone or in person by our and our affiliates’ officers and regular employees.

      We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses incurred in connection with these services.

      We will pay the cash expenses to be incurred in connection with the exchange offer. Such expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

Accounting Treatment

      The exchange notes will be recorded at the same carrying value as the outstanding notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer. The expenses of the exchange offer will be deferred and charged to expense over the term of the exchange notes.

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Consequences of Failure to Exchange

      The outstanding notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, the outstanding notes may be resold only:
 	 	
 	      (1) to us upon redemption thereof or otherwise;	
 	 	
 	      (2) so long as the outstanding notes are eligible for resale pursuant to Rule 144A, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, which other exemption is based upon an opinion of counsel reasonably acceptable to us;	
 	 	
 	      (3) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or	
 	 	
 	      (4) pursuant to an effective registration statement under the Securities Act;	
in each case in accordance with any applicable securities law of any state of the United States.

Resale of the Exchange Notes

      With respect to resales of exchange notes, based on interpretations by the Staff of the SEC set forth in no-action letters issued to third parties, we believe that a holder or other person who receives exchange notes, whether or not the person is the holder, other than a person that is our affiliate within the meaning of Rule 405 under the Securities Act, in exchange for outstanding notes in the ordinary course of business and who is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the exchange notes, will be allowed to resell the exchange notes to the public without further registration under the Securities Act and without delivering to the purchasers of the exchange notes a prospectus that satisfies the requirements of Section 10 of the Securities Act. However, if any holder acquires exchange notes in the exchange offer for the purpose of distributing or participating in a distribution of the exchange notes, the holder cannot rely on the position of the Staff of the SEC expressed in the no-action letters or any similar interpretive letters, and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available. Further, each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes.

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USE OF PROCEEDS

      This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated in this prospectus, we will receive outstanding notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus.

      On December 23, 2003, we used the net proceeds from the issuance and sale of $1,250.0 million of outstanding notes, together with proceeds from our Senior Credit Facility and cash, to, among other things:
 	 	 	
 	• 	repay the Northeast Genco Notes;	
 	 	 	
 	• 	repay the South Central Notes;	
 	 	 	
 	• 	repay the MidAtlantic Obligations;	
 	 	 	
 	• 	pay a settlement amount associated with the repayment of the Northeast Genco Notes and the South Central Notes;	
 	 	 	
 	• 	make a $500.0 million distribution to certain of our former unsecured creditors pursuant to the NRG plan of reorganization;	
 	 	 	
 	• 	pre-fund a $250.0 million letter of credit subfacility under the Senior Credit Facility; and	
 	 	 	
 	• 	pay fees and expenses related to the offering of the outstanding notes and the Senior Credit Facility.	
      We used the net proceeds from the offering of $475.0 million of the 8% Second Priority Senior Secured Notes on January 28, 2004 to repay a portion of the Senior Credit Facility.

      The following table sets forth the sources and uses of funds in connection with the Refinancing Transactions (excluding the January 28, 2004 tack-on offering).
 	 	 	 	 	 	
(Dollars in millions)	 	 	
Sources of Funds	 	Amount	

	 	

	
Cash	 	$	145.7	 	
Senior Credit Facility:	 	 	 	 	
 	Revolving credit facility(1)	 	 	 —	 	
 	Term loan facility	 	 	1,200.0	 	
Issuance of $1.25 billion of the outstanding notes	 	 	1,250.0	 	

	 	
Total sources	 	$	2,595.7	 	

	 	

Uses of Funds	 	Amount	

	 	

	
Repay Northeast Genco Notes	 	$	556.5	 	
Repay South Central Notes	 	 	750.8	 	
Repay MidAtlantic Obligations	 	 	406.5	 	
Pay accrued interest on the
foregoing(2)	 	 	23.9	 	
Settlement amount	 	 	19.6	 	
Distribution to unsecured creditors	 	 	500.0	 	
Pre-fund letter of credit subfacility	 	 	250.0	 	
Fees and expenses	 	 	88.4	 	

	 	
Total uses	 	$	2,595.7	 	

	 	

 	 	
(1) 	Total revolver capacity is $250.0 million, none of which was drawn upon consummation of the Refinancing Transactions.	
 	 	
(2) 	Total accrued interest through December 23, 2003.	
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      The following table sets forth the sources and uses of funds in connection with the tack-on offering.
 	 	 	 	 	
(Dollars in millions)	 	 	
Sources of Funds	 	Amount	

	 	

	
Cash	 	$	20.9	 	
Issuance of $475.0 million of the outstanding notes(1)	 	 	503.5	 	

	 	
Total sources	 	$	524.4	 	

	 	

Uses of Funds	 	Amount	

	 	

	
Repay portion of term loan facility	 	$	503.5	 	
Pay accrued interest on term loan facility(2)	 	 	0.4	 	
Prepayment premium on term loan facility(3)	 	 	15.1	 	
Fees and expenses	 	 	5.4	 	

	 	
Total uses	 	$	524.4	 	

	 	

 	 	
(1) 	Includes a premium of $28.5 million.	
 	 	
(2) 	Includes five days of accrued interest through January 28, 2004.	
 	 	
(3) 	Represents 3% of the amount of the term loan facility that was retired in connection with the tack-on offering.	
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CAPITALIZATION

      The following table sets forth our cash and cash equivalents, restricted cash and consolidated capitalization at June 30, 2004. This table should be read in conjunction with our consolidated financial statements and the related notes thereto, the sections “Selected Historical Financial Data” included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference in this prospectus.
 	 	 	 	 	 	 	 	
 	 	At June 30, 2004	

	
 	 	(Dollars in millions)	
 	 	(Unaudited)	
Cash and cash equivalents	 	$	820.9	 	
Restricted cash	 	 	151.7	 	

	 	
 	Total Cash	 	$	972.6	 	

	 	
Long-term debt (including revolving line of credit):	 	 	 	 	
 	Senior Credit Facility:	 	 	 	 	
 	 	 	Term Loan Facility	 	$	693.0	 	
 	 	 	Revolving Credit Facility(1)	 	 	—	 	
 	Outstanding notes(2)	 	$	1,720.6	 	
 	Xcel Energy Note(3)	 	 	9.0	 	
 	Existing non-guarantor debt(4)	 	 	1,069.2	 	

	 	
 	 	Total debt, before capital leases	 	$	3,491.8	 	
Capital leases	 	 	527.0	 	

	 	
 	 	Total debt and capital leases	 	$	4,018.8	 	
Total stockholders’ equity	 	 	2,536.1	 	

	 	
Total capitalization	 	$	6,554.9	 	

	 	

 	 	
(1) 	Total borrowing availability under the revolving credit facility portion of the Senior Credit Facility is $250.0 million, none of which was drawn at June 30, 2004.	
 	 	
(2) 	The outstanding note balance has been increased by $27.3 million because the tack-on offering was sold at a premium and decreased by $31.7 million as a result of an unfavorable mark-to-market on an interest rate swap entered into in March 2004.	
 	 	
(3) 	Xcel Energy Note has been reduced by $1.0 million as a result of marking the debt to a market rate of 9% in connection with our Fresh Start reporting on December 5, 2003. The stated interest rate of the note is 3%.	
 	 	
(4) 	Existing non-guarantor debt has been reduced by $79.0 million as a result of marking the debt to a market rate in connection with our Fresh Start reporting on December 5, 2003. For more information on the various components of our debt, refer to Note 17 to our audited consolidated financial statements on our Form 10-K.	
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SELECTED HISTORICAL FINANCIAL DATA

      The following table sets forth certain historical financial data of NRG Energy, Inc. We have derived the selected historical consolidated financial data as of and for the fiscal years ended December 31, 2001, 2002 and 2003 from our audited financial statements, which are incorporated by reference in this prospectus. Our consolidated financial statements as of and for fiscal 2001, 2002 and 2003 have been audited by PricewaterhouseCoopers LLP. For more information, see “Experts.” The selected historical consolidated financial data as of and for the fiscal years ended December 31, 1999 and 2000 have been derived from our audited consolidated financial statements for such years, which are not included or incorporated by reference in this prospectus. The selected historical consolidated financial data as of and for the six month periods ended June 30, 2003 and 2004 are derived from our unaudited consolidated financial statements, which are incorporated by reference in this prospectus, and which in the opinion of management, contain all adjustments necessary for a fair presentation of the consolidated financial data. Operating results for these periods are not necessarily indicative of the results of operations for a full year. The selected historical financial data set forth below is not necessarily indicative of the results of future operations and should be read in conjunction with the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference in this prospectus and the historical consolidated financial statements and accompanying notes included elsewhere in this prospectus.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Predecessor	 	 	
 	 	Predecessor Company	 	Reorganized NRG	 	Company	 	Reorganized NRG	

	 	

	 	

	 	

	
 	 	 	 	January 1, 2003	 	December 6, 2003	 	Six Months	 	Six Months	
 	 	Year Ended December 31,	 	Through	 	Through	 	Ended	 	Ended	

	 	December 5,	 	December 31,	 	June 30,	 	June 30,	
 	 	1999	 	2000	 	2001	 	2002	 	2003	 	2003	 	2003	 	2004	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	
 	 	 	 	 	
 	 	(Dollars in thousands, except per share amounts)	 	(Unaudited)	
Income Statement Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating revenues	 	$	418,888	 	 	$	1,665,257	 	 	$	2,085,597	 	 	$	1,938,549	 	 	$	1,798,614	 	 	$	138,507	 	 	$	936,609	 	 	$	1,173,992	 	
Legal settlement	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	462,631	 	 	 	—	 	 	 	—	 	 	 	—	 	
Fresh start reporting adjustments	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(4,118,636	)	 	 	—	 	 	 	—	 	 	 	—	 	
Reorganization items	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	197,825	 	 	 	2,461	 	 	 	6,334	 	 	 	3,589	 	
Restructuring and impairment charges	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,563,060	 	 	 	237,575	 	 	 	—	 	 	 	291,767	 	 	 	1,676	 	
Total operating costs and expenses	 	 	371,104	 	 	 	1,311,219	 	 	 	1,706,478	 	 	 	4,324,386	 	 	 	(1,473,481	)	 	 	122,412	 	 	 	1,268,102	 	 	 	938,330	 	
Minority interest in (earnings)/losses of consolidated subsidiaries	 	 	(864	)	 	 	(840	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(134	)	 	 	—	 	 	 	(709	)	
Equity in earnings of unconsolidated affiliates	 	 	67,500	 	 	 	139,364	 	 	 	210,032	 	 	 	68,996	 	 	 	170,901	 	 	 	13,521	 	 	 	92,486	 	 	 	63,814	 	
Write downs and losses on sales of equity method investments	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(200,472	)	 	 	(147,124	)	 	 	—	 	 	 	(149,027	)	 	 	(533	)	
Income/(loss) from continuing operations	 	 	53,457	 	 	 	149,665	 	 	 	210,049	 	 	 	(2,791,200	)	 	 	2,947,262	 	 	 	11,337	 	 	 	(682,595	)	 	 	99,969	 	
Income/(loss) on discontinued operations, net of income taxes	 	 	3,738	 	 	 	33,270	 	 	 	55,155	 	 	 	(673,082	)	 	 	(180,817	)	 	 	(312	)	 	 	61,562	 	 	 	13,290	 	
Net income/(loss)	 	 	57,195	 	 	 	182,935	 	 	 	265,204	 	 	 	(3,464,282	)	 	 	2,766,445	 	 	 	11,025	 	 	 	(621,033	)	 	 	113,259	 	
Net income per weighted average number of common shares outstanding — diluted	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	0.11	 	 	 	—	 	 	$	1.13	 	
Other Financial Data and Ratios :	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Capital expenditures, net	 	$	94,853	 	 	$	223,560	 	 	$	1,322,130	 	 	$	1,439,733	 	 	$	113,502	 	 	$	10,560	 	 	$	56,605	 	 	$	64,676	 	
Depreciation and amortization	 	 	32,660	 	 	 	93,677	 	 	 	142,083	 	 	 	208,149	 	 	 	219,201	 	 	 	11,808	 	 	 	122,906	 	 	 	108,174	 	
EBITDA(1)(2)(3)	 	 	168,195	 	 	 	625,305	 	 	 	809,372	 	 	 	(2,970,816	)	 	 	3,353,464	 	 	 	41,074	 	 	 	(200,024	)	 	 	431,406	 	
Ratio of earnings to fixed charges(4)	 	 	1.2x	 	 	 	1.8x	 	 	 	1.3	x	 	 	—	 	 	 	—	 	 	 	1.6	x	 	 	—	 	 	 	1.9x	 	
Balance Sheet Data (at period end):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	30,697	 	 	$	36,816	 	 	$	86,737	 	 	$	360,861	 	 	$	395,982	 	 	$	551,223	 	 	$	309,786	 	 	$	820,876	 	
Restricted cash	 	 	2,504	 	 	 	7,236	 	 	 	68,320	 	 	 	211,966	 	 	 	493,047	 	 	 	116,067	 	 	 	239,233	 	 	 	151,673	 	
Total Assets	 	 	3,435,304	 	 	 	5,978,992	 	 	 	12,922,385	 	 	 	10,896,851	 	 	 	9,167,329	 	 	 	9,244,987	 	 	 	10,010,869	 	 	 	8,553,275	 	
Long-term debt:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Recourse corporate level debt	 	 	915,000	 	 	 	1,503,896	 	 	 	3,884,655	 	 	 	2,998,280	 	 	 	—	 	 	 	2,458,690	 	 	 	—	 	 	 	2,422,608	 	
 	Non-recourse project level debt	 	 	790,634	 	 	 	1,690,444	 	 	 	2,972,400	 	 	 	4,784,368	 	 	 	3,376,440	 	 	 	1,670,321	 	 	 	2,198,550	 	 	 	1,596,194	 	
Total long-term debt including current maturities	 	 	1,705,634	 	 	 	3,194,340	 	 	 	6,857,055	 	 	 	7,782,648	 	 	 	3,376,440	 	 	 	4,129,011	 	 	 	2,198,550	 	 	 	4,018,802	 	
Stockholders’ equity/ (deficit)	 	 	893,654	 	 	 	1,462,088	 	 	 	2,237,129	 	 	 	(696,199	)	 	 	2,404,000	 	 	 	2,437,256	 	 	 	(1,278,346	)	 	 	2,536,078	 	

 	 	
(1)	EBITDA represents net income before interest, taxes, depreciation and amortization. We present EBITDA because we consider it an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our	
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 	industry. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are:	

 	• 	EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments;	
 	 	 	
 	• 	EBITDA does not reflect changes in, or cash requirements for, our working capital needs;	
 	 	 	
 	• 	EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;	
 	 	 	
 	• 	Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and	
 	 	 	
 	• 	Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.	
 	 	 	
 	 	Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to use to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally. See the statements of cash flow included in our financial statements that are a part of this prospectus.	

(2)	The following table summarizes the calculation of EBITDA and provides a reconciliation to net income for the periods indicated:	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Predecessor	 	 	
 	 	Predecessor Company	 	Reorganized NRG	 	Company	 	Reorganized NRG	

	 	

	 	

	 	

	
 	 	 	 	January 1, 2003	 	December 6, 2003	 	Six Months	 	Six Months	
 	 	Year Ended December 31,	 	Through	 	Through	 	Ended	 	Ended	

	 	December 5,	 	December 31,	 	June 30,	 	June 30,	
 	 	1999	 	2000	 	2001	 	2002	 	2003	 	2003	 	2003	 	2004	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	
 	 	 	
 	 	(Dollars in thousands)	
Net income/(loss)	 	$	57,195	 	 	$	182,935	 	 	$	265,204	 	 	$	(3,464,282	)	 	$	2,766,445	 	 	$	11,025	 	 	$	(621,033	)	 	$	113,259	 	
Plus:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income tax expense/(benefit)	 	 	(12,852	)	 	 	99,016	 	 	 	37,974	 	 	 	(166,867	)	 	 	37,929	 	 	 	(661	)	 	 	37,342	 	 	 	50,602	 	
 	Interest expense	 	 	91,192	 	 	 	249,677	 	 	 	364,111	 	 	 	452,184	 	 	 	329,889	 	 	 	18,902	 	 	 	260,761	 	 	 	159,371	 	
 	Depreciation and amortization expense	 	 	32,660	 	 	 	93,677	 	 	 	142,083	 	 	 	208,149	 	 	 	219,201	 	 	 	11,808	 	 	 	122,906	 	 	 	108,174	 	

	 	 	 	

	 	 	 	

	 	 	 	

	 	 	 	

	 	 	 	

	 	 	 	

	 	 	 	

	 	
EBITDA	 	$	168,195	 	 	$	625,305	 	 	$	809,372	 	 	$	(2,970,816	)	 	$	3,353,464	 	 	$	41,074	 	 	$	(200,024	)	 	$	431,406	 	

	 	 	 	

	 	 	 	

	 	 	 	

	 	 	 	

	 	 	 	

	 	 	 	

	 	 	 	

	 	

(3)	Our results include the following items that have had a significant impact on our operations during the periods indicated below:	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	Reorganized	 	Predecessor	 	 	
 	 	Predecessor Company	 	NRG	 	Company	 	Reorganized NRG	

	 	

	 	

	 	

	
 	 	 	 	January 1, 2003	 	December 6, 2003	 	Six Months	 	Six Months	
 	 	Year Ended December 31,	 	Through	 	Through	 	Ended	 	Ended	

	 	December 5,	 	December 31,	 	June 30,	 	June 30,	
 	 	1999	 	2000	 	2001	 	2002	 	2003	 	2003	 	2003	 	2004	

	 	

	 	

	 	

	 	

	 	

	 	

	 	

	
 	 	 	
 	 	(Dollars in thousands)	
(Income)/loss on discontinued operations, net of income taxes	 	$	(3,738	)	 	$	(33,270	)	 	$	(55,155	)	 	$	673,082	 	 	$	180,817	 	 	$	312	 	 	$	(61,562	)	 	$	(13,290	)	
 	Legal settlement	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	462,631	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Fresh start reporting adjustments	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(4,118,636	)	 	 	—	 	 	 	—	 	 	 	—	 	
 	Corporate relocation charges	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6,761	 	
 	Reorganization items	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	197,825	 	 	 	2,461	 	 	 	6,334	 	 	 	3,589	 	
 	Restructuring and impairment charges	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,563,060	 	 	 	237,575	 	 	 	—	 	 	 	291,767	 	 	 	1,676	 	
 	Write downs and losses on sales of equity method investments	 	 	—	 	 	 	—	 	 	 	—	 	 	 	200,472	 	 	 	147,124	 	 	 	—	 	 	 	149,027	 	 	 	533	 	

(4)	The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For this purpose, “earnings” includes pre-tax income (loss) before adjustments for minority interest in our consolidated subsidiaries and income or loss from equity investees, plus fixed charges and distributed income of equity investees, reduced by interest capitalized. “Fixed charges” include interest, whether expensed or capitalized, amortization of debt expense and the portion of rental expense that is representative of the interest factor in these rentals. Earnings were insufficient to cover fixed charges by approximately $3.0 billion, $1.2 billion and $0.7 million for the year ended December 31, 2002, the period January 1, 2003 through December 5, 2003 and the six months ended June 30, 2003, respectively.	
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THE BANKRUPTCY CASE

      On May 14, 2003, we and 25 of our direct and indirect wholly owned subsidiaries commenced voluntary petitions under chapter 11 of the bankruptcy code in the United States Bankruptcy Court for the Southern District of New York, or “the bankruptcy court.” During the bankruptcy proceedings, we continued to conduct our business and manage our properties as debtors in possession pursuant to sections 1107(a) and 1108 of the bankruptcy code. Our subsidiaries that own our international operations, and certain other subsidiaries, were not part of these chapter 11 cases or any of the subsequent bankruptcy filings. On November 24, 2003, the bankruptcy court entered an order confirming the NRG plan of reorganization, and the plan became effective on December 5, 2003.

Events Leading to the Commencement of the Chapter 11 Filing

      Since the 1990’s, we pursued a strategy of growth through acquisitions and later the development of new construction projects. This strategy required significant capital, much of which was satisfied with third party debt. Due to a number of reasons, particularly our aggressive pricing of acquisitions, and the overall downturn in the power generation industry, our financial condition deteriorated significantly starting in 2001. During 2002, our senior unsecured debt and our project-level secured debt were downgraded multiple times by rating agencies. In September 2002, we failed to make payments due under certain unsecured bond obligations, which resulted in further downgrades.

      As a result of the downgrades, the debt load incurred during the course of acquiring our assets, declining power prices, increasing fuel prices, the overall downturn in the power generation industry and the overall downturn in the economy, we experienced severe financial difficulties. These difficulties caused us to, among other things, miss scheduled principal and interest payments due to our corporate lenders and bondholders, be required to prepay for fuel and other related delivery and transportation services and be required to provide performance collateral in certain instances. We also recorded asset impairment charges of approximately $3.1 billion during 2002, while we were a wholly-owned subsidiary of Xcel Energy, Inc., or “Xcel Energy,” related to various operating projects as well as for projects that were under construction which we had stopped funding and turbines we had purchased for which we no longer had a use.

      In addition, our missed payments resulted in cross-defaults of numerous other non-recourse and limited recourse debt instruments and caused the acceleration of multiple debt instruments, rendering such debt immediately due and payable. In addition, as a result of the downgrades, we received demands under outstanding letters of credit to post collateral aggregating approximately $1.2 billion.

      In August 2002, we retained financial and legal restructuring advisors to assist our management in the preparation of a comprehensive financial and operational restructuring. In March 2003, Xcel Energy announced that its board of directors had approved a tentative settlement agreement with us, the holders of most of our long-term notes and the steering committee representing our bank lenders.

      We filed two plans of reorganization in connection with our restructuring efforts. The first, filed on May 14, 2003, and referred to as the “NRG plan of reorganization,” relates to us and the other NRG plan debtors. The second plan, relating to our Northeast and South Central subsidiaries, which we refer to as the “Northeast/ South Central plan of reorganization,” was filed on September 17, 2003. On November 25, 2003, the bankruptcy court entered an order confirming the Northeast/ South Central plan of reorganization and the plan became effective on December 23, 2003.

      On June 6, 2003, LSP-Nelson Energy LLC and NRG Nelson Turbines LLC filed for protection under chapter 11 of the bankruptcy code and on August 19, 2003, NRG McClain LLC filed for protection under chapter 11 of the bankruptcy code. This prospectus does not address the plans of reorganization of these subsidiaries because they are not material to our operations and we expect to sell or otherwise dispose of our interest in each subsidiary.

      The following description of the material terms of the NRG plan of reorganization and the Northeast/ South Central plan of reorganization is subject to, and qualified in its entirety by, reference to the detailed provisions of the NRG plan of reorganization and NRG disclosure statement, and the Northeast/ South Central plan of

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reorganization and Northeast/ South Central disclosure statement, all of which are available for review upon request.

NRG Plan of Reorganization

      The NRG plan of reorganization is the result of several months of intense negotiations, among us, Xcel Energy and the two principal committees representing our creditor groups, which we refer to as the Global Steering Committee and the Noteholder Committee. A principal component of the NRG plan of reorganization is a settlement with Xcel Energy in which Xcel Energy agreed to make a contribution consisting of cash (and, under certain circumstances, its stock) in the aggregate amount of up to $640 million to be paid in three separate installments following the effective date of the NRG plan of reorganization. The Xcel Energy settlement agreement resolves any and all claims existing between Xcel Energy and us and/or our creditors and, in exchange for the Xcel Energy contribution, Xcel Energy is receiving a complete release of claims from us and our creditors, except for a limited number of creditors who have preserved their claims as set forth in the confirmation order entered on November 24, 2003.

      Under the terms of the Xcel Energy settlement agreement, the Xcel Energy contribution has been paid in full as follows:
 	 	 	
 	• 	An initial installment of $238 million in cash was paid on February 20, 2004.	
 	 	 	
 	• 	A second installment of $50 million in cash was paid on February 20, 2004.	
 	 	 	
 	• 	A third installment of $328.5 million in cash was paid on April 30, 2004.	
 	 	 	
 	• 	A final installment of $23.5 million in cash was paid on May 28, 2004.	
      On November 24, 2003, the bankruptcy court issued an order confirming the NRG plan of reorganization, and the plan became effective on December 5, 2003. To consummate the NRG plan of reorganization, among other things, we:
 	 	 	
 	• 	have satisfied or will satisfy general unsecured claims by:	

 	• 	issuing new NRG Energy common stock to holders of certain classes of allowed general unsecured claims; and	
 	 	 	
 	• 	making cash payments in the amount of up to $1.04 billion to holders of certain classes of allowed general unsecured claims of which $500 million was paid with proceeds of the Refinancing Transactions.	

 	• 	have satisfied or will satisfy certain secured claims by either:	

 	• 	distributing the collateral to the security holder,	
 	 	 	
 	• 	selling the collateral and distributing the proceeds to the security holder or	
 	 	 	
 	• 	other mutually agreeable treatment.	

 	• 	issued to Xcel Energy a $10 million non-amortizing promissory note which:	

 	• 	accrues interest at a rate of 3% per annum, and	
 	 	 	
 	• 	matures 2.5 years after the effective date of the NRG plan of reorganization.	
Northeast/ South Central Plan of Reorganization

      The Northeast/ South Central plan of reorganization was proposed on September 17, 2003 after we secured the necessary financing commitments. On November 25, 2003, the bankruptcy court issued an order confirming the Northeast/ South Central plan of reorganization and the plan became effective on December 23, 2003. In connection with the order confirming the Northeast/ South Central plan of reorganization, the court entered a separate order which provides that the allowed amount of the bondholders’ claims shall equal in the aggregate the sum of (i) $1.3 billion plus (ii) any accrued and unpaid interest at the applicable contract rates through the date of

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payment to the indenture trustee plus (iii) the reasonable fees, costs or expenses of the collateral agent and indenture trustee (other than reasonable professional fees incurred from October 1, 2003) plus (iv) $19.6 million, ratably, for each holder of bonds based upon the current outstanding principal amount of the bonds and irrespective of (a) the date of maturity of the bonds, (b) the interest rate applicable to such bonds and (c) the issuer of the bonds. The settlement further provides that the Northeast/ South Central debtors shall reimburse the informal committee of secured bondholders, the indenture trustee, the collateral agent, and two additional bondholder groups, for any reasonable professional fees, costs or expenses incurred from October 1, 2003 through January 31, 2004 up to a maximum amount of $2.5 million (including in such amount any post-October 1, 2003 fees already reimbursed), with the exception that the parties to the settlement reserved their respective rights with respect to any additional reasonable fees, costs or expenses incurred subsequent to November 25, 2003 related to matters not reasonably contemplated by the implementation of the settlement of the Northeast/ South Central plan of reorganization.

      The creditors of Northeast and South Central subsidiaries are unimpaired by the Northeast/ South Central plan of reorganization. This means that holders of allowed general unsecured claims were paid in cash, in full on the effective date of the Northeast/ South Central plan of reorganization. Holders of allowed secured claims will receive or have received either (i) cash equal to the unpaid portion of their allowed unsecured claim, (ii) treatment that leaves unaltered the legal, equitable and contractual rights to which such unsecured claim entitles the holder of such claim, (iii) treatment that otherwise renders such unsecured claim unimpaired pursuant to section 1124 of the bankruptcy code or (iv) such other, less favorable treatment that is confirmed in writing as being acceptable to such holder and to the applicable debtor.

Fresh Start Reporting

      As a result of our emergence from bankruptcy, we have adopted Fresh Start reporting. Under Fresh Start, our confirmed enterprise value has been allocated to our assets and liabilities’ based on their respective fair values in conformity with the purchase method of accounting for business combinations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Reorganization and Emergence from Bankruptcy” incorporated by reference in this prospectus for additional information.

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DESCRIPTION OF NOTES

      You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” In this description, “NRG” refers only to NRG Energy, Inc. and not to any of its subsidiaries.

      NRG issued the outstanding notes under an indenture dated as of December 23, 2003 among itself, the Guarantors and Law Debenture Trust Company of New York, as trustee, in private transactions on December 23, 2003 and January 28, 2004 that were not subject to the registration requirements of the Securities Act. Any notes that remain outstanding after completion of the exchange offer, together with the exchange notes (as defined in the indenture) will be treated as a single class of notes under the indenture. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. The security documents and collateral trust agreement referred to below under the caption “— Security” contain the terms of the security interests that secure the notes.

      The following description is a summary of the material provisions of the notes, the indenture, the collateral trust agreement and the security documents. It does not restate those agreements in their entirety. We urge you to read those agreements because they, and not this description, define your rights as holders of the notes. Copies of those agreements are available as set forth below under “— Additional Information.” Certain defined terms used in this description but not defined below under “— Certain Definitions” have the meanings assigned to them in the indenture. Unless otherwise required by the context, references in this description to the “notes” includes the notes issued to the initial purchasers in private transactions that were not subject to the registration requirements of the Securities Act and the exchange notes, which have been registered under the Securities Act.

      The registered holder of a note is treated as the owner of it for all purposes. Only registered holders have rights under the indenture.

Brief Description of the Notes

      The notes:
 	 	 	
 	• 	will be general obligations of NRG;	
 	 	 	
 	• 	will be secured on a second-priority basis together with all obligations of NRG under any future Parity Lien Debt, by security interests in all assets of NRG other than the Excluded Assets, subject to the liens securing NRG’s obligations under the Credit Agreement and any other Priority Lien Debt and other Permitted Prior Liens;	
 	 	 	
 	• 	will be effectively subordinated to NRG’s obligations under the Credit Agreement and any other Priority Lien Obligations, which will be secured on a first-priority basis by the same assets of NRG that secure the notes;	
 	 	 	
 	• 	will be pari passu in right of payment with all other senior indebtedness of NRG, including the outstanding notes and Indebtedness under the Credit Agreement and the Creditor Notes, if any;	
 	 	 	
 	• 	will be senior in right of payment to any future subordinated Indebtedness of NRG, if any; and	
 	 	 	
 	• 	will be guaranteed by the Guarantors.	
The Subsidiary Guarantees

      Each guarantee of the notes:
 	 	 	
 	• 	will be general obligations of the Guarantors;	
 	 	 	
 	• 	will be secured on a second-priority basis together with all obligations of that Guarantor under any future Parity Lien Debt, by security interests in all assets of that Guarantor other than the Excluded Assets, subject to the liens securing the Guarantor’s guarantee of the Credit Agreement obligations and any other Priority Lien Debt and other Permitted Prior Liens;	
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 	• 	will be effectively subordinated to that Guarantor’s guarantee of the Credit Agreement and any other Priority Lien Debt, which will be secured on a first-priority basis by the same assets of that Guarantor that secure the notes;	
 	 	 	
 	• 	will be pari passu in right of payment with all other senior indebtedness of that Guarantor, including its guarantee of Indebtedness under the Credit Agreement; and	
 	 	 	
 	• 	will be senior in right of payment to any future subordinated Indebtedness of that Guarantor, if any.	
      Pursuant to the indenture, NRG will be permitted to designate additional Indebtedness as Priority Lien Debt, subject to the Priority Lien Cap. NRG also will be permitted to incur additional Indebtedness as Parity Lien Debt or Additional Non-Recourse Debt, in each case, subject to the covenant described below under “Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” and “Covenants — Liens.” As of June 30, 2004, NRG had $693.0 million of Priority Lien Debt and $1.7 billion of Parity Lien Debt outstanding.

      The operations of NRG are conducted through its subsidiaries and, therefore, NRG depends on the cash flow of its subsidiaries to meet its obligations, including its obligations under the notes. Not all of NRG’s subsidiaries will guarantee the notes. The notes will be effectively subordinated in right of payment to all Indebtedness and other liabilities and commitments (including trade payables and lease obligations) of these non-guarantor subsidiaries. Any right of NRG to receive assets of any of its subsidiaries upon the subsidiary’s liquidation or reorganization (and the consequent right of the holders of the notes to participate in those assets) will be effectively subordinated to the claims of that subsidiary’s creditors, except to the extent that NRG is itself recognized as a creditor of the subsidiary, in which case the claims of NRG would still be subordinate in right of payment to any security in the assets of the subsidiary and any indebtedness of the subsidiary senior to that held by NRG. Our guarantor subsidiaries accounted for approximately 68% of NRG’s revenues from wholly-owned operations for the periods January 1, 2003 through December 5, 2003 and December 6, 2003 through December 31, 2003, respectively. Our guarantor subsidiaries held approximately 57% of NRG’s consolidated assets as of June 30, 2004.

      As of June 30, 2004, NRG’s non-guarantor subsidiaries had approximately $1.6 billion in aggregate principal amount of external funded indebtedness and the outstanding trade payables of NRG and its Subsidiaries was $137.0 million. Approximately 37% of these trade payables would have constituted obligations of NRG and the Guarantors. See “Risk Factors — Your right to receive payments on these notes could be adversely affected if any of our non-guarantor subsidiaries declares bankruptcy, liquidates, or reorganizes.”

      As of the date of the indenture, all of NRG’s subsidiaries were “Restricted Subsidiaries.” However, under the circumstances described below under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” NRG will be permitted to designate certain of its subsidiaries as “Unrestricted Subsidiaries.” NRG’s Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. NRG’s Unrestricted Subsidiaries will not guarantee the notes.

Principal, Maturity and Interest

      NRG issued $1.725 billion in aggregate principal amount of notes in the offerings on December 23, 2003 and January 28, 2004. NRG may issue additional notes from time to time after this exchange offer. Any issuance of additional notes is subject to all of the covenants in the indenture, including the covenants described below under the captions “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” and “— Certain Covenants — Liens.” The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The notes and any additional notes will also be treated as a single class of secured creditors under the collateral trust agreement and the security documents. NRG will issue notes in denominations of $1,000 and integral multiples of $1,000. The notes will mature on December 15, 2013.

      Interest on the notes will accrue at the rate of 8.0% per annum and will be payable semi-annually in arrears on June 15 and December 15, commencing on June 15, 2004. Interest on the notes will accrue from December 23, 2003. Interest on overdue principal and interest and Liquidated Damages will accrue at a rate that

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is 1% higher than the then applicable interest rate on the notes. NRG will make each interest payment to the holders of record on the immediately preceding June 1 and December 1.

      Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

      If a holder of notes has given wire transfer instructions to NRG, NRG will pay all principal, interest and premium and Liquidated Damages, if any, on that holder’s notes in accordance with those instructions. All other payments on notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless NRG elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

      The trustee will initially act as paying agent and registrar. NRG may change the paying agent or registrar without prior notice to the holders of the notes, and NRG or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

      A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. NRG is not required to transfer or exchange any note selected for redemption. Also, NRG is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Subsidiary Guarantees

      NRG’s payment obligations under the notes and all related Parity Lien Obligations will be guaranteed on an unconditional basis by each of NRG’s current and future Restricted Subsidiaries, other than the Excluded Subsidiaries for so long as they constitute Excluded Subsidiaries. These Subsidiary Guarantees will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors — Federal and State statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.” The Subsidiary Guarantees of the notes will be secured, on a second-priority basis, equally and ratably with any future Parity Lien Debt, by security interests in all of the assets of the Guarantors except Excluded Assets, subject to liens securing Priority Lien Debt and other Permitted Prior Liens.

      A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than NRG or another Guarantor, unless:
 	 	
 	      (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and	
 	 	
 	      (2) either:	

 	      (a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture, its Subsidiary Guarantee, the relevant security documents and the registration rights agreement (unless all material obligations in that agreement have been performed) pursuant to supplemental agreements reasonably satisfactory to the trustee and the collateral trustee; or	
 	 	
 	      (b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture.	
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      So long as no Bankruptcy Case or Insolvency Proceeding is pending at the time, the Subsidiary Guarantee of a Guarantor will be released automatically and all security interests granted by the Guarantor to the collateral trustee will be released:
 	 	
 	      (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) NRG or a Restricted Subsidiary of NRG, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture;	
 	 	
 	      (2) in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) NRG or a Restricted Subsidiary of NRG, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture;	
 	 	
 	      (3) if NRG designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;	
 	 	
 	      (4) upon legal defeasance or satisfaction and discharge of the notes as provided below under the captions “— Defeasance” and “— Satisfaction and Discharge;” or	
 	 	
 	      (5) upon a dissolution of a Guarantor that is permitted under the indenture.	
      See “— Repurchase at the Option of Holders — Asset Sales.”

Optional Redemption

      At any time prior to December 15, 2006, NRG may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture at a redemption price of 108% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings;  provided  that:
 	 	
 	      (1) at least 65% of the aggregate principal amount of notes issued under the indenture (excluding notes held by NRG and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and	
 	 	
 	      (2) the redemption occurs within 45 days of the date of the closing of such Equity Offering.	
      On or after December 15, 2008, NRG may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below, subject to the rights of noteholders on the relevant record date to receive interest on the relevant interest payment date:
 	 	 	 	 	
Year	 	Percentage	

	 	

	
2008	 	 	104.000%	 	
2009	 	 	102.667%	 	
2010	 	 	101.333%	 	
2011 and thereafter	 	 	100.000%	 	
Mandatory Redemption

      NRG is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

 	Change of Control	
      If a Change of Control occurs, each holder of notes will have the right to require NRG to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that holder’s notes pursuant to a Change of Control

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Offer on the terms set forth in the indenture. In the Change of Control Offer, NRG will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the notes repurchased, to the date of purchase, subject to the rights of noteholders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, NRG will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. NRG will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, NRG will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

      On the Change of Control Payment Date, NRG will, to the extent lawful:
 	 	
 	      (1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;	
 	 	
 	      (2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and	
 	 	
 	      (3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by NRG.	
      The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any;  provided  that each new note will be in a principal amount of $1,000 or an integral multiple of $1,000.

      NRG will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

      The provisions described above that require NRG to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable.

      Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that NRG repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

      NRG will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by NRG and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption “— Optional Redemption,” unless and until there is a default in payment of the applicable redemption price.

      The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of NRG and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require NRG to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of NRG and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

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 	Asset Sales	
      NRG will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale (including a Sale of Collateral) unless:
 	 	
 	      (1) NRG (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of or, in the case of Specified Joint Venture Sales, receives consideration at least equal to the value prescribed by the agreements relating to such specified joint ventures as in effect on the date of the indenture;	
 	 	
 	      (2) at least 75% of the consideration received in the Asset Sale by NRG or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following will be deemed to be cash:	

 	      (a) any liabilities, as shown on NRG’s most recent consolidated balance sheet, of NRG or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases NRG or such Restricted Subsidiary from further liability;	
 	 	
 	      (b) any securities, notes or other obligations received by NRG or any such Restricted Subsidiary from such transferee that are converted by NRG or such Restricted Subsidiary into cash within 180 days of the receipt of such securities, notes or other obligations, to the extent of the cash received in that conversion; and	
 	 	
 	      (c) except in the case of a Sale of Collateral, any stock or assets of the kind referred to in clauses (3) or (5) of the next paragraph of this covenant; and	

 	      (3) in the case of a Sale of Collateral, NRG (or the Restricted Subsidiary, as the case may be) will deposit the Net Proceeds (other than Excluded Proceeds) as cash collateral in a segregated account held by the collateral trustee or its agent to secure the Secured Obligations.	
      Within 365 days after the receipt of any Net Proceeds from an Asset Sale, other than Excluded Proceeds and other than Net Proceeds from a Sale of Collateral, NRG (or the applicable Restricted Subsidiary, as the case may be) may apply those Net Proceeds:
 	 	
 	      (1) to repay Priority Lien Debt and, if such Priority Lien Debt is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;	
 	 	
 	      (2) in the case of a sale of assets pledged to secured Indebtedness (including Capital Lease Obligations) other than Secured Debt, to repay the Indebtedness secured by those assets;	
 	 	
 	      (3) to acquire all or substantially all of the assets of, or any Capital Stock of, another Person engaged primarily in a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, such Person is or becomes a Wholly-Owned Subsidiary of NRG;	
 	 	
 	      (4) to make a capital expenditure;	
 	 	
 	      (5) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or	
 	 	
 	      (6) any combination of the foregoing.	
      Pending the final application of any such Net Proceeds, NRG may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

      Within 365 days after the receipt of any Net Proceeds from an Asset Sale that constitutes a Sale of Collateral, other than Excluded Proceeds, or from a Casualty Event, NRG (or the Restricted Subsidiary that owned those assets, as the case may be) may apply those Net Proceeds to purchase other assets (which may include Capital Stock) that would constitute Collateral or to repay Priority Lien Debt and, if such Priority Lien Debt is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto.

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      Any Net Proceeds from Asset Sales (including Sales of Collateral but excluding Excluded Proceeds) or Casualty Events that are not applied or invested as provided in the preceding paragraphs will constitute  “Excess Proceeds.”  When the aggregate amount of Excess Proceeds exceeds $50.0 million, NRG will make an Asset Sale Offer to all holders of notes and all holders of other Parity Lien Debt containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such Parity Lien Debt that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, NRG may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other Parity Lien Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other Parity Lien Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

      NRG will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, NRG will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict.

      The Credit Agreement contains and future agreements governing NRG’s other Indebtedness may contain, prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale and including repurchases of or other prepayments in respect of the notes. The exercise by the holders of notes of their right to require NRG to repurchase the notes upon a Change of Control, an Asset Sale or Casualty Event could cause a default under these other agreements, even if the Change of Control, Asset Sale or Casualty Event itself does not, due to the financial effect of such repurchases on NRG. In the event a Change of Control, Asset Sale or Casualty Event occurs at a time when NRG is prohibited from purchasing notes, NRG could seek the consent of the holders of Priority Lien Debt to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If NRG does not obtain a consent or repay those borrowings, NRG will remain prohibited from purchasing notes. In that case, NRG’s failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under the Credit Agreement and could constitute a default under other indebtedness. Finally, NRG’s ability to pay cash to the holders of notes upon a repurchase may be limited by NRG’s then existing financial resources. See “Risk Factors — We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.”

Selection and Notice

      If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows:
 	 	
 	      (1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or	
 	 	
 	      (2) if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate.	
      No notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

      If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the

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original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Certain Covenants

 	Changes in Covenant When Notes Rated Investment Grade	
      If on any date following the date of the indenture:
 	 	
 	      (1) the rating assigned to the notes by each of S&P and Moody’s is an Investment Grade Rating; and	
 	 	
 	      (2) no Default or Event of Default shall have occurred and be continuing, then, beginning on that day and subject to the provisions of the following two paragraphs, the covenants specifically listed under the following captions will be suspended as to the notes:	

 	      (d) “— Repurchase at the Option of Holders — Asset Sales;” provided that those provisions relating to the Sale of Collateral and the application of the proceeds therefrom will remain in full force and effect and will not be suspended;	
 	 	
 	      (e) “— Restricted Payments;”	
 	 	
 	      (f) “— Incurrence of Indebtedness and Issuance of Preferred Stock;”	
 	 	
 	      (g) “— Dividend and Other Payment Restrictions Affecting Subsidiaries;”	
 	 	
 	      (h) “— Designation of Restricted and Unrestricted Subsidiaries;”	
 	 	
 	      (i) “— Transactions with Affiliates;” and	
 	 	
 	      (j) clause (4) of the covenant described below under the caption “— Merger, Consolidation or Sale of Assets.”	
Clauses (a) through (g) above are collectively referred to as the “Suspended Covenants.”

      During any period that the foregoing covenants have been suspended, NRG’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the covenant described below under the caption “— Designation of Restricted and Unrestricted Subsidiaries” or the second paragraph of the definition of “Unrestricted Subsidiary.”

      If at any time the notes are downgraded from an Investment Grade Rating by either S&P or Moody’s, the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended and be applicable pursuant to the terms of the indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the indenture), unless and until the notes subsequently attain an Investment Grade Rating from each of S&P and Moody’s (in which event the Suspended Covenants will again be suspended for such time that the notes maintain an Investment Grade Rating from each of S&P and Moody’s);  provided, however,  that no Default, Event of Default or breach of any kind will be deemed to exist under the indenture, the notes or the Subsidiary Guarantees with respect to the Suspended Covenants based on, and none of NRG or any of its Subsidiaries will bear any liability for, any actions taken or events occurring after the notes attain an Investment Grade Rating from each of S&P and Moody’s and before any reinstatement of the Suspended Covenants as provided above, or any actions taken at any time pursuant to any contractual obligation arising prior to the reinstatement, regardless of whether those actions or events would have been permitted if the applicable Suspended Covenant had remained in effect during such period.

 	Restricted Payments	
      NRG will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:
 	 	
 	      (1) declare or pay any dividend or make any other payment or distribution on account of NRG’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving NRG or any of its Restricted Subsidiaries) or to the direct or indirect holders of NRG’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such	
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 	(other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of NRG or to NRG or a Restricted Subsidiary of NRG);	
 	 	
 	      (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving NRG) any Equity Interests of NRG or any direct or indirect parent of NRG (other than any such Equity Interests owned by NRG or any Restricted Subsidiary of NRG);	
 	 	
 	      (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of NRG or any Guarantor that is contractually subordinated to the notes or any Subsidiary Guarantee of the notes (excluding any intercompany Indebtedness between or among NRG and any of its Restricted Subsidiaries), except (a) a payment of interest or principal at the Stated Maturity thereof or (b) a payment, purchase, redemption, defeasance, acquisition or retirement of any subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or payment at final maturity, in each case due within one year of the date of payment, purchase, redemption, defeasance, acquisition or retirement; or make any Restricted Investment	
(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:
 	 	
 	      (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and	
 	 	
 	      (2) NRG would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;” and	
 	 	
 	      (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by NRG and its Restricted Subsidiaries since the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7), (8), (9) and (10) of the next succeeding paragraph), is less than the sum, without duplication, of:	

 	      (a) 50% of the Consolidated Net Income of NRG for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the indenture to the end of NRG’s most recently ended fiscal quarter for which financial statements are publicly available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit),  plus	
 	 	
 	      (b) 100% of the aggregate net cash proceeds received by NRG since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of NRG (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of NRG that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of NRG),  plus	
 	 	
 	      (c) 100% of the aggregate net cash proceeds received upon the sale or other disposition of any Investment (other than a Permitted Investment) made since the date of the indenture;  plus  the net reduction in Investments (other than Permitted Investments) in any Person resulting from dividends, repayments of loans or advances or other transfers of assets subsequent to the date of the indenture, in each case to NRG or any Restricted Subsidiary from such Person;  plus  to the extent that the ability to make Restricted Payments was reduced as the result of the designation of an Unrestricted Subsidiary, the portion (proportionate to NRG’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is redesignated, or liquidated or merged into, a Restricted Subsidiary;  provided,  in each case, that the foregoing may not	
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 	exceed, in the aggregate, the amount of all Investments which previously reduced the ability to make Restricted Payments, plus	
 	 	
 	      (d) 50% of any dividends received by NRG or a Restricted Subsidiary of NRG that is a Guarantor after the date of the indenture from an Unrestricted Subsidiary of NRG, to the extent that such dividends were not otherwise included in Consolidated Net Income of NRG for such period.	
      The preceding provisions will not prohibit:
 	 	
 	      (1) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the indenture;	
 	 	
 	      (2) so long as no Default has occurred and is continuing or would be caused thereby, the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of NRG) of, Equity Interests of NRG (other than Disqualified Stock) or from the contribution of common equity capital to NRG;  provided  that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;	
 	 	
 	      (3) so long as no Default has occurred and is continuing or would be caused thereby, the defeasance, redemption, repurchase or other acquisition of Indebtedness of NRG or any Guarantor that is contractually subordinated to the notes or to any Subsidiary Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;	
 	 	
 	      (4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of NRG to the holders of its Equity Interests on a pro rata basis;	
 	 	
 	      (5) so long as no Default has occurred and is continuing or would be caused thereby, (a) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of NRG or any Restricted Subsidiary of NRG held by any current or former officer, director or employee of NRG or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, severance agreement, shareholders’ agreement or similar agreement, employee benefit plan or (b) the cancellation of Indebtedness owing to NRG or any of its Restricted Subsidiaries from any current or former officer, director or employee of NRG or any of its Restricted Subsidiaries in connection with a repurchase of Equity Interests of NRG or any of its Restricted Subsidiaries;  provided  that the aggregate price paid for the actions in clause (a) may not exceed $1.0 million in any twelve-month period and $5.0 million in the aggregate since the date of the indenture;  provided, further  that (i) such amount in any calendar year may be increased by the cash proceeds of “key man” life insurance policies received by NRG and its Restricted Subsidiaries after the date of the indenture less any amount previously applied to the making of Restricted Payments pursuant to this clause (5) and (ii) cancellation of the Indebtedness owing to NRG from employees, officers, directors and consultants of NRG or any of its Restricted Subsidiaries in connection with a repurchase of Equity Interests of NRG from such Persons shall be permitted under this clause (5) as if it were a repurchase, redemption, acquisition or retirement for value subject hereto;	
 	 	
 	      (6) the repurchase of Equity Interests in connection with the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;	
 	 	
 	      (7) so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of NRG or any Restricted Subsidiary of NRG issued on or after the date of the indenture in accordance with the terms of the indenture;	
 	 	
 	      (8) payments, not to exceed $2.0 million in the aggregate since the date of the indenture, to holders of NRG’s Capital Stock in lieu of the issuance of fractional shares of its Capital Stock;	
 	 	
 	      (9) the consummation of the Refinancing Transactions and the transactions specifically provided for in the NRG Plan of Reorganization as in effect on the date of the indenture;	
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 	      (10) the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all the holders of Capital Stock of NRG pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics;  provided  that any such purchase, redemption, acquisition, cancellation or other retirement of such rights is not for the purpose of evading the limitations of this covenant (all as determined in good faith by the Board of Directors of NRG);	
 	 	
 	      (11) so long as no Default has occurred and is continuing or would be caused thereby, upon the occurrence of a Change of Control and after the completion of the offer to repurchase the notes as described above under the caption “— Repurchase at the Option of Holders — Change of Control” (including the purchase of all notes tendered), any purchase, defeasance, retirement, redemption or other acquisition of Capital Stock or Indebtedness that is contractually subordinated to the notes or any subsidiary guarantee required under the terms of such Capital Stock or Indebtedness as a result of such Change of Control; and	
 	 	
 	      (12) so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $50.0 million since the date of the indenture.	
      The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by NRG or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors whose resolution with respect thereto will be delivered to the trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $35.0 million.

 	Incurrence of Indebtedness and Issuance of Preferred Stock	
      NRG will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively,  “incur” ) any Indebtedness (including Acquired Debt), and NRG will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however,  that NRG may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness or issue preferred stock, if the Fixed Charge Coverage Ratio for NRG’s most recently ended four full fiscal quarters for which financial statements are publicly available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

      The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt” ):
 	 	
 	      (1) the incurrence by NRG and PMI (and the guarantee thereof by the Guarantors) of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of NRG and its Restricted Subsidiaries thereunder) not to exceed $1.45 billion  less  the aggregate amount of all repayments, optional or mandatory, of the principal of any term Indebtedness under a Credit Facility that have been made by NRG or any of its Restricted Subsidiaries since the date of the indenture with the Net Proceeds of Asset Sales (other than Excluded Proceeds) and Casualty Events and  less,  without duplication, the aggregate amount of all repayments or commitment reductions with respect to any revolving credit borrowings under a Credit Facility that have been made by NRG or any of its Restricted Subsidiaries since the date of the indenture as a result of the application of the Net Proceeds of Asset Sales (other than Excluded Proceeds) and Casualty Events in accordance with the covenant described above under the caption “Asset Sales” (excluding temporary reductions in revolving credit borrowings as contemplated by that covenant);	
 	 	
 	      (2) the incurrence by NRG and its Restricted Subsidiaries of the Existing Indebtedness;	
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 	      (3) the incurrence by NRG and the Guarantors of Indebtedness represented by the notes and the related Subsidiary Guarantees to be issued on the date of the indenture and the exchange notes and the related Subsidiary Guarantees to be issued pursuant to the registration rights agreement;	
 	 	
 	      (4) the incurrence by NRG or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement or lease of property (real or personal), plant or equipment used in the business of NRG or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed $150.0 million at any time outstanding;	
 	 	
 	      (5) the incurrence by NRG or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (11), (13) or (16) of this paragraph;	
 	 	
 	      (6) the incurrence by NRG or any of its Restricted Subsidiaries of intercompany Indebtedness between or among NRG and any of its Restricted Subsidiaries;  provided, however,  that:	

 	      (a) if NRG or any Guarantor is the obligor on such Indebtedness and the payee is not NRG or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of NRG, or the Subsidiary Guarantee, in the case of a Guarantor; and	
 	 	
 	      (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than NRG or a Restricted Subsidiary of NRG and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either NRG or a Restricted Subsidiary of NRG; will be deemed, in each case, to constitute an incurrence of such Indebtedness by NRG or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);	

 	      (7) the issuance by any of NRG’s Restricted Subsidiaries to NRG or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however,  that:	

 	      (a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than NRG or a Restricted Subsidiary of NRG; and	
 	 	
 	      (b) any sale or other transfer of any such preferred stock to a Person that is not either NRG or a Restricted Subsidiary of NRG; will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);	

 	      (8) the incurrence by NRG or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business and not for speculative purposes;	
 	 	
 	      (9) the guarantee by (i) NRG or any of the Guarantors of Indebtedness of NRG or a Restricted Subsidiary of NRG that was permitted to be incurred by another provision of this covenant; (ii) any of the Excluded Project Subsidiaries of Indebtedness of any other Excluded Project Subsidiary; and (iii) any of the Excluded Foreign Subsidiaries of Indebtedness of any other Excluded Foreign Subsidiary;  provided  that if the Indebtedness being guaranteed is subordinated to or  pari passu  with the notes, then the guarantee shall be subordinated to the same extent as the Indebtedness guaranteed;	
 	 	
 	      (10) the incurrence by NRG or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) inadvertently drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is covered within five business days;	
 	 	
 	      (11) the Xcel Note and the Creditor Notes, if any;	
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 	      (12) the incurrence by NRG or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptance and performance and surety bonds provided by NRG or a Restricted Subsidiary in the ordinary course of business;	
 	 	
 	      (13) the incurrence of Additional Non-Recourse Debt by any Excluded Subsidiary if, immediately after giving effect to the incurrence of such Additional Non-Recourse Debt and the application of the proceeds therefrom, NRG’s pro forma Secured Leverage Ratio would not exceed 2.75 to 1.0;	
 	 	
 	      (14) the incurrence of Indebtedness that may be deemed to arise as a result of agreements of NRG or any Restricted Subsidiary of NRG providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the disposition of any business, assets or Equity Interests of any Subsidiary;  provided  that the aggregate maximum liability associated with such provisions may not exceed the gross proceeds (including non-cash proceeds) of such disposition;	
 	 	
 	      (15) the incurrence by NRG or any Restricted Subsidiary of NRG of Indebtedness represented by letters of credit, guarantees of Indebtedness or other similar instruments to the extent (i) such instruments are cash collateralized and (ii) NRG or such Restricted Subsidiary would have been permitted to expend the funds used to cash collateralize such instrument directly under the terms of the indenture; and	
 	 	
 	      (16) the incurrence by NRG and/or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (16), not to exceed $250.0 million.	
      NRG will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of NRG or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Subsidiary Guarantee on substantially identical terms;  provided, however,  that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of NRG solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.

      For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, NRG will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant;  provided,  in each such case, that the amount thereof is included in Fixed Charges of NRG as accrued.

      For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred;  provided  that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced.

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      The amount of any Indebtedness outstanding as of any date will be:
 	 	
 	      (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;	
 	 	
 	      (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and	
 	 	
 	      (3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:	

 	      (a) the Fair Market Value of such asset at the date of determination, and	
 	 	
 	      (b) the amount of the Indebtedness of the other Person;	
providedthat any changes in any of the above shall not give rise to a default under this covenant.

 	Liens	
      NRG will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens.

      NRG will not, and will not permit any of its Restricted Subsidiaries to, grant or permit to exist a Lien upon any property (whether then held by it or to be acquired by it at a future time) as security for any Parity Lien Debt, unless (1) such Lien secures all Parity Lien Obligations (including the notes) on an equal and ratable basis and (2) the collateral trustee holds an enforceable and perfected Lien upon such property as security equally and ratably for all Parity Lien Obligations.

 	Sale and Leaseback Transactions	
      NRG will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that NRG or any Guarantor may enter into a sale and leaseback transaction if:
 	 	
 	      (1) NRG or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption “— Liens;”	
 	 	
 	      (2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is subject of that sale and leaseback transaction, as determined in good faith by the Board of Directors of NRG; and	
 	 	
 	      (3) if such sale and leaseback transaction constitutes an Asset Sale, the transfer of assets in that sale and leaseback transaction is permitted by, and NRG applies the proceeds of such transaction in compliance with, the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales.”	

 	Dividend and Other Payment Restrictions Affecting Subsidiaries	
      NRG will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
 	 	
 	      (1) pay dividends or make any other distributions on its Capital Stock to NRG or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to NRG or any of its Restricted Subsidiaries;	
 	 	
 	      (2) make loans or advances to NRG or any of its Restricted Subsidiaries; or	
 	 	
 	      (3) transfer any of its properties or assets to NRG or any of its Restricted Subsidiaries.	
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      However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
 	 	
 	      (1) agreements governing Existing Indebtedness, the Creditor Notes, if any, and Credit Facilities as in effect on the date of the indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements;  provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture;	
 	 	
 	      (2) the indenture, the notes, the security documents and the Subsidiary Guarantees (including the exchange notes and related Subsidiary Guarantees);	
 	 	
 	      (3) applicable law, rule, regulation or order;	
 	 	
 	      (4) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into in the ordinary course of business;	
 	 	
 	      (5) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;	
 	 	
 	      (6) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;	
 	 	
 	      (7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;	
 	 	
 	      (8) Liens permitted to be incurred under the provisions of the covenant described above under the caption “— Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;	
 	 	
 	      (9) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of NRG’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;	
 	 	
 	      (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;	
 	 	
 	      (11) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which NRG or any Restricted Subsidiary of NRG is a party entered into in the ordinary course of business;  provided  that such agreement prohibits the encumbrance of solely the property or assets of NRG or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of NRG or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;	
 	 	
 	      (12) any instrument governing Indebtedness or Capital Stock of a Person acquired by NRG or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;  provided  that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;	
 	 	
 	      (13) Indebtedness of a Restricted Subsidiary of NRG existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by NRG;	
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 	      (14) with respect to clause (3) of the first paragraph of this covenant only, restrictions encumbering property at the time such property was acquired by NRG or any of its Restricted Subsidiaries, so long as such restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; and	
 	 	
 	      (15) any encumbrance or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph of this covenant imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above;  provided  that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of NRG’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewals, increase, supplement, refunding, replacement or refinancing.	

 	Merger, Consolidation or Sale of Assets	
      NRG may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not NRG is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of NRG and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:
 	 	
 	      (1) either: (a) NRG is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than NRG) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia;  provided  that if the Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the notes pursuant to a supplemental indenture duly executed by the trustee;	
 	 	
 	      (2) the Person formed by or surviving any such consolidation or merger (if other than NRG) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of NRG under the notes, the indenture, the registration rights agreement and the security documents pursuant to supplemental agreements reasonably satisfactory to the trustee and the collateral trustee;	
 	 	
 	      (3) immediately after such transaction, no Default or Event of Default exists; and	
 	 	
 	      (4) (i) NRG or the Person formed by or surviving any such consolidation or merger (if other than NRG), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” or (ii) NRG’s Fixed Charge Coverage Ratio is greater after giving pro forma effect to such consolidation or merger and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period than NRG’s actual Fixed Charge Coverage Ratio for the period.	
      In addition, NRG may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

      This “Merger, Consolidation or Sale of Assets” covenant will not apply to:
 	 	
 	      (1) a merger of NRG with an Affiliate solely for the purpose of reincorporating NRG in another jurisdiction; and	
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 	      (2) any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among NRG and its Restricted Subsidiaries, including by way of merger or consolidation.	

 	Transactions with Affiliates	
      NRG will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of NRG (each, an  “Affiliate Transaction” ), unless:
 	 	
 	      (1) the Affiliate Transaction is on terms that are no less favorable to NRG (as reasonably determined by NRG) or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by NRG or such Restricted Subsidiary with an unrelated Person; and	
 	 	
 	      (2) NRG delivers to the trustee:	

 	      (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and	
 	 	
 	      (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $35.0 million, an opinion as to the fairness to NRG or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.	
      The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:
 	 	
 	      (1) any employment agreement or director’s engagement agreement, employee benefit plan, officer and director indemnification agreement or any similar arrangement entered into by NRG or any of its Restricted Subsidiaries in the ordinary course of business or approved by the Board of Directors of NRG in good faith;	
 	 	
 	      (2) transactions between or among NRG and/or its Restricted Subsidiaries;	
 	 	
 	      (3) transactions with a Person (other than an Unrestricted Subsidiary of NRG) that is an Affiliate of NRG solely because NRG owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;	
 	 	
 	      (4) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of NRG;	
 	 	
 	      (5) any issuance of Equity Interests (other than Disqualified Stock) of NRG or its Restricted Subsidiaries to Affiliates of NRG;	
 	 	
 	      (6) Restricted Payments that do not violate the provisions of the indenture described above under the caption “— Restricted Payments”;	
 	 	
 	      (7) any agreement in effect as of the date of the indenture or any amendment thereto or replacement thereof and any transaction contemplated thereby or permitted thereunder, so long as any such amendment or replacement agreement taken as a whole is not more disadvantageous to the Holders than the original agreement as in effect on the date of the indenture;	
 	 	
 	      (8) payments or advances to employees or consultants that are incurred in the ordinary course of business or that are approved by the Board of Directors of NRG in good faith;	
 	 	
 	      (9) the existence of, or the performance by NRG or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the date of the indenture and any similar agreements which it may enter into thereafter;  provided, however,  that the existence of, or the performance by NRG or	
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 	any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the date of the indenture shall only be permitted by this clause (9) to the extent that the terms of any such amendment or new agreement are not otherwise more disadvantageous to the holders of the notes in any material respect;	
 	 	
 	      (10) transactions permitted by, and complying with, the provisions of the covenant described under “— Merger, Consolidation or Sale of Assets;”	
 	 	
 	      (11) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case, in the ordinary course of business (including pursuant to joint venture agreements) and otherwise in compliance with the terms of the indenture that are fair to NRG and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of NRG or the senior management thereof, or are on terms not materially less favorable taken as a whole as might reasonably have been obtained at such time from an unaffiliated party;	
 	 	
 	      (12) any repurchase, redemption or other retirement of Capital Stock of NRG held by employees of NRG or any of its Subsidiaries at a price not in excess of the Fair Market Value thereof and, if greater than $1.0 million, approved by the Board of Directors;	
 	 	
 	      (13) loans or advances to employees or consultants in the ordinary course of business not to exceed $2.0 million in the aggregate at any one time outstanding;	
 	 	
 	      (14) the Reorganization Events and the Refinancing Transactions and the payment of all fees and expenses related thereto; and	
 	 	
 	      (15) any agreement to do any of the foregoing.	

 	Business Activities	
      NRG will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to NRG and its Restricted Subsidiaries taken as a whole.

 	Additional Subsidiary Guarantees	
      If NRG or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than an Excluded Subsidiary) after the date of the indenture or if any Excluded Subsidiary that is a Domestic Subsidiary ceases to be an Excluded Subsidiary after the date of the indenture, then such newly acquired or created Subsidiary, or former Excluded Subsidiary, will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 30 business days of the date on which it was acquired or created or ceased to be an Excluded Subsidiary.

 	Designation of Restricted and Unrestricted Subsidiaries	
      The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by NRG and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption “— Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by NRG. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

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 	Payments for Consent	
      NRG will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

      Whether or not required by the Commission’s rules and regulations, so long as any notes are outstanding, NRG will furnish to the holders of notes or cause the trustee to furnish to the holders of notes, within the time periods specified in the Commission’s rules and regulations:
 	 	
 	      (1) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if NRG were required to file such reports; and	
 	 	
 	      (2) all current reports that would be required to be filed with the Commission on Form 8-K if NRG were required to file such reports.	
      All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on NRG’s consolidated financial statements by NRG’s independent registered public accounting firm. In addition, following the consummation of the exchange offer contemplated by the registration rights agreement, NRG will file a copy of each of the reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will post the reports on its website within those time periods.

      If, at any time after consummation of the exchange offer contemplated by the registration rights agreement, NRG is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, NRG will nevertheless continue filing the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. NRG agrees that it will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept NRG’s filings for any reason, NRG will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if NRG were required to file those reports with the Commission.

      In addition, NRG and the Guarantors agree that, for so long as any notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Security

      The obligations of NRG with respect to the notes, the obligations of the Guarantors under the guarantees, all obligations under any future Parity Lien Debt, all other Parity Lien Obligations and the performance of all other obligations of NRG, the Guarantors and NRG’s other Restricted Subsidiaries under the Note Documents will be secured equally and ratably by second-priority security interests in the Collateral granted to the collateral trustee for the benefit of the holders of the Parity Lien Obligations. These Liens will be junior in priority to the Liens securing Priority Lien Obligations up to the Priority Lien Cap and other Permitted Prior Liens. The Liens securing Priority Lien Obligations will also be held by the collateral trustee. In addition, certain assets will be pledged to secure obligations under the Credit Agreement that will not be pledged to secure the notes.

      The Collateral comprises all of the assets of NRG and the Guarantors, other than the Excluded Assets. Although the Excluded Perfection Assets will be included in the Collateral, NRG and the Guarantors will not be required to perfect the second-priority security interests in such assets and, as a result, the security interest

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granted to the collateral trustee in those assets may not have priority with respect to a competing security interest in those assets in favor of another secured creditor.

Collateral Trust Agreement

      On the date of the indenture, NRG and the Guarantors entered into a collateral trust agreement with the collateral trustee, which sets forth the terms on which the collateral trustee will receive, hold, administer, maintain, enforce and distribute the proceeds of all Liens upon any property of NRG or any Guarantor at any time held by it, in trust for the benefit of the present and future holders of the Secured Obligations.

 	Collateral Trustee	
      Deutsche Bank Trust Company Americas has been appointed collateral trustee pursuant to the collateral trust agreement to serve as the collateral trustee for the benefit of the holders of:
 	 	 	
 	• 	the notes;	
 	 	 	
 	• 	all other Parity Lien Obligations outstanding from time to time; and	
 	 	 	
 	• 	all Priority Lien Obligations outstanding from time to time.	
      The collateral trust agreement provides that the collateral trustee may not be the same institution serving as a Parity Debt Representative or a Priority Debt Representative, but any Priority Debt Representative may serve as an agent for the collateral trustee.

      The collateral trustee will hold (directly or through co-trustees, agents or sub-agents), and will be entitled to enforce, all Liens on the Collateral created by the security documents.

      Except as provided in the collateral trust agreement or as directed by an Act of Instructing Debtholders, the collateral trustee will not be obligated:
 	 	
 	      (1) to act upon directions purported to be delivered to it by any other Person;	
 	 	
 	      (2) to foreclose upon or otherwise enforce any Lien; or	
 	 	
 	      (3) to take any other action whatsoever with regard to any or all of the security documents, the Liens created thereby or the Collateral.	
      NRG will deliver to each Secured Debt Representative copies of all security documents delivered to the collateral trustee.

 	Enforcement of Security Interests	
      If the collateral trustee at any time receives a Notice of Actionable Default or other notice that an Actionable Default has occurred and is continuing, it will promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the collateral trustee may await direction by an Act of Instructing Debtholders and will act, or decline to act, as directed by an Act of Instructing Debtholders, in the exercise and enforcement of the collateral trustee’s interests, rights, powers and remedies in respect of the Collateral or under the security documents or applicable law and, following the initiation of such exercise of remedies, the collateral trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Instructing Debtholders. Unless it has been directed to the contrary by an Act of Instructing Debtholders, the collateral trustee in any event may (but shall not be obligated to) take or refrain from taking such action with respect to any Actionable Default as it may deem advisable and in the best interest of the holders of Secured Obligations.

 	Order of Application	
      The collateral trust agreement provides that if, pursuant to the exercise of any default remedies set forth in any security document, any Collateral is sold or otherwise realized upon by the collateral trustee, the proceeds

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received by the collateral trustee in respect of such Collateral will be distributed by the collateral trustee in the following order of application:

      FIRST, to the payment of all amounts payable under the collateral trust agreement on account of the collateral trustee’s fees or any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the collateral trustee or any co-trustee or agent in connection with any security document;

      SECOND, to the respective Priority Debt Representatives for application to the payment of Priority Lien Obligations equally and ratably, or to be held by the Priority Debt Representatives pending such application, until all Priority Lien Obligations have been paid in full in cash or the cash amount held by the Priority Debt Representatives in respect of all Priority Lien Obligations is sufficient to pay all Priority Lien Obligations in full in cash;

      THIRD, to the respective Parity Debt Representatives for application to the Parity Lien Obligations entitled to the benefit of such Collateral equally and ratably, or to be held by the Parity Debt Representatives pending such application, until all Parity Lien Obligations have been paid in full in cash or the cash amount held by the Parity Debt Representatives in respect of all Parity Lien Obligations is sufficient to pay all Parity Lien Obligations in full in cash; and

      FOURTH, any surplus remaining after the payment in full in cash of all of the Secured Obligations entitled to the benefit of such Collateral shall be paid to NRG or the other applicable Obligor, as the case may be, its successors or assigns, or as a court of competent jurisdiction may direct.

      If any Parity Debt Representative or any holder of a Parity Lien Obligation collects or receives any proceeds in respect of the Parity Lien Obligations that should have been applied to the payment of the Priority Lien Obligations in accordance with the paragraph above, whether after the commencement of a Bankruptcy Case or otherwise, such Parity Debt Representative or such holder of a Parity Lien Obligation, as the case may be, will forthwith deliver the same to the collateral trustee, for the account of the holders of the Priority Lien Obligations, in the form received, duly indorsed to the collateral trustee, to be applied in accordance with the provisions set forth above under this caption “— Order of Application.” Until so delivered, such proceeds will be held by such Parity Debt Representative or such holder of a Parity Lien Obligation, as the case may be, for the benefit of the holders of the Priority Lien Obligations and shall be deemed to be held segregated from other funds and property held by such Parity Debt Representative or such holder of a Parity Lien Obligation.

 	Release of Liens on Collateral	
      The collateral trust agreement provides that the collateral trustee’s Liens upon the Collateral will be released:
 	 	
 	      (1) in whole, upon (a) the payment in full and discharge of all outstanding Secured Debt and all other Secured Obligations that are outstanding, due and payable at the time all of the Secured Debt is paid in full and discharged, (b) the return in full of all outstanding Credit-Linked Deposits (or similar deposits) made under all Secured Debt Documents and (c) the termination or expiration of all commitments to extend credit under all Secured Debt Documents and the cancellation or termination of all outstanding letters of credit issued pursuant to any Secured Debt Documents;	
 	 	
 	      (2) as to any Collateral that is sold, transferred or otherwise disposed of by NRG or any other Obligor in a transaction or other circumstance which is not prohibited by all of the Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; and	
 	 	
 	      (3) as to any Collateral other than Collateral being released pursuant to clauses (1) or (2) of this paragraph, if consent to the release of such Collateral has been given by an Act of Instructing Debtholders;  provided  that if such Collateral represents all or substantially all of the Collateral, consent to release of such Collateral has been given by the requisite percentage or number of holders of each Series of Secured Debt under the applicable Secured Debt Document, and in each case, such release has become effective in accordance with such consent.	
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 	Further Assurances; Insurance	
      The collateral trust agreement and the other security documents provide that NRG and each of the other Obligors will do or cause to be done all acts and things that may be required, or that the collateral trustee from time to time may reasonably request, to assure and confirm that the collateral trustee holds, for the benefit of the holders of the applicable Secured Obligations, duly created and enforceable and except in the case of any Excluded Perfection Assets, perfected Liens upon the Collateral, including after-acquired Collateral and any property or assets which become Collateral pursuant to the definition thereof after the notes are issued, subject, in the case of Parity Lien Obligations, only to the Priority Liens and those Liens that arise by operation of law and are not voluntarily granted, in each case as contemplated by the Secured Debt Documents.

      Upon the reasonable request of the collateral trustee at any time and from time to time, NRG and each of the other Obligors will promptly execute, acknowledge and deliver such security documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the collateral trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Secured Debt Documents for the benefit of the holders of Secured Obligations.

      NRG and the Guarantors (1) will keep their properties adequately insured at all times by financially sound and reputable insurers, which, in the case of any insurance on any mortgaged property, are licensed to do business in the States where the applicable mortgaged property is located; (2) maintain such other insurance, to such extent and against such risks (and with such deductibles, retentions and exclusions), including fire and other risks insured against by extended coverage and coverage for acts of terrorism, as is customary with companies in the same or similar businesses operating in the same or similar locations, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by them; (3) maintain such other insurance as may be required by law; and (4) maintain such other insurance as otherwise required by the security documents. Upon the request of the collateral trustee, NRG and the Guarantors will furnish to the collateral trustee full information as to their property and liability insurance carriers.

 	Amendment of Security Documents	
      The collateral trust agreement provides that no amendment or supplement to the provisions of any security document will be effective without the approval of the collateral trustee acting as directed by an Act of Instructing Debtholders, except that:
 	 	
 	      (1) any amendment or supplement that has the effect solely of adding or maintaining Collateral, securing additional Secured Debt that was otherwise permitted by the terms of the Secured Debt Documents to be secured by the Collateral or preserving or perfecting the Liens thereon or the rights of the collateral trustee therein, or adding or maintaining any guarantee, will become effective when executed and delivered by NRG or any other applicable Obligor party thereto and the collateral trustee;	
 	 	
 	      (2) no amendment or supplement that reduces, impairs or adversely affects the right of any Secured Debtholder (a) to vote its outstanding Secured Debt as to any matter described as subject to an Act of Instructing Debtholders (or amends the provisions of this clause (2) or the definition of “Act of Instructing Debtholders” or “Actionable Default”), (b) to share in the order of application described above under “— Order of Application” in the proceeds of enforcement of or realization on any Collateral, in each case that has not been released in accordance with the provisions described above under “— Release of Liens on Collateral” or (c) to require that Liens securing Secured Obligations be released only as set forth in the provisions described above under the caption “— Release of Liens on Collateral,” will become effective without consent of the requisite percentage or number of holders of each Series of Secured Debt so affected under the applicable Secured Debt Document; and	
 	 	
 	      (3) no amendment or supplement that imposes any obligation upon the collateral trustee or any Secured Debt Representative or adversely affects the rights of the collateral trustee or any Secured Debt	
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 	Representative, respectively, in its capacity as such will become effective without the consent of the collateral trustee or such Secured Debt Representative, respectively.	
      Any amendment or supplement to the provisions of the security documents that releases Collateral will be effective only in accordance with the requirements set forth in the applicable Secured Debt Document referenced above under the caption “— Release of Liens on Collateral.”

Provisions of the Indenture Relating to Security

 	Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt; Sharing Confirmation	
      The indenture provides that, notwithstanding:
 	 	
 	      (1) anything to the contrary contained in the security documents;	
 	 	
 	      (2) the time of incurrence of any Series of Parity Lien Debt;	
 	 	
 	      (3) the order or method of attachment or perfection of any Liens securing any Series of Parity Lien Debt;	
 	 	
 	      (4) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral;	
 	 	
 	      (5) the time of taking possession or control over any Collateral; or	
 	 	
 	      (6) the rules for determining priority under any law governing relative priorities of Liens:	

 	      (a) all Liens at any time granted by NRG or any other Obligor to secure any of the Parity Lien Debt shall secure, equally and ratably, all present and future Parity Lien Obligations; and	
 	 	
 	      (b) all proceeds of all Liens at any time granted by NRG or any Obligor to secure any of the Parity Lien Debt and other Parity Lien Obligations shall be allocated and distributed equally and ratably on account of the Parity Lien Debt and other Parity Lien Obligations.	
      The foregoing provision is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Parity Lien Obligations, each present and future Parity Debt Representative and the collateral trustee as holder of Parity Liens. The Parity Debt Representative of each future Series of Parity Lien Debt will be required to deliver a Sharing Confirmation to the trustee at the time of incurrence of such Series of Parity Lien Debt.

 	Ranking of Note Liens	
      The indenture provides that, notwithstanding:
 	 	
 	      (1) anything to the contrary contained in the security documents;	
 	 	
 	      (2) the time of incurrence of any Series of Secured Debt;	
 	 	
 	      (3) the order or method of attachment or perfection of any Liens securing any Series of Secured Debt;	
 	 	
 	      (4) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral;	
 	 	
 	      (5) the time of taking possession or control over any Collateral; or	
 	 	
 	      (6) the rules for determining priority under any law governing relative priorities of Liens,	
all Liens at any time granted by NRG or any other Obligor to secure any of the Parity Lien Debt will be subject and subordinate to Priority Liens securing Priority Lien Obligations up to the Priority Lien Cap.

      The foregoing provision is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Priority Lien Obligations, each present and future Priority Debt Representative

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and the collateral trustee as holder of Priority Liens. No other Person will be entitled to rely on, have the benefit of or enforce this provision.

      In addition, the foregoing provision is intended solely to set forth the relative ranking, as Liens, of the Liens securing Parity Lien Debt as against the Priority Liens. Neither the notes nor any other Parity Lien Obligations nor the exercise or enforcement of any right or remedy for the payment or collection thereof are intended to be, or will ever be by reason of the foregoing provision, in any respect subordinated, deferred, postponed, restricted or prejudiced.

 	Release of Security Interests in Respect of Notes	
      The indenture and the collateral trust agreement provide that the collateral trustee’s Liens upon the Collateral will no longer secure the notes outstanding under the indenture or any other Obligations under the indenture, and the right of the holders of the notes and such Obligations to the benefits and proceeds of the collateral trustee’s Liens on Collateral will terminate and be discharged:
 	 	
 	      (1) upon satisfaction and discharge of the indenture as set forth under the caption “— Satisfaction and Discharge;”	
 	 	
 	      (2) upon a Legal Defeasance or Covenant Defeasance of the notes as set forth under the caption “— Legal Defeasance and Covenant Defeasance;” or	
 	 	
 	      (3) upon payment in full and discharge of all notes outstanding under the indenture and all related Obligations that are outstanding, due and payable under the indenture at the time the notes are paid in full and discharged.	
Events of Default and Remedies

      Each of the following is an Event of Default:
 	 	
 	      (1) default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the notes;	
 	 	
 	      (2) default in payment when due of the principal of, or premium, if any, on the notes;	
 	 	
 	      (3) failure by NRG or any of its Restricted Subsidiaries to comply with the provisions described under the captions “— Repurchase at the Option of Holders — Change of Control” or “— Certain Covenants — Merger, Consolidation or Sale of Assets;”	
 	 	
 	      (4) failure by NRG or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the indenture or the security documents;	
 	 	
 	      (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by NRG or any of its Restricted Subsidiaries (or the payment of which is guaranteed by NRG or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the indenture, if that default:	

 	      (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a  “Payment Default” ); or	
 	 	
 	      (b) results in the acceleration of such Indebtedness prior to its express maturity,	
and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more (excluding any amounts paid out of the claims reserve established pursuant to the NRG Plan of Reorganization);  provided  that this clause (5) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of NRG; (ii) Non-Recourse Debt of NRG Peaker Finance Company LLC; and (iii) Non-Recourse Debt of NRG or any of its Restricted Subsidiaries (except to the extent

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that NRG or any of its Restricted Subsidiaries that are not parties to such Non-Recourse Debt becomes directly or indirectly liable, including pursuant to any contingent obligation, for any Indebtedness thereunder and such liability, individually or in the aggregate, exceeds $50.0 million (excluding any amounts paid out of the claims reserve established pursuant to the NRG Plan of Reorganization));
 	 	
 	      (6) one or more judgments for the payment of money in an aggregate amount in excess of $50.0 million (excluding therefrom any amount covered by insurance as to which the insurer has acknowledged in writing its coverage obligation) or other judgments that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect shall be rendered against NRG any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of NRG or any Restricted Subsidiary to enforce any such judgment;	
 	 	
 	      (7) material breach by NRG or any of its Restricted Subsidiaries of any material representation or warranty or agreement in the security documents, the repudiation by NRG or any of its Restricted Subsidiaries of any of its material obligations under any of the security documents or the unenforceability of any of the security documents against NRG or any of its Restricted Subsidiaries for any reason with respect to Collateral having an aggregate Fair Market Value of $25.0 million or more;	
 	 	
 	      (8) except as permitted by the indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s); and	
 	 	
 	      (9) certain events of bankruptcy or insolvency described in the indenture with respect to NRG or any of its Restricted Subsidiaries (other than the Exempt Subsidiaries) that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.	
      In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to NRG, any Restricted Subsidiary (other than the Exempt Subsidiaries) that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all notes that are outstanding will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of all notes that are outstanding may declare all the notes to be due and payable immediately.

      Subject to certain limitations, holders of a majority in principal amount of the notes that are then outstanding may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notes is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages.

      Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a note may pursue any remedy with respect to the indenture or the notes unless:
 	 	
 	      (1) such holder has previously given the trustee notice that an Event of Default is continuing;	
 	 	
 	      (2) holders of at least 25% in aggregate principal amount of the notes that are then outstanding have requested the trustee to pursue the remedy;	
 	 	
 	      (3) such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;	
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 	      (4) the trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and	
 	 	
 	      (5) holders of a majority in aggregate principal amount of the notes that are then outstanding have not given the trustee a direction inconsistent with such request within such 60-day period.	
      The holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may, on behalf of the holders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, the notes.

      In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of NRG with the intention of avoiding payment of the premium that NRG would have had to pay if NRG then had elected to redeem the notes pursuant to the optional redemption provisions of the indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes. If an Event of Default occurs prior to December 15, 2008, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of NRG with the intention of avoiding the prohibition on redemption of the notes prior to December 15, 2008, then the premium specified in the indenture will also become immediately due and payable to the extent permitted by law upon the acceleration of the notes.

      NRG is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, NRG is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

      No director, officer, employee, incorporator or stockholder of NRG or any Guarantor, as such, will have any liability for any obligations of NRG or the Guarantors under the notes, the indenture, the Subsidiary Guarantees, the security documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

      NRG may, at its option and at any time, elect to have all of its obligations discharged with respect to notes that are outstanding and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees  (“Legal Defeasance”)  except for:
 	 	
 	      (1) the rights of holders of the notes that are then outstanding to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such notes when such payments are due from the trust referred to below;	
 	 	
 	      (2) NRG’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;	
 	 	
 	      (3) the rights, powers, trusts, duties and immunities of the trustee, and NRG’s and the Guarantors’ obligations in connection therewith; and	
 	 	
 	      (4) the Legal Defeasance provisions of the indenture.	
      In addition, NRG may, at its option and at any time, elect to have the obligations of NRG and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the indenture  (“Covenant Defeasance”)  and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation

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and insolvency events) described under “— Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

      In order to exercise either Legal Defeasance or Covenant Defeasance:
 	 	
 	      (1) NRG must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants to pay the principal of, or interest and premium and Liquidated Damages, if any, on the notes that are then outstanding on the Stated Maturity or on the applicable redemption date, as the case may be, and NRG must specify whether the notes are being defeased to maturity or to a particular redemption date;	
 	 	
 	      (2) in the case of Legal Defeasance, NRG has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) NRG has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;	
 	 	
 	      (3) in the case of Covenant Defeasance, NRG has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;	
 	 	
 	      (4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which NRG or any Guarantor is a party or by which NRG or any Guarantor is bound;	
 	 	
 	      (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which NRG or any of its Subsidiaries is a party or by which NRG or any of its Subsidiaries is bound;	
 	 	
 	      (6) NRG must deliver to the trustee an officers’ certificate stating that the deposit was not made by NRG with the intent of preferring the holders of notes over the other creditors of NRG with the intent of defeating, hindering, delaying or defrauding creditors of NRG or others; and	
 	 	
 	      (7) NRG must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.	
      The Collateral will be released from the Lien securing the notes, as provided under the caption “— Provisions of the Indenture Relating to Security — Release of Security Interests in Respect of Notes,” upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions described above.

Amendment, Supplement and Waiver

      Except as provided in the next two succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the holders of a majority in principal amount of the notes that are then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

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      Without the consent of each noteholder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):
 	 	
 	      (1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;	
 	 	
 	      (2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption “— Repurchase at the Option of Holders”);	
 	 	
 	      (3) reduce the rate of or change the time for payment of interest on any note;	
 	 	
 	      (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);	
 	 	
 	      (5) make any note payable in money other than that stated in the notes;	
 	 	
 	      (6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the notes;	
 	 	
 	      (7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “— Repurchase at the Option of Holders”);	
 	 	
 	      (8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the Subsidiary Guarantee and the indenture;	
 	 	
 	      (9) release any Collateral from the Liens created by the security documents except as specifically provided for in the indenture and the security documents; or	
 	 	
 	      (10) make any change in the preceding amendment and waiver provisions.	
      Notwithstanding the preceding, without the consent of any holder of notes, NRG, the Guarantors and the trustee may amend or supplement the indenture or the notes:
 	 	
 	      (1) to cure any ambiguity, defect or inconsistency;	
 	 	
 	      (2) to provide for uncertificated notes in addition to or in place of certificated notes;	
 	 	
 	      (3) to provide for the assumption of NRG’s obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of NRG’s assets;	
 	 	
 	      (4) to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any such holder;	
 	 	
 	      (5) to comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;	
 	 	
 	      (6) to make, complete or confirm any grant of Collateral permitted or required by the indenture or any of the security documents or any release of Collateral that becomes effective as set forth in the indenture or any of the security documents;	
 	 	
 	      (7) to conform the text of the indenture, the security documents or the notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the indenture, the Subsidiary Guarantees the security documents or the notes;	
 	 	
 	      (8) to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture as of the date hereof; or	
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 	      (9) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the notes.	
Satisfaction and Discharge

      The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:
 	 	
 	      (1) either:	

 	      (a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to NRG, have been delivered to the trustee for cancellation; or	
 	 	
 	      (b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and NRG or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;	

 	      (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which NRG or any Guarantor is a party or by which NRG or any Guarantor is bound;	
 	 	
 	      (3) NRG or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and	
 	 	
 	      (4) NRG has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.	
In addition, NRG must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

      The Collateral will be released from the Lien securing the notes, as provided under the caption “— Provisions of the Indenture Relating to Security — Release of Security Interests in Respect of Notes,” upon a satisfaction and discharge in accordance with the provisions described above.

Concerning the Trustee

      If the trustee becomes a creditor of NRG or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue (if the indenture has been qualified under the Trust Indenture Act) or resign.

      The holders of a majority in principal amount of the notes that are outstanding will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

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Additional Information

      Anyone who receives this prospectus may obtain a copy of the indenture, collateral trust agreement, security documents and registration rights agreement without charge by writing to NRG Energy, Inc., 901 Marquette Avenue, Suite 2300, Minneapolis, Minnesota, 155402-3265, Attention: Treasurer.

Book-Entry, Delivery and Form

      Except as set forth below, the notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000. The exchange notes initially will be represented by one or more notes in registered, global form without interest coupons (collectively, the  “Global Notes” ). The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company ( “DTC” ), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

      Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See “— Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form. Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

      The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. NRG takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

      DTC has advised NRG that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants” ) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants” ). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

      DTC has also advised NRG that, pursuant to procedures established by it:
 	 	
 	      (1) upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the Initial Purchasers with portions of the principal amount of the Global Notes; and	
 	 	
 	      (2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).	
      Investors in the Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. Euroclear and Clearstream will hold interests in the Global Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositories, which are Euroclear Bank S.A./ N.V., as operator

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of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

     Except as described below, owners of interest in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “Holders” thereof under the indenture for any purpose.

      Payments in respect of the principal of, and interest and premium, if any, and Liquidated Damages, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, NRG and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither NRG, the trustee nor any agent of NRG or the trustee has or will have any responsibility or liability for:
 	 	
 	      (1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or	
 	 	
 	      (2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.	
      DTC has advised NRG that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or NRG. Neither NRG nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and NRG and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

      Transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

      Cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

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      DTC has advised NRG that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

      Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither NRG nor the trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

      A Global Note is exchangeable for definitive notes in registered certificated form (“Certificated Notes”) if:
 	 	
 	      (1) DTC (a) notifies NRG that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, NRG fails to appoint a successor depositary;	
 	 	
 	      (2) NRG, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or	
 	 	
 	      (3) there has occurred and is continuing a Default or Event of Default with respect to the notes.	
      In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Notes

      Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes, if any.

Same Day Settlement and Payment

      NRG will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and Liquidated Damages, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. NRG will make all payments of principal, interest and premium, if any, and Liquidated Damages, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The notes represented by the Global Notes are expected to be eligible to trade in the PORTAL market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. NRG expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

      Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised NRG that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through

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a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Certain Definitions

      Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

     “Acquired Debt” means, with respect to any specified Person:

     “Account” has the meaning assigned to that term in the UCC.
 	 	
 	      (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and	
 	 	
 	      (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.	
     “Act of Instructing Debtholders” means, as to any matter at any time:
 	 	
 	      (1) prior to the Discharge of Priority Lien Obligations, a direction in writing delivered to the collateral trustee by or with the written consent of the Priority Debt Representatives representing the holders of Priority Lien Debt constituting more than 50% of the sum of:	

 	      (a) the aggregate outstanding amount of all Priority Lien Debt; and	
 	 	
 	      (b) the face amount of any outstanding letters of credit issued under Priority Lien Documents	
or, if such direction is delivered in respect of any act other than the enforcement of remedies or the protections of Liens on Collateral, 50% of the sum of:
 	 	
 	      (a) the aggregate outstanding amount of all Priority Lien Debt;	
 	 	
 	      (b) the aggregate undrawn commitments with respect to all Priority Lien Debt; and	
 	 	
 	      (c) the face amount of all outstanding letters of credit issued under any Priority Lien Debt Document; and	

 	      (2) at any time after the Discharge of Priority Lien Obligations, a direction in writing delivered to the collateral trustee by or with the written consent of the Parity Debt Representatives representing the Required Parity Debtholders.	
      For this purpose, Secured Debt registered in the name of, or beneficially owned by, NRG or any Affiliate of NRG will be deemed not to be outstanding and neither NRG nor any Affiliate of NRG shall be entitled to vote to direct the relevant Secured Debt Representative.

     “Actionable Default” means:
 	 	
 	      (1) prior to the Discharge of Priority Lien Obligations, the occurrence of any event of default under any Priority Lien Document, the result of which is that:	

 	      (a) the holders of Priority Lien Debt under such Priority Lien Document have the right to declare all of the Secured Obligations thereunder to be due and payable prior to the stated maturity thereof; or	
 	 	
 	      (b) such Secured Obligations automatically become due and payable prior to the stated maturity thereof; and	
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 	      (2) at any time after the Discharge of Priority Lien Obligations, the occurrence of any event of default under any Parity Lien Document, the result of which is that:	

 	      (a) the holders of Parity Lien Debt under such Parity Lien Document have the right to declare all of the Secured Obligations thereunder to be due and payable prior to the stated maturity thereof; or	
 	 	
 	      (b) such Secured Obligations automatically become due and payable prior to the stated maturity thereof.	
     “Additional Non-Recourse Debt” means Indebtedness of an Excluded Subsidiary of NRG that would qualify as Non-Recourse Debt but for the fact that Excluded Subsidiaries are obligors with respect thereto.

     “Administrative Agent” means Credit Suisse First Boston, acting through its Cayman Islands Branch, as administrative agent under the Credit Agreement.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise;  provided  that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

     “Arrangers” means Credit Suisse First Boston, acting through its Cayman Islands Branch, and Lehman Brothers Inc., as joint lead arrangers under the Credit Agreement.

     “Asset Acquisition” means (1) an Investment by NRG or any Restricted Subsidiary of NRG in any other Person if, as a result of such Investment, such Person becomes a Restricted Subsidiary of NRG, or is merged with or into NRG or any Restricted Subsidiary of NRG, or (2) the acquisition by NRG or any Restricted Subsidiary of NRG of all or substantially all of the assets of any other Person or any division or line of business of any other Person.

     “Asset Sale” means:
 	 	
 	      (1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, conveyance or other disposition of all or substantially all of the assets of NRG and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and	
 	 	
 	      (2) the issuance of Equity Interests in any of NRG’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.	
      Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:
 	 	
 	      (1) any single transaction or series of related transactions for which NRG or its Restricted Subsidiaries receive aggregate cash consideration of less than $30.0 million;	
 	 	
 	      (2) a transfer of assets or Equity Interests between or among NRG and its Restricted Subsidiaries;	
 	 	
 	      (3) an issuance of Equity Interests by a Restricted Subsidiary of NRG to NRG or to a Restricted Subsidiary of NRG;	
 	 	
 	      (4) the sale or lease of products or services in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;	
 	 	
 	      (5) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof;	
 	 	
 	      (6) the licensing of intellectual property;	
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 	      (7) the sale, lease, conveyance or other disposition for value of fuel or emission credits in the ordinary course of business;	
 	 	
 	      (8) the sale or other disposition of cash or Cash Equivalents;	
 	 	
 	      (9) a Restricted Payment that does not violate the covenant described above under the caption “— Certain Covenants — Restricted Payments” or a Permitted Investment; and	
 	 	
 	      (10) a disposition of assets (other than any assets securing Secured Debt) in connection with a foreclosure, transfer or deed in lieu of foreclosure or other exercise of remedial action.	
     “Asset Sale Offer” has the meaning assigned to that term in the indenture governing the notes.

     “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP;  provided, however,  that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

     “Bankruptcy Case” means any case under Title 11 of the United States Code or any or any comparable foreign law equivalent, or any successor bankruptcy law commenced voluntarily or involuntarily against NRG or any other Obligor.

     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

     “Board of Directors” means:
 	 	
 	      (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;	
 	 	
 	      (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;	
 	 	
 	      (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and	
 	 	
 	      (4) with respect to any other Person, the board or committee of such Person serving a similar function.	
     “Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

     “Capital Stock” means:
 	 	
 	      (1) in the case of a corporation, corporate stock;	
 	 	
 	      (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;	
 	 	
 	      (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and	
 	 	
 	      (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.	
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     “Cash Equivalents” means:
 	 	
 	      (1) United States dollars, Euros or, in the case of any Foreign Subsidiary, any local currencies held by it from time to time;	
 	 	
 	      (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government ( provided  that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;	
 	 	
 	      (3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;	
 	 	
 	      (4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;	
 	 	
 	      (5) commercial paper having one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and in each case maturing within 12 months after the date of acquisition; and	
 	 	
 	      (6) money market funds that invest primarily in securities described in clauses (1) through (5) of this definition.	
     “Casualty Event” means any damage to or destruction of a Facility that results in insurance proceeds in excess of $30.0 million.

     “Change of Control” means the occurrence of any of the following:
 	 	
 	      (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of NRG and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act, but excluding any employee benefit plan of NRG or any of its Restricted Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan);	
 	 	
 	      (2) the adoption of a plan relating to the liquidation or dissolution of NRG;	
 	 	
 	      (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of NRG, measured by voting power rather than number of shares;	
 	 	
 	      (4) NRG consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, NRG, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of NRG or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of NRG outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance); or	
 	 	
 	      (5) the first day on which a majority of the members of the Board of Directors of NRG are not Continuing Directors.	
     “Change of Control Offer” has the meaning assigned to it in the indenture governing the notes.

     “Class” means all Secured Parties having the same priority.

     “Collateral” means all properties and assets of the Obligors, now or hereafter acquired, other than the Excluded Assets.

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     “Collateral Agent” means Credit Suisse First Boston, acting through its Cayman Islands Branch, under the Credit Agreement.

     “collateral trustee” means Deutsche Bank Trust Company Americas in its capacity as collateral trustee under the collateral trust agreement, together with its successors in such capacity.

     “Commodity Account” has the meaning assigned to that term in the UCC.

     “Commodity Contract” has the meaning assigned to that term in the UCC.

     “Confirmation Order” means a certified order confirming any of the Plans.

     “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:
 	 	
 	      (1) an amount equal to any extraordinary loss (including any loss on the extinguishment or conversion of Indebtedness) plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale (without giving effect of the threshold provided in the definition thereof), to the extent such losses were deducted in computing such Consolidated Net Income;  plus	
 	 	
 	      (2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income;  plus	
 	 	
 	      (3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income;  plus	
 	 	
 	      (4) all non-recurring costs and expenses of NRG and its Restricted Subsidiaries incurred in connection with the Reorganization Events, including but not limited to non-recurring costs and expenses incurred in the related financing transactions and as a result of operating changes implemented within 18 months of the completion of the Reorganization Events;  plus	
 	 	
 	      (5) the amount of any restructuring charges (including, without limitation, retention, severance, facility closure costs and benefit charges) related to the Reorganization Events;  plus	
 	 	
 	      (6) any professional and underwriting fees related to any equity offering, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under the indenture and, in each case, deducted in such period in computing Consolidated Net Income;  plus	
 	 	
 	      (7) any non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity-incentive programs to the extent that such charges were deducted in computing such Consolidated Net Income;  plus	
 	 	
 	      (8) depreciation, depletion, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, depletion, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income;  minus	
 	 	
 	      (9) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business; in each case, on a consolidated basis and determined in accordance with GAAP;  provided, however,  that Consolidated Cash Flow of NRG will exclude the Consolidated Cash Flow attributable to Excluded Subsidiaries to the extent that the declaration or payment of dividends or similar distributions by the Excluded Subsidiary of that Consolidated Cash Flow is not, as a result of an Excluded Subsidiary Debt Default, then permitted by operation of the terms of the relevant Excluded Subsidiary Debt Agreement;  provided  that the Consolidated Cash Flow of the Excluded Subsidiary will only be so excluded for that portion of the period during which the condition described in the preceding proviso has occurred and is continuing.	
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     “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:
 	 	
 	      (1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions (including pursuant to other intercompany payments) paid in cash to the specified Person or a Restricted Subsidiary of the Person;	
 	 	
 	      (2) for purposes of the covenant described above under the caption “ — Restricted Payments” only, the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;	
 	 	
 	      (3) the cumulative effect of a change in accounting principles will be excluded; and	
 	 	
 	      (4) notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries.	
     “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of NRG who:
 	 	
 	      (1) was a member of such Board of Directors on the date of the indenture; or	
 	 	
 	      (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.	
     “Core Collateral” shall mean all Equity Interests in, and property and assets of, NRG MidAtlantic, NRG Northeast and NRG South Central and their respective subsidiaries (other than NRG Sterlington Power LLC, NRG Big Cajun I Peaking Power LLC and Bayou Cove Peaking Power LLC for so long as such entities shall constitute Excluded Project Subsidiaries), whether now owned or hereafter acquired.

     “Credit Agreement” means that certain Credit Agreement, dated as of December 23, 2003 by and among NRG; PMI; the lenders party thereto; Credit Suisse First Boston, acting through its Cayman Islands Branch, and Lehman Brothers, Inc., as joint lead book runners and joint lead arrangers; Credit Suisse First Boston, acting through its Cayman Islands Branch, as administrative agent and collateral agent; and Lehman Commercial Paper Inc., as syndication agent; providing for up to $1.450 billion of revolving credit and term loan borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

     “Credit Agreement Agent” means, at any time, so long as the Credit Agreement is in effect, the Person serving at such time as the “Administrative Agent” under the Credit Agreement or any other representative of the Lenders then most recently designated by the Lenders in accordance with the terms of the Credit Agreement, in a written notice delivered to each Secured Debt Representative and the collateral trustee, as the Credit Agreement Agent for the purposes of each of the Priority Lien Documents, and, at any time when the Credit Agreement shall no longer be in effect, the person serving at such time as the “Agent” or the “Administrative Agent” under the applicable Credit Facility or any other representative of the lenders thereunder then most recently designated by such lenders in accordance with the terms of the agreement relating to such facility, in a written notice delivered to each Secured Debt Representative and the collateral trustee, as the Credit Agreement Agent for the purposes of each of the Priority Lien Documents.

     “Credit Agreement Documents” means the Credit Agreement and the security documents relating to the Credit Agreement.

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     “Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, credit-linked deposits (or similar deposits) receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

     “Credit-Linked Deposits” means the cash deposit made by the Lenders to reimburse drawings on certain letters of credit issued under the Credit Agreement, which deposit is held by the Administrative Agent in accordance with the Credit Agreement.

     “Creditor Notes” shall mean unsecured notes issued by NRG in an aggregate principal amount of up to $100.0 million which may be issued pursuant to the NRG Plan of Reorganization to certain holders of unsecured pre-petition claims against NRG and PMI to the extent that NRG does not maintain a reserve for such claims after the date of the indenture;  provided  that such notes (a) shall have an interest rate not to exceed 10%, (b) shall not be guaranteed by any Subsidiaries of NRG and (c) shall not have a stated maturity, and shall not be subject to repurchase, redemption or amortization (other than pursuant to customary asset sale or change of control provisions requiring redemption or repurchase only if and to the extent permitted by the indenture), prior to the date that is seven years following the date of the indenture.

     “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

     “Deposit Account” shall have the meaning assigned to such term in the UCC.

     “Discharge of Priority Lien Obligations” means the occurrence of all of the following: (a) termination of all commitments to extend credit that would constitute Priority Lien Debt; (b) payment in full in cash of the principal of and interest and premium (if any) on all Priority Lien Debt (other than any undrawn letters of credit); (c) discharge or cash collateralization (at 100% of the aggregate undrawn amount) of all outstanding letters of credit constituting Priority Lien Debt; (d) return in full in cash of any Credit-Linked Deposits to the applicable Lenders and (e) payment in full in cash of all other Priority Lien Obligations that are outstanding and unpaid at the time the Priority Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

     “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require NRG to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that NRG may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “ — Certain Covenants — Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that NRG and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

     “Domestic Subsidiary” means any Restricted Subsidiary of NRG that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of NRG.

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     “equally and ratably” means, in reference to sharing of Liens or proceeds thereof as between the Secured Parties of the same Class, that such Liens or proceeds:
 	 	
 	      (1) shall be allocated and distributed first to each Secured Debt Representative for each outstanding Series of Secured Debt within that Class, for the account of the holders of such Series of Secured Debt, ratably in proportion to the principal of (and, in the case of the Credit Agreement, any Credit-Linked Deposits) and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made under such letters of credit) on each outstanding Series of Secured Debt within that Class when the allocation or distribution is made, and thereafter	
 	 	
 	      (2) shall be allocated and distributed (if any remain after payment in full of all of the principal of (and, in the case of the Credit Agreement, any Credit-Linked Deposit) and interest and premium (if any) on all outstanding Secured Obligations within that Class) to each Secured Debt Representative for each outstanding series of Secured Obligations within that Class, for the account of the holders of any remaining Secured Obligations within that Class with respect to such outstanding Series of Secured Debt within that Class, ratably in proportion to the aggregate unpaid amount of such remaining Secured Obligations within that Class due and demanded (with written notice to the applicable Secured Debt Representative and the collateral trustee) prior to the date such distribution is made;	
it being understood and agreed that Liens and proceeds will not be shared between Classes.

     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

     “Equity Offering” means an offer and sale of Capital Stock (other than Disqualified Stock) of NRG pursuant to (1) a public offering or (2) a private placement to Persons who are not Affiliates of NRG.

     “Excluded Assets” means each of the following:
 	 	
 	      (1) any lease, license, contract, property right or agreement to which any Obligor is a party or any of such Obligor’s rights or interests thereunder if and only for so long as the grant of a security interest under the security documents shall constitute or result in a breach, termination, default or invalidity under any such lease, license, contract, property right or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable law or principles of equity);  provided  that such lease, license, contract, property right or agreement shall be an Excluded Asset only to the extent and for so long as the consequences specified above shall result and shall cease to be an Excluded Asset and shall become subject to the security interest granted under the security documents, immediately and automatically, at such time as such consequences shall no longer result;	
 	 	
 	      (2) any interests in real property owned or leased by any Obligor only for so long as such interest represents an Excluded Perfection Asset;	
 	 	
 	      (3) any Equity Interests in any Excluded Project Subsidiary the pledge of which pursuant to the security documents would constitute a default under the applicable Non-Recourse Debt in respect of which it is an obligor and any voting Equity Interests in excess of 66% (or 65% in certain cases) of the total outstanding voting Equity Interests in any Excluded Foreign Subsidiary;	
 	 	
 	      (4) any Deposit Account, Securities Account or Commodities Account (and all cash and cash equivalents and Commodity Contracts permitted by the terms of the Secured Debt Documents that are held therein) if and only for so long as such Deposit Account, Securities Account or Commodities Account is subject to a Lien permitted under clause (19) of the definition of “Permitted Liens”;	
 	 	
 	      (5) the Equity Interests in, and all properties and assets of, NRG Energy Insurance Ltd. (Cayman Islands);	
 	 	
 	      (6) the Equity Interests in, and all properties and assets of, NRGenerating Holdings (No. 4) GmbH (only for so long as such entity shall remain a direct subsidiary of NRG International LLC and shall have no	
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 	assets other than those owned on the date of the indenture), NRGenerating III (Gibraltar), NRGenerating Holdings (No. 23) BV, NRGenerating IV Gibraltar, ONSITE Marianas Corporation and NRG Pacific Corporate Services Pty Ltd.;	
 	 	
 	      (7) the Equity Interests in, and all properties and assets of, NRG Latin America Inc., Sterling Luxembourg (No. 4) S.a.r.l, NRGenerating Luxembourg (No. 6) S.a.r.l., NRGenerating Holdings (No. 21) BV and Compania Boliviana de Energia Electrica S.A. (Cobee Nova Scotia);	
 	 	
 	      (8) the Equity Interests in NRG Sterlington Power LLC and Big Cajun I Peaking Power LLC for so long as such Equity Interests are pledged within 90 days of the date of the indenture to the lenders of Non-Recourse Debt of NRG Peaker Finance Company LLC existing on the date of the indenture;	
 	 	
 	      (9) any Equity Interest of a person (other than a Subsidiary) held by any Obligor if and for so long as the pledge thereof under the security documents shall constitute or result in a breach, termination or default under any joint venture, stockholder or partnership agreement between such Obligor and one or more other holders of Equity Interests of such person;  provided  that (a) such Obligor shall have used reasonable efforts to obtain the consent or waiver of such other holders of Equity Interests of such person to such a pledge and such consent or waiver shall not have been obtained and (b) such Equity Interest shall be an Excluded Asset only to the extent and for so long as the consequences specified above shall result and shall cease to be an Excluded Asset and shall become subject to the security interest granted under the security documents, immediately and automatically, at such time as such consequences shall no longer result;	
 	 	
 	      (10) all personal property and equipment (except two heat recovery steam generators) of Meriden Gas Turbines LLC; provided that such equipment is transferred to Dick Corporation within 180 days of the date of the indenture;	
 	 	
 	      (11) all properties and assets of NRG Energy Inc.’s resource recovery facility located at North Newport, MN and all property and assets of NRG Energy Inc.’s resource recovery facility located at Elk River, MN if and for so long as the grant of a security interest therein under the security documents shall constitute or result in a breach, termination or default under any service agreement with the applicable municipalities in which such facilities reside;  provided  that (a) the Company shall have used reasonable efforts to obtain the consent or waiver of such municipalities to the grant of such security interests and such consent or waiver shall not have been obtained and (b) such properties and assets shall be an Excluded Asset only to the extent and for so long as the consequences specified above shall result and shall cease to be an Excluded Asset and shall become subject to the security interest granted under the security documents, immediately and automatically, at such time as such consequences shall no longer result;	
 	 	
 	      (12) any Account of PMI solely to the extent that (a) such Account relates to the sale by PMI of power or capacity that was purchased by PMI from a Subsidiary that is an Excluded Project Subsidiary and (b) the grant of a security interest in such Account under the security documents shall constitute or result in a breach, termination or default under any agreement or instrument governing the applicable Non-Recourse Debt of such Subsidiary (as such agreement or instrument is in effect on the date of the indenture);	
 	 	
 	      (13) the Deposit Account (and all cash held therein not to exceed $37,000,000) which has been pledged to ANZ Bank to cash collateralize a letter of credit issued by ANZ Bank and the Deposit Account (and all cash held therein not to exceed $600,000) which has been pledged to Bremer Bank to cash collateralize a letter of credit issued by Bremer Bank;  provided  that each such Deposit Account (and all cash held therein) shall automatically cease to be an Excluded Asset from and after the date that is 60 days after the date of the indenture;	
 	 	
 	      (14) the Equity Interests in either of the NEO Companies to the extent that a grant of a security interest in such Equity Interests under the security documents shall constitute or result in a breach, termination or default under any agreement or instrument governing the applicable Non-Recourse Debt of their subsidiaries (as such agreement or instrument is in effect on the date of the indenture);	
 	 	
 	      (15) the Deposit Account established by NRG pursuant to the NRG Plan of Reorganization in respect of the Consolidated Edison dispute and all cash held therein not to exceed (x) $11,700,000 as of the date of	
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 	the indenture plus (y) any amounts required by the NRG Plan of Reorganization to be deposited therein in respect of invoices owing to Consolidated Edison;  provided  that such Deposit Account (and all cash therein) shall automatically cease to be an Excluded Asset from and after the date that such dispute is resolved in accordance with the NRG Plan of Reorganization; and	
 	 	
 	      (16) the Xcel Cash.	
     “Excluded Foreign Subsidiary” means, at any time, any Foreign Subsidiary that is (or is treated as) for United States federal income tax purposes either (1) a corporation or (2) a pass-through entity owned directly or indirectly by another Foreign Subsidiary that is (or is treated as) a corporation;  provided  that none (a) of NRG MidAtlantic, NRG Northeast or NRG South Central or any of their respective Subsidiaries may at any time be an Excluded Foreign Subsidiary and (b) notwithstanding the foregoing, the following entities will be deemed to be “Excluded Foreign Subsidiaries”: Sterling Luxembourg (No. 4) S.a.r.l., Tosli Acquisition BV, NRGenerating (No. 6) S.a.r.l., NRGenerating Holdings (No. 4) GmbH (only for so long as such entity shall remain a direct subsidiary of NRG International LLC and shall have no assets other than those owned on the date of the indenture), NRGenerating Holdings (No. 23) BV, NRG Pacific Corporate Services Pty Ltd., NRGenerating III (Gibraltar) and NRGenerating IV (Gibraltar).

     “Excluded NEO Subsidiaries” means NEO Hackensack LLC and NEO Prime Deshecha LLC, in each case, if and for so long as the provision of a full and unconditional guarantee by such subsidiary of the notes will constitute or result in a breach, termination or default under the agreement or instrument governing the applicable Non-Recourse Debt of such subsidiary;  provided  that such subsidiary shall be an Excluded NEO Subsidiary only to the extent that and for so long as the requirements and consequences above shall exist.

     “Excluded Perfection Assets” means each of the following:
 	 	
 	      (1) any Specified Assets Held for Sale if and only to the extent that the grant of a security interest with respect thereto cannot be perfected by the filing of a financing statement under the UCC of the relevant jurisdiction or, in the case of any Specified Assets Held for Sale that consist of Equity Interests, either the filing of a financing statement under the UCC of the relevant jurisdiction or the possession of certificates representing such Equity Interests;  provided  that any of such Specified Assets Held for Sale that are not sold or otherwise disposed of by NRG or any of its Subsidiaries to any person other than NRG or any of its subsidiaries within 12 months of the issue date of the notes shall cease to be an Excluded Perfection Asset; and	
 	 	
 	      (2) any other property or assets (other than any Core Collateral except (i) the lease of Dunkirk Power LLC relating to 347 Seneca Street, Buffalo, NY, (ii) the lease of Astoria Gas Turbine Power LLC relating to the Consolidated Edison site located at 31-02 20th Avenue, Astoria, NY, (iii) the lease of Astoria Gas Turbine Power LLC relating to the A-11 dock located at 31-02 20th Avenue, Astoria, NY, (iv) the lease of NRG New Roads Holding LLC relating to the turbine storage facilities located at GTS Duratek, 1790 Dock Street, Memphis, TN, (v) the lease of NRG New Roads Holding LLC relating to the turbine storage facilities located at Liebherr American Inc., 4100 Chestnut, Newport News, VA and (vi) the lease of NRG New Roads Holding LLC relating to the warehouse facilities for turbine storage located at Tidewater Warehouses, Bay 3, 814 Childs Avenue, Hampton, VA) in which a security interest cannot be perfected by the filing of a financing statement under the UCC of the relevant jurisdiction or, in the case of Equity Interests, either the filing of a financing statement under the UCC of the relevant jurisdiction or the possession of certificates representing such Equity Interests;  provided  that such property or assets shall not have a Fair Market Value at any time exceeding $2.0 million (or, if such property or asset is a Deposit Account or Securities Account, $250,000) individually or $20.0 million in the aggregate and, to the extent that the Fair Market Value of any such property or asset shall exceed $2.0 million (or, if such property or asset is a Deposit Account or Securities Account, $250,000) individually, such property or asset shall cease to be an Excluded Perfection Asset and, to the extent that the Fair Market Value of such property or assets shall exceed $20.0 million in the aggregate at any time, such property or assets shall cease to be Excluded Perfection Assets to the extent of such excess Fair Market Value.	
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     “Excluded Proceeds” means any Net Proceeds of an Asset Sale involving the sale of Specified Assets Held for Sale.

     “Excluded Project Subsidiary” shall mean, at any time, (a) any subsidiary of NRG existing on the date of the indenture that is an obligor with respect to Non-Recourse Debt outstanding at such time and (b) any Subsidiary that is an Excluded Project Subsidiary as of the date of the indenture (so long as such Subsidiary does not become (and remain for a period of 365 days or more) a Guarantor after the date of the indenture) or (c) any Subsidiary that becomes a Subsidiary after the date of the indenture that is an obligor with respect to Additional Non-Recourse Debt outstanding at such time, in each case, if and for so long as the grant of a security interest in the property or assets of such subsidiary or the pledge of the Equity Interests of such subsidiary, in each case in favor of the collateral trustee for the benefit of the Secured Parties, shall constitute or result in a breach, termination or default under the agreement or instrument governing the applicable Non-Recourse Debt;  provided  that such subsidiary shall be an Excluded Project Subsidiary only to the extent that and for so long as the requirements and consequences above shall exist;  provided further,  that none of NRG MidAtlantic, NRG Northeast or NRG South Central or any of their respective Subsidiaries (other than NRG Sterlington Power LLC, NRG Big Cajun I Peaking Power LLC and Bayou Cove Peaking Power LLC for so long as such entities shall constitute Excluded Project Subsidiaries) may at any time be an Excluded Project Subsidiary.

     “Excluded Subsidiaries” means the Excluded Project Subsidiaries, the Excluded Foreign Subsidiaries, the Excluded NEO Subsidiaries and the Immaterial Subsidiaries.

     “Excluded Subsidiary Debt Agreement” means the agreement or documents governing the relevant Indebtedness referred to in the definition of “Excluded Subsidiary Debt Default.”

     “Excluded Subsidiary Debt Default” shall mean, with respect to any Excluded Subsidiary, the failure of such Excluded Subsidiary to pay any principal or interest or other amounts due in respect of any Indebtedness, when and as the same shall become due and payable, or the occurrence of any other event or condition that results in any Indebtedness of such Excluded Subsidiary becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, lapse of time or both) the holder or holders of such Indebtedness or any trustee or agent on its or their behalf to cause such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.

     “Exempt Subsidiaries” means, collectively, NRG Ilion LP LLC, NRG Ilion Limited Partnership, Meriden Gas Turbine LLC, LSP Kendall Energy LLC, LSP-Pike Energy LLC, LSP-Nelson Energy LLC, NRG Nelson Turbines LLC, NRG Jackson Valley Energy I, Inc., NRG McClain LLC, NRG Audrain Holding LLC, NRG Audrain Generating LLC, LSP Energy Limited Partnership, NRG Batesville LLC, LSP Batesville Funding Corporation, LSP Batesville Holding LLC, LSP Energy, Inc., NRG Peaker Finance Company LLC, Bayou Cove Peaking Power, LLC, Big Cajun I Peaking Power LLC, NRG Rockford LLC, NRG Rockford II LLC and NRG Sterlington Power LLC.

     “Existing Indebtedness” means Indebtedness of NRG and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of the indenture, until such amounts are repaid.

     “Facility” means a power or energy generation facility.

     “Facility Instruments” has the meaning set forth in the (i) Affirmation Agreement, dated as of August 9, 1993, by and among Northern States Power Company, NRG and Ramsey and Washington Counties and (ii) the Agreement and Consent for Transfer to NRG, dated as of August 20, 2001, between Northern States Power Company, NRG, Anoka County, Hennepin County, Sherburne County and Tri-County Solid Waste Management Commission, as in effect on the date of the indenture.

     “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of NRG (unless otherwise provided in the indenture).

     “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays,

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repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the  “Calculation Date” ), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

      In addition, for purposes of calculating the Fixed Charge Coverage Ratio:
 	 	
 	      (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act, but including all Pro Forma Cost Savings) as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on the same pro forma basis;	
 	 	
 	      (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;	
 	 	
 	      (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;	
 	 	
 	      (4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;	
 	 	
 	      (5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and	
 	 	
 	      (6) if any Indebtedness that is being incurred on the Calculation Date bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).	
     “Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:
 	 	
 	      (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates;  plus	
 	 	
 	      (2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus	
 	 	
 	      (3) any interest accruing on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;  plus	
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 	      (4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of NRG (other than Disqualified Stock) or to NRG or a Restricted Subsidiary of NRG, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.	
     “Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic Subsidiary.

     “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

     “Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

     “Guarantors” means each of:
 	 	
 	      (1) NRG’s Restricted Subsidiaries other than the Excluded Foreign Subsidiaries, the Excluded Project Subsidiaries, the Excluded NEO Subsidiaries and the Immaterial Subsidiaries; and	
 	 	
 	      (2) any other Restricted Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the indenture;	
and their respective successors and assigns.

     “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:
 	 	
 	      (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;	
 	 	
 	      (2) other agreements or arrangements designed to manage interest rates or interest rate risk; and	
 	 	
 	      (3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.	
     “Immaterial Subsidiary” shall mean, at any time, any Restricted Subsidiary of NRG that is designated by the Company as an “Immaterial Subsidiary” if and for so long as such Restricted Subsidiary, together with all other Immaterial Subsidiaries, has (i) total assets at such time not exceeding 5% of NRG’s consolidated assets as of the most recent fiscal quarter for which balance sheet information is available and (ii) total revenues and operating income for the most recent 12-month period for which income statement information is available not exceeding 5% of NRG’s consolidated revenues and operating income, respectively; provided that such Restricted Subsidiary shall be an Immaterial Subsidiary only to the extent that and for so long as all of the above requirements are satisfied.

     “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:
 	 	
 	      (1) in respect of borrowed money;	
 	 	
 	      (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);	
 	 	
 	      (3) in respect of banker’s acceptances;	
 	 	
 	      (4) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;	
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 	      (5) representing the balance deferred and unpaid of the purchase price of any property (including trade payables) or services due more than six months after such property is acquired or such services are completed; or	
 	 	
 	      (6) representing the net amount owing under any Hedging Obligations,	
if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

     “Insolvency Proceeding” means:
 	 	
 	      (1) any proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of NRG or any other Obligor, any receivership or assignment for the benefit of creditors relating to NRG or any other Obligor or any similar case or proceeding relative to NRG or any other Obligor or its creditors, as such, in each case whether or not voluntary;	
 	 	
 	      (2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to NRG or any other Obligor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or	
 	 	
 	      (3) any other proceeding of any type or nature in which substantially all claims of creditors of NRG or any other Obligor are determined and any payment or distribution is or may be made on account of such claims.	
     “Investment Grade Rating” means a rating equal to or higher than BBB- by S&P and equal to or higher than Baa3 by Moody’s.

     “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If NRG or any Subsidiary of NRG sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of NRG such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of NRG, NRG will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of NRG’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The acquisition by NRG or any Subsidiary of NRG of a Person that holds an Investment in a third Person will be deemed to be an Investment by NRG or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.” Except as otherwise provided in the indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

     “LA Generating Subsidiaries” means Louisiana Generating LLC and its subsidiaries.

     “Lenders” means, at any time, the parties to the Credit Agreement then holding (or committed to provide) loans, letters of credit, Credit-Linked Deposits or other extensions of credit that constitute (or when provided will constitute) Priority Lien Debt outstanding under the Credit Agreement.

     “Lien” means, with respect to any asset:
 	 	
 	      (1) any mortgage, deed of trust, deed to secure debt, lien (statutory or otherwise), pledge, hypothecation, encumbrance, restriction, collateral assignment, charge or security interest in, on or of such asset;	
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 	      (2) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; and	
 	 	
 	      (3) in the case of Equity Interests or debt securities, any purchase option, call or similar right of a third party with respect to such Equity Interests or debt securities.	
     “Liquidated Damages” means all Liquidated Damages then owing pursuant to the registration rights agreements.

     “Material Adverse Effect” shall mean a material adverse change in or material adverse effect on (a) the condition (financial or otherwise), results of operations, assets, liabilities or prospects of NRG and its Subsidiaries, taken as a whole, or (b) the validity or enforceability of the Credit Agreement or any of the security documents or the rights and remedies of the Arrangers, the Administrative Agent, the Collateral Agent, the collateral trustee or the secured parties under the Credit Agreement or any of the security documents.

     “MidAtlantic Subsidiaries” means NRG MidAtlantic Generating LLC and its Subsidiaries.

     “Moody’s” means Moody’s Investors Service, Inc. or any successor entity.

     “NEO Companies” means NEO Hackensack LLC and NEO Prima Deshecha LLC.

     “Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends or accretion, excluding, however:
 	 	
 	      (1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale (without giving effect to the threshold provided for in the definition thereof); or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and	
 	 	
 	      (2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).	
     “Net Proceeds” means:
 	 	
 	      (1) the aggregate cash proceeds received by NRG or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale) or a Casualty Event, net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale or a Casualty Event, taxes paid or payable as a result of the Asset Sale or a Casualty Event, in each case, after taking into account any available tax deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale or Casualty Event and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP; and	
 	 	
 	      (2) all proceeds of any insurance, indemnity, warranty or guaranty payable from time to time with respect to any Casualty Event that are not applied to the repair, replacement or rebuilding of the applicable Facility to the extent commercially feasible, other than business interruption insurance proceeds net of direct costs relating to the collection of such proceeds.	
     “Non-Recourse Debt” means Indebtedness:
 	 	
 	      (1) as to which neither NRG nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender, except to the extent otherwise permitted by the Credit Agreement as in effect on the date of the indenture;	
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 	      (2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of NRG (other than the notes, the Priority Lien Debt and any Parity Lien Debt) or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and	
 	 	
 	      (3) in the case of Non-Recourse Debt incurred after the date of the indenture, as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of NRG or any of its Restricted Subsidiaries except as otherwise permitted by clauses (1) or (2) above.	
     “Northeast Subsidiaries” means NRG Northeast Generating LLC and its Subsidiaries.

     “Note Documents” means the indenture, the notes, each Sharing Confirmation and the security documents.

     “Notice of Actionable Default” means a written notice given to the collateral trustee stating that an Actionable Default has occurred and is continuing, delivered by:
 	 	
 	      (1) prior to the Discharge of Priority Lien Obligations, the Secured Debt Representative for the holders of Priority Lien Obligations that are governed by the Secured Debt Document pursuant to which such Actionable Default has occurred; and	
 	 	
 	      (2) following the Discharge of Priority Lien Obligations, the Secured Debt Representative for the holders of Parity Lien Obligations that are governed by the Secured Debt Document pursuant to which such Actionable Default has occurred.	
     “NRG MidAtlantic” means NRG MidAtlantic Generating LLC, a Delaware limited liability company.

     “NRG Northeast” means NRG Northeast Generating LLC, a Delaware limited liability company.

     “NRG Plan of Reorganization” means the plan of reorganization dated October 10, 2003, filed by NRG and certain of its affiliates, including NRG Power Marketing, Inc., under Chapter 11 of the Bankruptcy Code, as the same was modified and confirmed by the Bankruptcy Court in an order dated November 24, 2003, which, among other things, provides for: (1) a settlement with Xcel Energy Inc. pursuant to the Xcel Settlement Agreement under which NRG is expected to receive $640 million from Xcel Energy Inc., in exchange for a global release of claims from NRG and its creditors; and (2) the pro rata distribution to certain creditors of (a) Xcel Cash of which (i) $515 million will be paid to certain of the pre-petition creditors in 2004, (ii) an additional $25 million (to the extent that NRG satisfies certain liquidity requirements) is expected to be paid to certain of the pre-petition creditors in 2004 and (iii) the remaining $100 million (to the extent that NRG satisfies certain liquidity requirements) may be used by NRG for any other purpose permitted by the terms of the indenture; (b) 100 million shares of NRG’s common stock; and (c) the potential issuance of $100.0 million of Creditor Notes.

     “NRG South Central” means NRG South Central Generating LLC, a Delaware limited liability company.

     “Obligations” means any principal (including reimbursement obligations with respect to letters of credit whether or not any drawings has been made thereon and including, in the case of the Credit Agreement, any obligations to return Credit-Linked Deposits), interest (including any interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of the loans or notes and reimbursement obligations therein and interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

     “Obligor” means NRG and the applicable Guarantors.

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     “Parity Debt Representative” means:
 	 	
 	      (1) in the case of the notes, the trustee; or	
 	 	
 	      (2) in the case of any other Series of Parity Lien Debt, the trustee, agent or representative of the holders of such Series of Parity Lien Debt who maintains the transfer register for such Series of Parity Lien Debt and is appointed as a Parity Debt Representative (for purposes related to the administration of the security documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Parity Lien Debt, and who has executed a collateral trust joinder.	
     “Parity Lien” means a Lien granted by a security document to the collateral trustee upon any property of NRG or any other Obligor to secure Parity Lien Obligations.

     “Parity Lien Debt” means:
 	 	
 	      (1) the notes; and	
 	 	
 	      (2) any other Indebtedness (including additional notes) that is permitted to be incurred by the covenant described above under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”:	

 	      (a) the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness of an Excluded Subsidiary outstanding as of the date of the indenture or other Parity Lien Debt if such Indebtedness constitutes Permitted Refinancing Indebtedness; or	
 	 	
 	      (b) on the date of incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereof and the application of the proceeds therefrom, the Secured Leverage Ratio would not be greater than 2.75:1.0;	
provided, in the case of each issue or series of Indebtedness referred to in this clause (2), that:
 	 	
 	      (i) on or before the date on which such Indebtedness was incurred by NRG such Indebtedness is designated by NRG, in an officers’ certificate delivered to each Parity Debt Representative and the collateral trustee on or before such date, as Parity Lien Debt for the purposes of the indenture and the collateral trust agreement;	
 	 	
 	      (ii) such Indebtedness is governed by an indenture or other agreement that includes a Sharing Confirmation; and	
 	 	
 	      (iii) all requirements set forth in the collateral trust agreement as to the confirmation, grant or perfection of the Liens granted to the collateral trustee, for the benefit of the Secured Parties, to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this clause (iv) shall be conclusively established, for purposes of entitling the holders of such Indebtedness to share equally and ratably with the other holders of Parity Lien Debt in the benefits and proceeds of the collateral trustee’s Liens on the Collateral, if NRG delivers to the collateral trustee an officers’ certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is Parity Lien Debt, together with an opinion of counsel stating that such officers’ certificate has been duly authorized by the Board of Directors of NRG and has been duly executed and delivered, and the holders of such Indebtedness and Obligations in respect thereof will be entitled to rely conclusively thereon).	
     “Parity Lien Documents” means, collectively, the Note Documents, and the indenture or agreement governing each other Series of Parity Lien Debt and all agreements binding on any Obligor related thereto.

     “Parity Lien Obligations” means Parity Lien Debt and all other Obligations in respect thereof.

     “Parity Lien Secured Parties” mean the holders of Parity Lien Obligations and any Parity Lien Debt.

     “Permitted Business” means the business of acquiring, constructing, managing, developing, improving, owning and operating Facilities, as well as any other activities reasonably related to the foregoing activities (including acquiring and holding reserves), including investing in Facilities.

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     “Permitted Investments” means:
 	 	
 	      (1) any Investment in NRG or in a Restricted Subsidiary of NRG that is a Guarantor;	
 	 	
 	      (2) any Investment in an Immaterial Subsidiary;	
 	 	
 	      (3) any Investment in an Excluded Foreign Subsidiary for so long as the Excluded Foreign Subsidiaries do not collectively own more than 20% of the consolidated assets of NRG as of the most recent fiscal quarter end for which financial statements are publicly available;	
 	 	
 	      (4) any issuance of letters of credit in an aggregate amount not to exceed $125.0 million solely for working capital requirements and general corporate purposes of any of the Excluded Subsidiaries;	
 	 	
 	      (5) any Investment in Cash Equivalents (and, in the case of Excluded Subsidiaries only, Cash Equivalents or other liquid investments permitted under any Credit Facility to which it is a party);	
 	 	
 	      (6) any Investment by NRG or any Restricted Subsidiary of NRG in a Person, if as a result of such Investment:	

 	      (a) such Person becomes a Restricted Subsidiary of NRG and a Guarantor or an Immaterial Subsidiary; or	
 	 	
 	      (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, NRG or a Restricted Subsidiary of NRG that is a Guarantor;	

 	      (7) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales”;	
 	 	
 	      (8) Investments made solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of NRG;	
 	 	
 	      (9) any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of NRG or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (b) litigation, arbitration or other disputes with Persons who are not Affiliates;	
 	 	
 	      (10) Investments represented by Hedging Obligations;	
 	 	
 	      (11) loans or advances to employees made in the ordinary course of business in an aggregate principal amount not to exceed $1.0 million at any one time outstanding;	
 	 	
 	      (12) repurchases of the notes or pari passu Indebtedness;	
 	 	
 	      (13) any Investment in securities of trade creditors or customers received in compromise of obligations of those Persons incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;	
 	 	
 	      (14) negotiable instruments held for deposit or collection in the ordinary course of business;	
 	 	
 	      (15) receivables owing to NRG or any Restricted Subsidiary of NRG created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;  provided, however,  that such trade terms may include such concessionary trade terms as NRG of any such Restricted Subsidiary of NRG deems reasonable under the circumstances;	
 	 	
 	      (16) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;	
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 	      (17) Investments resulting from the acquisition of a Person that at the time of such acquisition held instruments constituting Investments that were not acquired in contemplation of the acquisition of such Person;	
 	 	
 	      (18) any Investment made since the date of the indenture in Persons engaged primarily in Permitted Businesses, if after giving effect to such Investment, such Person is or will become a Restricted Subsidiary of NRG;  provided  that the aggregate Fair Market Value of Investments made pursuant to this clause (18) (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (18) that are at the time outstanding, does not exceed 10% of the consolidated assets of NRG as of the most recent fiscal quarter end for which financial statements are publicly available; and	
 	 	
 	      (19) other Investments made since the date of the indenture in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (19) that are at the time outstanding not to exceed $200.0 million;  provided, however,  that if any Investment pursuant to this clause (19) is made in any Person that is not a Restricted Subsidiary of NRG and a Guarantor at the date of the making of the Investment and such Person becomes a Restricted Subsidiary and a Guarantor after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above, and shall cease to have been made pursuant to this clause (19).	
     “Permitted Liens” means:
 	 	
 	      (1) Liens held by the collateral trustee on assets of NRG or any Guarantor securing Priority Lien Obligations of NRG or such Guarantor relating to Priority Lien Debt having an aggregate principal amount not exceeding the Priority Lien Cap;	
 	 	
 	      (2) Liens held by the collateral trustee equally and ratably securing the notes to be issued on the date of the indenture and all future Parity Lien Debt and other Parity Lien Obligations;	
 	 	
 	      (3) Liens on assets of Excluded Subsidiaries securing Indebtedness of Excluded Subsidiaries that was permitted by the terms of the indenture to be incurred;	
 	 	
 	      (4) Liens (a) in favor of NRG or any of the Guarantors; (b) incurred by Excluded Project Subsidiaries in favor of any other Excluded Project Subsidiary and (c) incurred by Excluded Foreign Subsidiaries in favor of any other Excluded Foreign Subsidiary;	
 	 	
 	      (5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;	
 	 	
 	      (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with or financed by such Indebtedness;	
 	 	
 	      (7) Liens existing on the date of the indenture;	
 	 	
 	      (8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded;  provided  that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;	
 	 	
 	      (9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;	
 	 	
 	      (10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;	
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 	      (11) Liens created for the benefit of (or to secure) the notes (or the Subsidiary Guarantees);	
 	 	
 	      (12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that:	

 	      (a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and	
 	 	
 	      (b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount, of the Permitted Referencing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such refinancings, refunding, extension, renewal or replacement;	

 	      (13) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security;	
 	 	
 	      (14) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of NRG or any of its Restricted Subsidiaries, including rights of offset and set-off;	
 	 	
 	      (15) leases or subleases granted to others that do not materially interfere with the ordinary course of business of NRG and its Restricted Subsidiaries;	
 	 	
 	      (16) inchoate statutory Liens arising under ERISA incurred in the ordinary course of business;	
 	 	
 	      (17) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with NRG or any Subsidiary of NRG; provided  that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with NRG or the Subsidiary;	
 	 	
 	      (18) Liens on property (including Capital Stock) existing at the time of acquisition of the property by NRG or any Subsidiary of NRG; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;	
 	 	
 	      (19) Liens to secure obligations with respect to (i) contracts (other than for Indebtedness) for commercial and trading activities in the ordinary course of business for the purchase, transmission, distribution, sale, lease or hedge of any energy related commodity or service, (ii) agreements relating to Hedging Obligations or netting agreements representing commodity price contracts or derivatives or (iii) agreements relating to Hedging Obligations entered into with qualified counterparties representing interest rate swaps or derivatives;	
 	 	
 	      (20) Liens arising from Uniform Commercial Code financing statements filed on a precautionary basis in respect of operating leases intended by the parties to be true leases (other than any such leases entered into in violation of the indenture);	
 	 	
 	      (21) Liens on assets and Equity Interests of a Subsidiary that is an Excluded Subsidiary as of the date of the indenture;	
 	 	
 	      (22) Liens granted in favor of Xcel Energy, Inc. pursuant to the Xcel Settlement Agreement as in effect on the date of the indenture on NRG’s interest in all revenues received by NRG pursuant to the Facility Instruments; and	
 	 	
 	      (23) Liens incurred in the ordinary course of business of NRG or any Subsidiary of NRG with respect to obligations that do not exceed $25.0 million at any one time outstanding.	
     “Permitted Prior Liens” means (a) Liens securing Priority Lien Obligations not exceeding the Priority Lien Cap, (b) Liens that arise by operation of law and are not voluntarily granted, to the extent entitled by law to priority over the security interests created by the security documents.

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     “Permitted Refinancing Indebtedness” means any Indebtedness of NRG or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge other Indebtedness of NRG or any of its Restricted Subsidiaries (other than intercompany Indebtedness);  provided  that:
 	 	
 	      (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);	
 	 	
 	      (2) such Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;	
 	 	
 	      (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;	
 	 	
 	      (4) such Indebtedness is incurred either by NRG (and may be guaranteed by any Guarantor) or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and	
 	 	
 	      (5) (a) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the notes, the Permitted Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the notes, the Permitted Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the notes.	
     “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

     “Plans” means (a) the NRG plan of reorganization, (b) the joint plan of reorganization with respect to NRG Northeast and NRG South Central, or (c) any other plan of reorganization with respect to any other Significant Subsidiary of NRG, or group of Subsidiaries that, taken together, would constitute a Significant Subsidiary of NRG.

     “PMI” means NRG Power Marketing Inc., a Delaware corporation.

     “Priority Debt Representative” means:
 	 	
 	      (1) in the case of the Credit Agreement, the Administrative Agent; or	
 	 	
 	      (2) in the case of any other Series of Priority Lien Debt, the trustee, agent or representative of the holders of such Series of Priority Lien Debt who maintains the transfer register for such Series of Priority Lien Debt and is appointed as a Priority Debt Representative (for purposes related to the administration of the security documents) pursuant to the credit agreement, indenture or other agreement governing such Series of Priority Lien Debt, and who has executed a collateral trust joinder.	
     “Priority Lien” means a Lien granted by a security document to the collateral trustee, for the benefit of the Priority Lien Secured Parties, upon any property of NRG or any other Obligor to secure Priority Lien Obligations.

     “Priority Lien Cap” means, as of any date, an amount equal to the Indebtedness outstanding under, and the aggregate Credit-Linked Deposits made pursuant to, the Credit Agreement and/or the Indebtedness outstanding under any other Credit Facility in an aggregate principal amount not to exceed the sum of the amount provided by clause (1) of the definition of Permitted Debt, as of any date,  plus  the amount provided by clause (16) of the

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definition of Permitted Debt. For purposes of this definition of Priority Lien Cap, all letters of credit shall be valued at face amount, whether or not drawn.

     “Priority Lien Debt” means:
 	 	
 	      (1) the Indebtedness under, together with the aggregate amount of all Credit-Linked Deposits made pursuant to, the Credit Agreement; and	
 	 	
 	      (2) Indebtedness, including any deposit that is similar to the Credit-Linked Deposits, under any other Credit Facility that is secured by a Priority Lien that was permitted to be incurred under clause (1) of the definition of “Permitted Liens,”	
but only if on or before the day on which such Indebtedness under a Credit Facility described in clause (2) above is incurred by any applicable Obligor such Indebtedness is designated by the Obligor, in an officers’ certificate delivered to each Parity Debt Representative and the collateral trustee on or before such date, as Priority Lien Debt for the purposes of each of the Parity Lien Documents and the collateral trust agreement.

     “Priority Lien Documents” means the Credit Agreement, the Credit Agreement Documents, the security documents, indenture or other agreement governing any other Credit Facility pursuant to which any Priority Lien Debt is incurred and all other agreements governing, securing or related to any Priority Lien Obligations.

     “Priority Lien Obligations” means the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt and includes, in the case of the Credit Agreement and any other Credit Facility the Indebtedness under which constitutes Priority Lien Debt, any Hedging Obligations that are permitted to be incurred by the terms of each Secured Debt Document and are permitted by the terms of the Priority Lien Documents relating to each Series of Priority Lien Debt to be secured equally and ratably with the Priority Lien Obligations thereunder.

     “Priority Lien Secured Parties” means the holders of Priority Lien Obligations and any Priority Lien Debt.

     “Pro Forma Cost Savings” means, with respect to any period, reductions in costs and related adjustments that occurred during the four-quarter reference period or after the end of the four-quarter reference period and on or prior to the transaction date that were (1) directly attributable to an Asset Acquisition or Asset Sale and calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act or (2) actually implemented by NRG or the business that was the subject of such Asset Acquisition or Asset Sale within six months of the date of the Asset Acquisition or Asset Sale and that are supportable and quantifiable by the underlying accounting records of such business, as if, in the case of each of clauses (1) and (2), all such reductions in costs and related adjustments had been effected as of the beginning of such period.

     “Refinancing Transactions” has the meaning set forth under the caption “Summary — The Financing Transactions.”

     “Reorganization Events” has the meaning set forth under the caption “Summary — The Plans of Reorganization.”

     “Required Parity Debtholders” means, at any time in respect of any action or matter, holders of a majority in aggregate outstanding principal amount of all Parity Lien Debt then outstanding, voting together as a single class. For this purpose, Parity Lien Debt registered in the name of, or beneficially owned by, NRG or any Affiliate of NRG will be deemed not to be outstanding and neither NRG nor any Affiliate will be entitled to vote to direct the relevant Parity Debt Representative.

     “Restricted Investment” means an Investment other than a Permitted Investment.

     “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

     “Revolving Loans” means the revolving loans and commitments made by the Lenders under the Credit Agreement.

     “S&P” means Standard & Poor’s Ratings Group or any successor entity.

     “Sale of Collateral” means any Asset Sale involving a sale or other disposition of Collateral.

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     “Secured Debt” means Parity Lien Debt and Priority Lien Debt.

     “Secured Debt Documents” means the Parity Lien Documents and the Priority Lien Documents.

     “Secured Debtholder” means, at any time, a person which then is the holder of any Secured Debt (including any Credit-Linked Deposits or similar deposits) or has any commitment with respect to the issuance of Secured Debt or the issuance of any letters of credit under any Secured Debt Document or the making of any loans under any Secured Debt Document.

     “Secured Debt Representative” means each Parity Debt Representative and each Priority Lien Representative.

     “Secured Leverage Ratio” means, on any date, the ratio of:
 	 	
 	      (1) the aggregate principal amount of Secured Debt outstanding on such date plus all Indebtedness of Restricted Subsidiaries of NRG outstanding on such date including, without limitation, Non-Recourse Debt (and, for this purpose, letters of credit will be deemed to have a principal amount equal to the maximum potential liability of NRG and its Restricted Subsidiaries thereunder) to	
 	 	
 	      (2) the aggregate amount of NRG’s Consolidated Cash Flow for the most recent four-quarter period for which financial information is available.	
      In addition, for purposes of calculating the Secured Leverage Ratio:
 	 	
 	      (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations or acquisitions of assets, or any Person or any of its Restricted Subsidiaries acquired by merger, consolidation or the acquisition of all or substantially all of its assets by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the date on which the event for which the calculation of the Secured Leverage Ratio is made (the  “Leverage Calculation Date” ) will be given pro forma effect in accordance with Regulation S-X under the Securities Act) as if they had occurred on the first day of the four-quarter reference period;	
 	 	
 	      (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Leverage Calculation Date, will be excluded;	
 	 	
 	      (3) any Person that is a Restricted Subsidiary on the Leverage Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;	
 	 	
 	      (4) any Person that is not a Restricted Subsidiary on the Leverage Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and	
 	 	
 	      (5) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Leverage Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).	
     “Secured Obligations” means the Parity Lien Obligations and the Priority Lien Obligations.

     “Securities Account” shall have the meaning assigned to such term in the UCC.

     “security documents” means one or more security agreements, pledge agreements, collateral assignments, mortgages, collateral agency agreements, control agreements, deeds of trust or other grants or transfers for security executed and delivered by NRG or any other Obligor creating (or purporting to create) a Lien upon Collateral in favor of the collateral trustee, for the benefit of the Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms.

     “Secured Parties” means the Parity Lien Secured Parties and the Priority Lien Secured Parties.

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     “Series of Parity Lien Debt” means, severally, the notes and each other issue or series of Parity Lien Debt for which a single transfer register is maintained.

     “Series of Priority Lien Debt” means, severally, the extensions of credit under the Credit Agreement and each other issue or series of Priority Lien Debt for which a single transfer register is maintained and shall include, in the case of the Credit Agreement and any other Credit Facility the Indebtedness under which constitutes Priority Lien Debt, any obligations in respect of Hedging Agreements that are permitted to be incurred by the terms of the Priority Lien Documents relating to each Series of Priority Lien Debt to be secured equally and ratably with the Priority Lien Obligations.

     “Series of Secured Debt” means, severally, the notes and each other Series of Parity Lien Debt, the extensions of credit under the Credit Agreement and each Series of Priority Lien Debt.

     “Sharing Confirmation” means, as to any Series of Parity Lien Debt, the written agreement of the holders of such Series of Parity Lien Debt, as set forth in the indenture or other agreement governing such Series of Parity Lien Debt, for the enforceable benefit of all holders of each other existing and future Series of Parity Lien Debt and each existing and future Parity Debt Representative, that all Parity Lien Obligations shall be and are secured equally and ratably by all Liens at any time granted by NRG or any other Obligor to secure any Obligations in respect of such Series of Parity Lien Debt, whether or not upon property otherwise constituting Collateral, that all such Liens shall be enforceable by the collateral trustee for the benefit of all holders of Parity Lien Obligations equally and ratably, and that the holders of Obligations in respect of such Series of Parity Lien Debt are bound by the provisions in the collateral trust agreement relating to the order of application of proceeds from enforcement of such Liens, and consent to and direct the collateral trustee to perform its obligations under the collateral trust agreement.

     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the indenture.

     “Specified Assets Held for Sale” means those assets specified in the indenture as potentially being held for sale.

     “Specified Joint Venture Sale” means the sale after the date of the indenture by NRG or a Subsidiary of NRG of its Equity Interest in Enfield Energy Centre Limited or TermoRio S.A. to one or more holders of the remaining Equity Interest therein pursuant to the terms of the joint venture agreements relating thereto.

     “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

     “Subsidiary” means, with respect to any specified Person:
 	 	
 	      (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and	
 	 	
 	      (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).	
     “Subsidiary Guarantee” means the Guarantee by each Guarantor of NRG’s obligations under the indenture and on the notes, executed pursuant to the provisions of the indenture.

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     “Term Loans” means the term loans and Credit-Linked Deposits made by the Lenders under the Credit Agreement.

     “UCC” means the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction.

     “Unrestricted Subsidiary” means any Subsidiary of NRG that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:
 	 	
 	      (1) has no Indebtedness other than Non-Recourse Debt;	
 	 	
 	      (2) except as permitted by the covenant described above under the caption “— Certain Covenants — Affiliate Transactions,” is not party to any agreement, contract, arrangement or understanding with NRG or any Restricted Subsidiary of NRG unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to NRG or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of NRG;	
 	 	
 	      (3) is a Person with respect to which neither NRG nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results except as otherwise permitted by the Credit Agreement as in effect on the date of the indenture; and	
 	 	
 	      (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of NRG or any of its Restricted Subsidiaries except as otherwise permitted by the Credit Agreement as in effect on the date of the indenture.	
      Any designation of a Subsidiary of NRG as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the conditions described above under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” and was permitted by the covenant described above under the caption “— Certain Covenants — Restricted Payments.” If, at any time, any Unrestricted Subsidiary fails to meet the requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of NRG as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” NRG will be in default of such covenant. The Board of Directors of NRG may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;  provided  that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of NRG of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

     “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:
 	 	
 	      (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by	
 	 	
 	      (2) the then outstanding principal amount of such Indebtedness.	
     “Wholly-Owned Subsidiary” of any specified Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or foreign

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national qualifying Capital Stock or other ownership interests) will at the time be owned by such Person or by one or more wholly-owned Restricted Subsidiaries of such Person.

     “Xcel” means Xcel Energy Inc., a Minnesota corporation.

     “Xcel Cash” means all amounts paid in cash by Xcel Energy Inc. to NRG or any of its Subsidiaries after the date of the indenture in connection with the Xcel Settlement Agreement.

     “Xcel Settlement Agreement” means the Settlement Agreement, delivered as of the effective date of the NRG Plan of Reorganization, by and among Xcel Energy Inc., NRG and each of the subsidiaries party thereto, which was approved by the United States Bankruptcy Court for the Southern District of New York on November 24, 2003.

     “Xcel Note” means that certain promissory note made by NRG in favor of Xcel in an initial principal amount of $10.0 million and issued pursuant to the terms and conditions of the Joint Plan of Reorganization approved by the United States Bankruptcy Court for the Southern District of New York on November 24, 2003.

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES

      The following discussion is a summary of certain United States federal income tax consequences relevant to the purchase, ownership and disposition of the notes, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended, or the “Code,” United States Treasury Regulations issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes. This discussion does not address all of the United States federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances or to holders subject to special rules, such as certain banks, financial institutions, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, United States Holders (as defined below) whose functional currency is not the U.S. dollar, tax-exempt organizations and persons holding the notes as part of a “straddle,” “hedge,” “conversion transaction” or other integrated transaction. In addition, this discussion is limited to persons purchasing the notes for cash pursuant to this prospectus at the offering price on the cover page of this prospectus. Moreover, the effect of any applicable state, local, foreign or other tax laws, including gift and estate tax laws, is not discussed. The discussion deals only with notes held as “capital assets” (generally, property held for investment) within the meaning of Section 1221 of the Code.

      As used herein, “United States Holder” means a beneficial owner of the notes who or that is for United States federal income tax purposes:
 	 	 	
 	• 	an individual that is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b) of the Code;	
 	 	 	
 	• 	a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or a political subdivision thereof;	
 	 	 	
 	• 	an estate, the income of which is subject to United States federal income tax regardless of its source; or	
 	 	 	
 	• 	a trust, if a United States court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or, if the trust was in existence on August 20, 1996, a trust that has elected to continue to be treated as a United States person.	
      If a partnership or other entity taxable as a partnership holds notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the notes, you should consult your tax advisor regarding the tax consequences of the ownership and disposition of the notes.

      We have not sought and will not seek any rulings from the Internal Revenue Service, or the “IRS,” with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the notes or that any such position would not be sustained.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE TAX CONSEQUENCES DISCUSSED BELOW TO THEIR PARTICULAR SITUATIONS AS WELL AS THE APPLICATION OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, INCLUDING GIFT AND ESTATE TAX LAWS, AND ANY TAX TREATIES.

United States Holders

     Interest

      Payments of stated interest on the notes generally will be taxable to a United States Holder as ordinary income at the time that such payments are received or accrued, in accordance with such United States Holder’s method of accounting for United States federal income tax purposes. In certain circumstances (see “Description of Notes — Repurchase at the Option of Holders — Change of Control” and “Description of Notes —

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Registration Rights; Liquidated Damages”) we may be obligated to pay amounts in excess of stated interest or principal on the notes. According to Treasury Regulations, the possibility that any such payments in excess of stated interest or principal will be made will not affect the amount of interest income a United States Holder recognizes if there is only a remote chance as of the date the notes were issued that such payments will be made. We believe that the likelihood that we will be obligated to make any such payments is remote. Therefore, we do not intend to treat the potential payment of additional interest or the potential payment of a premium pursuant to the change of control provisions as part of the yield to maturity of any notes. Our determination that these contingencies are remote is binding on a United States Holder unless such holder discloses its contrary position in the manner required by applicable Treasury Regulations. Our determination is not, however, binding on the IRS, and if the IRS were to challenge this determination, a United States Holder might be required to accrue income on its notes in excess of stated interest, and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a note before the resolution of the contingencies. In the event a contingency occurs, it would affect the amount and timing of the income recognized by a United States Holder. If we pay additional interest on the notes or a premium pursuant to the change of control provisions, United States Holders will be required to recognize such amounts as income.

     Market Discount

      A United States Holder who purchases a note at a “market discount” that exceeds a statutorily defined de minimis amount will be subject to the “market discount” rules of the Code. A United States Holder who purchases a note at a premium will be subject to the bond premium amortization rules of the Code.

      In general, “market discount” would be calculated as the excess of a note’s issue price, within the meaning of Section 1273 of the Code, over its purchase price. If a United States Holder purchases a note at a “market discount,” any gain on sale of that note attributable to the United States Holder’s unrecognized accrued market discount would generally be treated as ordinary income to the United States Holder. In addition, a United States Holder who acquires a debt instrument at a market discount may be required to defer a portion of any interest expense that otherwise may be deductible on any indebtedness incurred or maintained to purchase or carry the debt instrument until the United States Holder disposes of the debt instrument in a taxable transaction. Instead of recognizing any market discount upon a disposition of a note and being required to defer any applicable interest expense, a United States Holder may elect to include market discount in income currently as the discount accrues. The current income inclusion election, once made, applies to all market discount obligations acquired on or after the first taxable year in which the election applies, and may not be revoked without the consent of the IRS.

     Amortizable Bond Premium

      In general, if a United States Holder purchases a note for an amount (excluding any amount attributable to the accrued interest described below) in excess of the stated principal amount of the note, such excess will constitute bond premium. A United States Holder generally may elect to amortize the premium over the remaining term of the note on a constant yield method as an offset to interest when includible in income under its regular accounting method. The notes are subject to call provisions at our option at various times, as described in this prospectus under “Description of Notes — Optional Redemption.” A United States Holder will calculate the amount of amortizable bond premium based on the amount payable at the applicable call date, but only if the use of the call date (in lieu of the stated maturity date) results in a smaller amortizable bond premium for the period ending on the call date. If such holder does not elect to amortize bond premium that premium will decrease the gain or increase the loss it would otherwise recognize on disposition of the note. An election to amortize premium on a constant yield method will also apply to all debt obligations held or subsequently acquired by the United States Holder on or after the first day of the first taxable year to which the election applies. The election may not be revoked without the consent of the IRS. United States Holders should consult their tax advisors before making this election.

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     The rules governing amortizable bond premium are complicated, and United States Holders should consult their tax advisors concerning the application of these rules.

     Pre-Purchase Accrued Interest

      A portion of the price paid for a note will be allocable to interest that “accrued” prior to the date the note is purchased, which we refer to as pre-purchase accrued interest. To the extent a portion of a United States Holder’s purchase price is allocable to pre-purchase accrued interest, the note may be treated as having been purchased for an amount that excludes the pre-purchase accrued interest and, in that event, a portion of the first stated interest payment equal to the amount of excluded pre-purchase accrued interest will be treated as a nontaxable return of such pre-purchase accrued interest to the United States Holder. Amounts treated as a return of pre-purchase accrued interest will reduce a United States holder’s adjusted tax basis in the note by a corresponding amount.

     Sale or Other Taxable Disposition of the Notes

      A United States Holder will recognize gain or loss on the sale, exchange (other than for exchange notes pursuant to the exchange offer or a tax-free transaction), redemption, retirement or other taxable disposition of a note equal to the difference between the sum of the cash and the fair market value of any property received in exchange therefor (less a portion allocable to any accrued and unpaid interest, which generally will be taxable as ordinary income if not previously included in such holder’s income) and the United States Holder’s adjusted tax basis in the note. A United States Holder’s adjusted basis in a note generally will be the United States Holder’s cost therefor, less (1) any principal payments received by such holder, (2) any amounts treated as a return of pre-issuance accrued interest (as discussed above) and (3) the amount of amortized bond premium, if any, previously taken into account with respect to the note. This gain or loss generally will be a capital gain or loss. In the case of a non-corporate United States Holder, such capital gain will be subject to tax at a reduced rate if a note is held for more than one year. The deductibility of capital losses is subject to limitation.

     Exchange Offer

      The exchange of the notes for the exchange notes will not constitute a taxable exchange for United States federal income tax purposes. As a result, (1) a United States Holder will not recognize taxable gain or loss as a result of exchanging such holder’s notes; (2) the holding period of the exchange notes will include the holding period of the notes exchanged therefor; and (3) the adjusted tax basis of the exchange notes received will be the same as the adjusted tax basis of the notes exchanged therefor immediately before such exchange.

     Backup Withholding

      A United States Holder may be subject to a backup withholding tax when such holder receives interest and principal payments on the notes held or upon the proceeds received upon the sale or other disposition of such notes. Certain holders (including, among others, corporations and certain tax-exempt organizations) are generally not subject to backup withholding. A United States Holder will be subject to this backup withholding tax if such holder is not otherwise exempt and such holder:
 	 	 	
 	• 	fails to furnish its taxpayer identification number, or TIN, which, for an individual, is ordinarily his or her social security number;	
 	 	 	
 	• 	furnishes an incorrect TIN;	
 	 	 	
 	• 	is notified by the IRS that it has failed to properly report payments of interest or dividends; or	
 	 	 	
 	• 	fails to certify, under penalties of perjury, that it has furnished a correct TIN and that the IRS has not notified the United States Holder that it is subject to backup withholding.	
      United States Holders should consult their personal tax advisor regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a credit against their

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United States federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.

Non-United States Holders

      A non-United States Holder is a beneficial owner of the notes who is not a United States Holder.

     Interest

      Interest paid to a non-United States Holder will not be subject to United States federal withholding tax of 30% (or, if applicable, a lower treaty rate) provided that:
 	 	 	
 	• 	such holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all of our classes of stock;	
 	 	 	
 	• 	such holder is not a controlled foreign corporation that is related to us through stock ownership and is not a bank that received such notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;	
 	 	 	
 	• 	either (1) the non-United States Holder certifies in a statement provided to us or our paying agent, under penalties of perjury, that it is not a “United States person” within the meaning of the Code and provides its name and address (generally by completing IRS Form W-8BEN), (2) a securities clearing organization, bank or other financial institution that holds customers’ securities. in the ordinary course of its trade or business and holds the notes on behalf of the non-United States Holder certifies to us or our paying agent under penalties of perjury that it, or the financial institution between it and the non-United States Holder, has received from the non-United States Holder a statement, under penalties of perjury, that such holder is not a “United States person” and provides us or our paying agent with a copy of such statement or (3) the non-United States Holder holds its notes directly through a “qualified intermediary” and certain conditions are satisfied; and	
 	 	 	
 	• 	the interest is not effectively connected with the conduct of a trade or business within the United States.	
      Even if the above conditions are not met, a non-United States Holder may be entitled to an exemption from withholding tax if the interest is effectively connected to a United States trade or business as described below or to a reduction in or an exemption from withholding tax on interest under a tax treaty between the United States and the non-United States Holder’s country of residence. To claim a reduction or exemption under a tax treaty, a non-United States Holder must generally complete an IRS Form W-8BEN and claim the reduction or exemption on the form. In some cases, a non-United States Holder may instead be permitted to provide documentary evidence of its claim to the intermediary, or a qualified intermediary may already have some or all of the necessary evidence in its files.

      The certification requirements described above may require a non-United States Holder that provides an IRS form, or that claims the benefit of an income tax treaty, to also provide its United States taxpayer identification number.

      Payments of additional interest if we fail to register the notes as agreed may, if they become payable, be subject to United States withholding tax. We intend to withhold tax at a rate of 30% on any payment of such interest made to non-United States Holders unless we receive certain certifications from the non-United States Holder claiming that such payments are subject to reduction or elimination of withholding under an applicable treaty, as described above, or that such payments are effectively connected with the holder’s conduct of a trade or business in the United States, as described below. If we withhold tax from any payment of additional interest made to a non-United States Holder and such payment were determined not to be subject to U.S. federal tax, a non-United States Holder would be entitled to a refund of all tax withheld.

     Sale or Other Taxable Disposition of the Notes

      A non-United States Holder will generally not be subject to United States federal income tax or withholding tax on gain recognized on the sale, exchange, redemption, retirement or other disposition of a note unless (i) the

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gain is effectively connected with the conduct by the non-United States Holder of a trade or business within the United States (and if an income tax treaty applies, the gain is attributable to a U.S. permanent establishment maintained by such non-United States Holder) and (ii) in the case of a Non- United States Holder who is an individual, such non-United States Holder is present in the United States for 183 days or more in the taxable year of disposition and certain other requirements are met.

     United States Trade or Business

      If interest or gain from a disposition of the notes is effectively connected with a non-United States Holder’s conduct of a United States trade or business, and, if an income tax treaty applies, the non-United States Holder maintains a United States “permanent establishment” to which the interest or gain is attributable, the non-United States Holder may be subject to United States federal income tax on the interest or gain on a net basis in the same manner as if it were a United States Holder. If interest income received with respect to the notes is taxable on a net basis, the 30% withholding tax described above will not apply (assuming an appropriate certification is provided, generally IRS Form W-8ECI). A foreign corporation that is a holder of a note also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty. For this purpose, interest on a note or gain recognized on the disposition of a note will be included in earnings and profits if the interest or gain is effectively connected with the conduct by the foreign corporation of a trade or business in the United States.

     Backup Withholding and Information Reporting

      Backup withholding will not apply to payments of principal or interest made by us or our paying agents, in their capacities as such, to a non-United States Holder of a note if the holder meets the identification and certification requirements discussed above under “Non-United States Holders — Interest.” However, information reporting on IRS Form 1042-S may still apply with respect to interest payments. Payments of the proceeds from a disposition by a non-United States Holder of a note made to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that information reporting (but generally not backup withholding) may apply to those payments if the broker is:
 	 	 	
 	• 	a United States person;	
 	 	 	
 	• 	a controlled foreign corporation for United States federal income tax purposes;	
 	 	 	
 	• 	a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period; or	
 	 	 	
 	• 	a foreign partnership, if at any time during its tax year, one or more of its partners are United States persons, as defined in Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a United States trade or business.	
      Payment of the proceeds from a disposition by a non-United States Holder of a note made to or through the United States office of a broker is generally subject to information reporting and backup withholding unless the holder or beneficial owner certifies as to its taxpayer identification number or otherwise establishes an exemption from information reporting and backup withholding.

      Non-United States Holders should consult their own tax advisors regarding application of withholding and backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from withholding, information reporting and backup withholding under current Treasury regulations. In this regard, the current Treasury regulations provide that a certification may not be relied on if we or our agent (or other payor) knows or has reasons to know that the certification may be false. Any amounts withheld under the backup withholding rules from a payment to a non-United States Holder will be allowed as a credit against the holder’s United States federal income tax liability or may be refunded, provided the required information is furnished in a timely manner to the IRS.

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PLAN OF DISTRIBUTION

      Each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of exchange notes received by it in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any such resale.

      We will not receive any proceeds from any sales of the exchange notes by participating broker-dealers. Exchange notes received by participating broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such participating broker-dealer and/or the purchasers of any such exchange notes. Any participating broker-dealer that resells the exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      For a period of 180 days after the expiration date we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests such documents in the letter of transmittal.

      Prior to the exchange offer, there has not been any public market for the outstanding notes. The outstanding notes have not been registered under the Securities Act and will be subject to restrictions on transferability to the extent that they are not exchanged for exchange notes by holders who are entitled to participate in this exchange offer. The holders of outstanding notes, other than any holder that is our affiliate within the meaning of Rule 405 under the Securities Act, who are not eligible to participate in the exchange offer are entitled to certain registration rights, and we may be required to file a shelf registration statement with respect to their outstanding notes. The exchange notes will constitute a new issue of securities with no established trading market. We do not intend to list the exchange notes on any national securities exchange or to seek the admission thereof to trading in the National Association of Securities Dealers Automated Quotation System. The initial purchasers have advised us that they currently intend to make a market in the exchange notes. Such market making activity will be subject to the limits imposed by the Securities Act and the Exchange Act and may be limited during the exchange offer and the pendency of any shelf registration statements. Accordingly, no assurance can be given that an active public or other market will develop for the exchange notes or as to the liquidity of the trading market for the exchange notes. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. If a market for the exchange notes develops, any such market may be discontinued at any time.

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LEGAL MATTERS

      The validity of the exchange notes and the guarantees and other legal matters, including the tax-free nature of the exchange, will be passed upon on our behalf by Kirkland & Ellis LLP, a limited liability partnership that includes professional corporations, Chicago, Illinois. Certain matters of Minnesota law will be passed upon by Leonard, Street and Deinard. Certain matters of Virginia law will be passed upon by Williams Mullen.

EXPERTS

      The consolidated financial statements of NRG Energy, Inc. incorporated in this prospectus by reference to NRG’s Annual Report on Form 10-K as amended on April 29, 2004 and November 3, 2004 for the year ended December 31, 2003 have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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NRG Energy, Inc.

Offer to Exchange

$1,725,000,000 of 8% Senior Subordinated Notes due 2013, Series B

for any and all outstanding

$1,725,000,000 of 8% Senior Subordinated Notes due 2013

PROSPECTUS

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PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20:	Indemnification of Officers and Directors	

 	Delaware General Corporation Law	
      Section 145(a) of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

      Section 145(b) of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

      Section 145(c) of the Delaware General Corporation Law provides that to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

      Section 145(d) of the Delaware General Corporation Law provides that any indemnification under Section 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 145(a) and (b). Such determination shall be made (1) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

      Section 145(e) of the Delaware General Corporation Law provides that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

      Section 145(f) of the Delaware General Corporation Law provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

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      Section 145(g) of the Delaware General Corporation Law provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s capacity as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

 	NRG Energy, Inc. Amended and Restated Certificate of Incorporation and By-laws	
      The Amended and Restated Certificate of Incorporation of NRG Energy, Inc. provides, to the fullest extent permitted by Delaware law and except as otherwise provided in its by-laws, no director of NRG Energy, Inc. shall be liable to it or its stockholders for monetary damages for breach of fiduciary duty. Furthermore, the Amended and Restated By-laws of NRG Energy, Inc. provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of NRG Energy, Inc. or a wholly owned subsidiary of NRG Energy, Inc. or, while a director or officer of NRG Energy, Inc. or a wholly owned subsidiary of NRG Energy, Inc., is or was serving at the request of NRG Energy, Inc. or a wholly owned subsidiary of NRG Energy, Inc. as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other entity or enterprise, including service with respect to an employee benefit plan (an “ indemnitee ”), shall be indemnified and held harmless by NRG Energy, Inc. to the fullest extent authorized by Delaware Law, against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee, partner, member, manager, trustee, fiduciary or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. This right of indemnification includes our obligation to provide an advance of expenses, although the indemnitee may be required to repay such an advance if there is a judicial determination that the indemnitee was not entitled to the indemnification.

      The Amended and Restated By-laws of NRG Energy, Inc. also permit NRG Energy, Inc. to purchase and maintain insurance on its own behalf and on behalf of any other person who is or was a director, officer, employee or agent of NRG Energy, Inc. or a wholly owned subsidiary of NRG Energy, Inc. or was serving at request of NRG Energy, Inc. or a wholly owned subsidiary of NRG Energy, Inc.

      The other registrants are organized in Delaware, California, Minnesota and Virginia. Indemnification of such registrants’ directors and officers provided by applicable law, by the registrants’ organizational documents, by contract or otherwise are substantially similar to that afforded by the directors and officers of NRG Energy, Inc.

Item 21.	Exhibits and Financial Schedules	
      (a) The attached Exhibit Index is incorporated herein by reference.

      (b) The financial statement schedules required to be filed herewith pursuant to this Item are incorporated by reference to NRG Energy, Inc.’s Form 10-K.

Item 22.	Undertakings	
      (a) The undersigned hereby undertake:
 	 	
 	      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:	

 	      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;	
 	 	
 	      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in	
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 	the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;	
 	 	
 	      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;	

 	provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrants pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.	

 	      (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	
 	 	
 	      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.	
      (b) The undersigned hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

      (d) The undersigned hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means.

      This includes information contained in documents filed subsequent to the date of the registration statement through the date of responding to the request.

      (e) The undersigned hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Energy, Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG ENERGY, INC.	

 	By: 	/s/ DAVID CRANE	

	
 	David Crane	
 	President and Chief Executive Officer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President, Chief Executive Officer and Director
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial
Officer (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller
(principal accounting officer)	
 	
/s/ RAMON BETOLAZA

Ramon Betolaza	 	Director	
 	
/s/ JOHN F. CHLEBOWSKI

John F. Chlebowski	 	Director	
 	
/s/ LAWRENCE S. COBEN

Lawrence S. Coben	 	Director	
II-4

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Signature	 	Title	

	 	

	
 	
/s/ HOWARD E. COSGROVE

Howard E. Cosgrove	 	Director	
 	
/s/ STEPHEN L. CROPPER

Stephen L. Cropper	 	Director	
 	
/s/ HERBERT H. TATE

Herbert H. Tate	 	Director	
 	
/s/ MARK R. PATTERSON

Mark R. Patterson	 	Director	
 	
/s/ FRANK S. PLIMPTON

Frank S. Plimpton	 	Director	
 	
/s/ THOMAS H. WEIDEMEYER

Thomas H. Weidemeyer	 	Director	
 	
/s/ WALTER R. YOUNG

Walter R. Young	 	Director	
II-5

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Arthur Kill Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	ARTHUR KILL POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      * * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG NORTHEAST GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-6

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Astoria Gas Turbine Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	ASTORIA GAS TURBINE POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG NORTHEAST GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-7

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Berrians I Gas Turbine Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	BERRIANS I GAS TURBINE POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG ENERGY, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and Regional President, Northeast Region	 	 	
II-8

Table of Contents

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Big Cajun II Unit 4 LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	BIG CAJUN II UNIT 4 LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	

/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG SOUTH CENTRAL GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Management Board Member	
II-9

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Capistrano Cogeneration Company, a California corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	CAPISTRANO COGENERATION COMPANY	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-10

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Chickahominy River Energy Corp., a Virginia corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	CHICKAHOMINY RIVER ENERGY CORP.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-11

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Commonwealth Atlantic Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	COMMONWEALTH ATLANTIC POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG ENERGY, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and Regional President, Northeast Region	 	 	
II-12

Table of Contents

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Conemaugh Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	CONEMAUGH POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG MIDATLANTIC GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-13

Table of Contents

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Connecticut Jet Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	CONNECTICUT JET POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG NORTHEAST GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-14

Table of Contents

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Devon Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	DEVON POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG NORTHEAST GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-15

Table of Contents

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Dunkirk Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	DUNKIRK POWER LLC	

 	BY: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG NORTHEAST GENERATING LLC	 	Sole Member	
 	
By: /s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-16

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Eastern Sierra Energy Company, a California corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	EASTERN SIERRA ENERGY COMPANY	

 	BY: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
 	
/s/ JOHN P. BREWSTER

John P. Brewster	 	Director	
 	
/s/ GEORGE P. SCHAEFER

George P. Schaefer	 	Director	
II-17

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, El Segundo Power II LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	EL SEGUNDO POWER II LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG WEST COAST LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-18

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Hanover Energy Company, a California corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	HANOVER ENERGY COMPANY	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-19

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Huntley Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	HUNTLEY POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG NORTHEAST GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-20

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Indian River Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	INDIAN RIVER OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-21

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Indian River Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	INDIAN RIVER POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG MIDATLANTIC GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-22

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, James River Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	JAMES RIVER POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG ENERGY, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and
Regional President, Northeast Region	 	 	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Management Committee Member	
 	
/s/ ERSHEL C. REDD, JR.

Ershel C. Redd, Jr.	 	Management Committee Member	
II-23

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Kaufman Cogen, LP, a Delaware limited partnership, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	KAUFMAN COGEN, LP	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG KAUFMAN LLC	 	General Partner	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
 	
NRG ENERGY, INC.	 	Sole Member of the General Partner	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and
Regional President, Northeast Region	 	 	
II-24

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Keystone Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	KEYSTONE POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG MIDATLANTIC GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-25

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Louisiana Generating LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	LOUISIANA GENERATING LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG SOUTH CENTRAL GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-26

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, MidAtlantic Generation Holding LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	MIDATLANTIC GENERATION HOLDING LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG ENERGY, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and Regional President, Northeast Region	 	 	
II-27

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Middletown Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	MIDDLETOWN POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG NORTHEAST GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-28

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Montville Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	MONTVILLE POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG NORTHEAST GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-29

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NEO California Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NEO CALIFORNIA POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NEO CORPORATION	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Manager	
II-30

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Signature	 	Title	

	 	

	
 	
/s/ JERALD W. PETERSON

Jerald W. Peterson	 	Manager	
 	
/s/ GERALD F. PITTMAN

Gerald F. Pittman	 	Manager	
II-31

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NEO Chester-Gen LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NEO CHESTER-GEN LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NEO CORPORATION	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Manager	
II-32

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Signature	 	Title	

	 	

	
 	
/s/ JERALD W. PETERSON

Jerald W. Peterson	 	Manager	
 	
/s/ GERALD F. PITTMAN

Gerald F. Pittman	 	Manager	
II-33

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NEO Corporation, a Minnesota corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NEO CORPORATION	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ MICHAEL R. CARROLL

Michael R. Carroll	 	Director	
 	
/s/ ERSHEL C. REDD, JR.

Ershel C. Redd, Jr.	 	Director	
II-34

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NEO Freehold-Gen LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NEO FREEHOLD-GEN LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NEO CORPORATION	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Manager	
II-35

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Signature	 	Title	

	 	

	
 	
/s/ JERALD W. PETERSON

Jerald W. Peterson	 	Manager	
 	
/s/ GERALD F. PITTMAN

Gerald F. Pittman	 	Manager	
II-36

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NEO Landfill Gas Holdings Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NEO LANDFILL GAS HOLDINGS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
/s/ MICHAEL R. CARROLL

Michael R. Carroll	 	Director	
 	
/s/ ERSHEL C. REDD, JR.

Ershel C. Redd, Jr.	 	Director	
II-37

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NEO Power Services Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NEO POWER SERVICES INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
/s/ MICHAEL R. CARROLL

Michael R. Carroll	 	Director	
 	
/s/ ERSHEL C. REDD, JR.

Ershel C. Redd, Jr.	 	Director	
II-38

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Northeast Generation Holding LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NORTHEAST GENERATION HOLDING LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG ENERGY, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and
Regional President, Northeast Region	 	 	
II-39

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Signature	 	Title	

	 	

	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Management Committee Member	
 	
/s/ ERSHEL C. REDD, JR.

Ershel C. Redd, Jr.	 	Management Committee Member	
II-40

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Norwalk Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NORWALK POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG NORTHEAST GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-41

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Affiliate Services Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG AFFILIATE SERVICES INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-42

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Arthur Kill Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG ARTHUR KILL OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-43

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Asia-Pacific, Ltd., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG ASIA-PACIFIC, LTD.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
 	
/s/ ERSHEL C. REDD, JR.

Ershel C. Redd, Jr.	 	Director	
II-44

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Astoria Gas Turbine Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG ASTORIA GAS TURBINE OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-45

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Bayou Cove LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG BAYOU COVE LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG SOUTH CENTRAL GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Management Board Member	
II-46

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Cabrillo Power Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG CABRILLO POWER OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-47

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Cadillac Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG CADILLAC OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-48

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG California Peaker Operations LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG CALIFORNIA PEAKER OPERATIONS LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG OPERATING SERVICES, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-49

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Central U.S. LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG CENTRAL U.S. LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG ENERGY, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and Regional President, Northeast Region	 	 	
II-50

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Signature	 	Title	

	 	

	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Management Committee Member	
 	
/s/ ERSHEL C. REDD, JR.

Ershel C. Redd, Jr.	 	Management Committee Member	
II-51

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Connecticut Affiliate Services Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG CONNECTICUT AFFILIATE SERVICES INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-52

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Devon Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG DEVON OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-53

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Dunkirk Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG DUNKIRK OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-54

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Eastern LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG EASTERN LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG ENERGY, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and
Regional President, Northeast Region	 	 	
II-55

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Signature	 	Title	

	 	

	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Management Committee Member	
 	
/s/ ERSHEL C. REDD, JR.

Ershel C. Redd, Jr.	 	Management Committee Member	
II-56

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG El Segundo Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG EL SEGUNDO OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-57

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Huntley Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG HUNTLEY OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc.
(principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-58

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG International LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG INTERNATIONAL LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc.
(principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG ENERGY, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and Regional President, Northeast Region	 	 	
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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Kaufman LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG KAUFMAN LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc.
(principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG ENERGY, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and Regional President, Northeast Region	 	 	
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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Mesquite LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG MESQUITE LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG ENERGY, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and Regional President, Northeast Region	 	 	
II-61

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG MidAtlantic Affiliate Services Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG MIDATLANTIC AFFILIATE SERVICES INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-62

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG MidAtlantic Generating LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG MIDATLANTIC GENERATING LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG MIDATLANTIC LLC	 	Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
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Signature	 	Title	

	 	

	
 	
MIDATLANTIC GENERATION HOLDING LLC	 	Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
 	
/s/ GEORGE P. SCHAEFER

George P. Schaefer	 	Management Committee Member	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Management Committee Member	
 	
/s/ JOHN P. BREWSTER

John P. Brewster	 	Management Committee Member	
II-64

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG MidAtlantic LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG MIDATLANTIC LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG ENERGY, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and
Regional President, Northeast Region	 	 	
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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Middletown Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG MIDDLETOWN OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Montville Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG MONTVILLE OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-67

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG New Jersey Energy Sales LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG NEW JERSEY ENERGY SALES LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG POWER MARKETING, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Secretary	 	 	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Management Board Member	
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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG New Roads Holdings LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG NEW ROADS HOLDINGS LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG SOUTH CENTRAL GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG North Central Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG NORTH CENTRAL OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-70

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Northeast Affiliate Services Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG NORTHEAST AFFILIATE SERVICES INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-71

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Northeast Generating LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG NORTHEAST GENERATING LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NORTHEAST GENERATION HOLDING LLC	 	Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
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Signature	 	Title	

	 	

	
 	
NRG EASTERN LLC	 	Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Norwalk Harbor Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG NORWALK HARBOR OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-74

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Operating Services, Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG OPERATING SERVICES, INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-75

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Oswego Harbor Power Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG OSWEGO HARBOR POWER OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-76

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Power Marketing Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG POWER MARKETING INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-77

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Rocky Road LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG ROCKY ROAD LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG ENERGY, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and
Regional President, Northeast Region	 	 	
II-78

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Saguaro Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG SAGUARO OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-79

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG South Central Affiliate Services Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG SOUTH CENTRAL AFFILIATE SERVICES INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-80

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG South Central Generating LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG SOUTH CENTRAL GENERATING LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc. (principal accounting officer)	
 	
NRG CENTRAL U.S. LLC	 	Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-81

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Signature	 	Title	

	 	

	
 	
SOUTH CENTRAL GENERATION HOLDING LLC	 	Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-82

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG South Central Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG SOUTH CENTRAL OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-83

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG West Coast LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG WEST COAST LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc. (principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG ENERGY, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and Regional President, Northeast Region	 	 	
II-84

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, NRG Western Affiliate Services Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	NRG WESTERN AFFILIATE SERVICES INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-85

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Oswego Harbor Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	OSWEGO HARBOR POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG NORTHEAST GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-86

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Saguaro Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	SAGUARO POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG WEST COAST LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-87

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Somerset Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	SOMERSET OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-88

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Somerset Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	SOMERSET POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG NORTHEAST GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-89

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, South Central Generation Holding LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	SOUTH CENTRAL GENERATION HOLDING LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG ENERGY, INC.	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Executive Vice President and
Regional President, Northeast Region	 	 	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Management Committee Member	
 	
/s/ ERSHEL C. REDD, JR.

Ershel C. Redd, Jr.	 	Management Committee Member	
II-90

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Vienna Operations Inc., a Delaware corporation, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	VIENNA OPERATIONS INC.	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
/s/ SCOTT J. DAVIDO

Scott J. Davido	 	Director	
II-91

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Vienna Power LLC, a Delaware limited liability company, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on November 2, 2004.
 	 	
 	VIENNA POWER LLC	

 	By: 	/s/ GEORGE P. SCHAEFER	

	
 	George P. Schaefer	
 	Treasurer	
POWER OF ATTORNEY

      Each of the undersigned whose signature appears below hereby constitutes and appoints each of Scott J. Davido, George P. Schaefer and Timothy W.J. O’Brien or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-4 (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

* * * * *

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2004.

Signature	 	Title	

	 	

	
 	
/s/ DAVID CRANE

David Crane	 	President and Chief Executive Officer of NRG Energy, Inc.
(principal executive officer)	
 	
/s/ ROBERT C. FLEXON

Robert C. Flexon	 	Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (principal financial officer)	
 	
/s/ JAMES J. INGOLDSBY

James J. Ingoldsby	 	Vice President and Controller of NRG Energy, Inc.
(principal accounting officer)	
 	
NRG MIDATLANTIC GENERATING LLC	 	Sole Member	
 	
By:	 	/s/ SCOTT J. DAVIDO

Scott J. Davido
Vice President and Assistant Secretary	 	 	
II-92

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EXHIBIT INDEX
 	 	 	 	 	
Exhibit No.	 	Description	

	 	

	
 	1	.1	 	Purchase Agreement, dated as of December 17, 2003, by and among NRG Energy, Inc., as issuer, certain subsidiaries of NRG Energy, Inc., as guarantors, and Lehman Brothers, Inc., Credit Suisse First Boston LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities, Inc., as initial purchases, re: $1,250,000,000 8% Second Priority Senior Secured Notes due 2013.(4)	
 	1	.2	 	Purchase Agreement, dated as of January 21, 2004, by and among NRG Energy, Inc., as issuer, certain subsidiaries of NRG Energy, Inc., as guarantors, and Lehman Brothers, Inc. and Credit Suisse First Boston LLC, as initial purchases, re: $475,000,000 8% Second Priority Senior Secured Notes due 2013.(4)	
 	3	.1	 	Amended and Restated Certificate of Incorporation of NRG Energy, Inc.(4)	
 	3	.2	 	Amended and Restated By-Laws of NRG Energy, Inc.(9)	
 	3	.3	 	Certificate of Formation of Berrians I Gas Turbine Power LLC.(1)	
 	3	.4	 	Limited Liability Company Agreement of Berrians I Gas Turbine Power LLC.(1)	
 	3	.5	 	Certificate of Formation of Big Cajun II Unit 4 LLC.(1)	
 	3	.6	 	Limited Liability Company Agreement of Big Cajun II Unit 4 LLC.(1)	
 	3	.7	 	Articles of Incorporation of Capistrano Cogeneration Company.(1)	
 	3	.8	 	By-Laws of Capistrano Cogeneration Company.(1)	
 	3	.9	 	Articles of Incorporation of Chickahominy River Energy Corp.(1)	
 	3	.10	 	By-Laws of Chickahominy River Energy Corp.(1)	
 	3	.11	 	Articles of Incorporation of Eastern Sierra Energy Company.(1)	
 	3	.12	 	By-Laws of Eastern Sierra Energy Company.(1)	
 	3	.13	 	Certificate of Formation of El Segundo Power II LLC.(1)	
 	3	.14	 	Limited Liability Company Agreement of El Segundo Power II LLC.(1)	
 	3	.15	 	Articles of Incorporation of Hanover Energy Company.(1)	
 	3	.16	 	By-Laws of Hanover Energy Company.(1)	
 	3	.17	 	Certificate of Incorporation of Indian River Operations Inc.(1)	
 	3	.18	 	By-Laws of Indian River Operations Inc.(1)	
 	3	.19	 	Certificate of Formation of James River Power LLC.(1)	
 	3	.20	 	Limited Liability Company Agreement of James River Power LLC.(1)	
 	3	.21	 	Certificate of Limited Partnership of Kaufman Cogen LP.(1)	
 	3	.22	 	Limited Partnership Agreement of Kaufman Cogen LP.(1)	
 	3	.23	 	Certificate of Formation of Louisiana Generating LLC.(1)	
 	3	.24	 	Limited Liability Company Agreement of Louisiana Generating LLC.(1)	
 	3	.25	 	Certificate of Formation of NEO California Power LLC.(1)	
 	3	.26	 	Limited Liability Company Agreement of NEO California Power LLC.(1)	
 	3	.27	 	Certificate of Formation of NEO Chester-Gen LLC.(1)	
 	3	.28	 	Limited Liability Company Agreement of NEO Chester-Gen LLC.(1)	
 	3	.29	 	Articles of Incorporation of NEO Corporation.(1)	
 	3	.30	 	By-Laws of NEO Corporation.(1)	
 	3	.31	 	Certificate of Formation of NEO Freehold-Gen LLC.(1)	
 	3	.32	 	Limited Liability Company Agreement of NEO Freehold-Gen LLC.(1)	
 	3	.33	 	Certificate of Incorporation of NEO Landfill Gas Holdings Inc.(1)	
 	3	.34	 	By-Laws of NEO Landfill Gas Holdings Inc.(1)	
 	3	.35	 	Certificate of Incorporation of NEO Power Services Inc.(1)	
 	3	.36	 	By-Laws of NEO Power Services Inc.(1)	
 	3	.37	 	Certificate of Formation of Northeast Generation Holding LLC.(1)	

Table of Contents
 	 	 	 	 	
Exhibit No.	 	Description	

	 	

	
 	3	.38	 	Limited Liability Company Agreement of Northeast Generation Holding LLC.(1)	
 	3	.39	 	Certificate of Incorporation of NRG Affiliate Services Inc.(1)	
 	3	.40	 	By-Laws of NRG Affiliate Services Inc.(1)	
 	3	.41	 	Certificate of Incorporation of NRG Arthur Kill Operations Inc.(1)	
 	3	.42	 	By-Laws of NRG Arthur Kill Operations Inc.(1)	
 	3	.43	 	Certificate of Incorporation of NRG Asia-Pacific, Ltd.(1)	
 	3	.44	 	By-Laws of NRG Asia-Pacific, Ltd.(1)	
 	3	.45	 	Certificate of Incorporation of NRG Astoria Gas Turbine Operations Inc.(1)	
 	3	.46	 	By-Laws of NRG Astoria Gas Turbine Operations Inc.(1)	
 	3	.47	 	Certificate of Formation of NRG Bayou Cove LLC.(1)	
 	3	.48	 	Limited Liability Company Agreement of NRG Bayou Cove LLC.(1)	
 	3	.49	 	Certificate of Incorporation of NRG Cabrillo Power Operations Inc.(1)	
 	3	.50	 	By-Laws of NRG Cabrillo Power Operations Inc.(1)	
 	3	.51	 	Certificate of Incorporation of NRG Cadillac Operations Inc.(1)	
 	3	.52	 	By-Laws of NRG Cadillac Operations Inc.(1)	
 	3	.53	 	Certificate of Formation of NRG California Peaker Operations LLC.(1)	
 	3	.54	 	Limited Liability Company Agreement of NRG California Peaker Operations LLC.(1)	
 	3	.55	 	Certificate of Formation of NRG Central U.S. LLC.(1)	
 	3	.56	 	Limited Liability Company Agreement of NRG Central U.S. LLC.(1)	
 	3	.57	 	Certificate of Incorporation of NRG Connecticut Affiliate Services Inc.(1)	
 	3	.58	 	By-Laws of NRG Connecticut Affiliate Services Inc.(1)	
 	3	.59	 	Certificate of Incorporation of NRG Devon Operations Inc.(1)	
 	3	.60	 	By-Laws of NRG Devon Operations Inc.(1)	
 	3	.61	 	Certificate of Incorporation of NRG Dunkirk Operations Inc.(1)	
 	3	.62	 	By-Laws of NRG Dunkirk Operations Inc.(1)	
 	3	.63	 	Certificate of Formation of NRG Eastern LLC.(1)	
 	3	.64	 	Limited Liability Company Agreement of NRG Eastern LLC.(1)	
 	3	.65	 	Certificate of Incorporation of NRG El Segundo Operations Inc.(1)	
 	3	.66	 	By-Laws of NRG El Segundo Operations Inc.(1)	
 	3	.67	 	Certificate of Incorporation of NRG Huntley Operations Inc.(1)	
 	3	.68	 	By-Laws of NRG Huntley Operations Inc.(1)	
 	3	.69	 	Certificate of Formation of NRG International LLC.(1)	
 	3	.70	 	Limited Liability Company Agreement of NRG International LLC.(1)	
 	3	.71	 	Certificate of Formation of NRG Kaufman LLC.(1)	
 	3	.72	 	Limited Liability Company Agreement of NRG Kaufman LLC.(1)	
 	3	.73	 	Certificate of Formation of NRG Mesquite LLC.(1)	
 	3	.74	 	Limited Liability Company Agreement of NRG Mesquite LLC.(1)	
 	3	.75	 	Certificate of Incorporation of NRG MidAtlantic Affiliate Services Inc.(1)	
 	3	.76	 	By-Laws of NRG MidAtlantic Affiliate Services Inc.(1)	
 	3	.77	 	Certificate of Formation of NRG MidAtlantic Generating LLC.(1)	
 	3	.78	 	Limited Liability Company Agreement of NRG MidAtlantic Generating LLC.(1)	
 	3	.79	 	Certificate of Incorporation of NRG Middletown Operations Inc.(1)	
 	3	.80	 	By-Laws of NRG Middletown Operations Inc.(1)	
 	3	.81	 	Certificate of Incorporation of NRG Montville Operations Inc.(1)	
 	3	.82	 	By-Laws of NRG Montville Operations Inc.(1)	
 	3	.83	 	Certificate of Formation of NRG New Jersey Energy Sales LLC.(1)	

Table of Contents
 	 	 	 	 	
Exhibit No.	 	Description	

	 	

	
 	3	.84	 	Limited Liability Company Agreement of NRG New Jersey Energy Sales LLC.(1)	
 	3	.85	 	Certificate of Incorporation of NRG North Central Operations Inc.(1)	
 	3	.86	 	By-Laws of NRG North Central Operations Inc.(1)	
 	3	.87	 	Certificate of Incorporation of NRG Northeast Affiliate Services Inc.(1)	
 	3	.88	 	By-Laws of NRG Northeast Affiliate Services Inc.(1)	
 	3	.89	 	Certificate of Incorporation of NRG Norwalk Harbor Operations Inc.(1)	
 	3	.90	 	By-Laws of NRG Norwalk Harbor Operations Inc.(1)	
 	3	.91	 	Certificate of Incorporation of NRG Operating Services, Inc.(1)	
 	3	.92	 	By-Laws of NRG Operating Services, Inc.(1)	
 	3	.93	 	Certificate of Incorporation of NRG Oswego Harbor Power Operations Inc.(1)	
 	3	.94	 	By-Laws of NRG Oswego Harbor Power Operations Inc.(1)	
 	3	.95	 	Certificate of Incorporation of NRG Power Marketing Inc.(1)	
 	3	.96	 	By-Laws of NRG Power Marketing Inc.(1)	
 	3	.97	 	Certificate of Incorporation of NRG Saguaro Operations Inc.(1)	
 	3	.98	 	By-Laws of NRG Saguaro Operations Inc.(1)	
 	3	.99	 	Certificate of Incorporation of NRG South Central Affiliate Services Inc.(1)	
 	3	.100	 	By-Laws of NRG South Central Affiliate Services Inc.(1)	
 	3	.101	 	Certificate of Incorporation of NRG South Central Operations Inc.(1)	
 	3	.102	 	By-Laws of NRG South Central Operations Inc.(1)	
 	3	.103	 	Certificate of Formation of NRG West Coast LLC.(1)	
 	3	.104	 	Limited Liability Company Agreement of NRG West Coast LLC.(1)	
 	3	.105	 	Certificate of Incorporation of NRG Western Affiliate Services Inc.(1)	
 	3	.106	 	By-Laws of NRG Western Affiliate Services Inc.(1)	
 	3	.107	 	Certificate of Incorporation of Somerset Operations Inc.(1)	
 	3	.108	 	By-Laws of Somerset Operations Inc.(1)	
 	3	.109	 	Certificate of Formation of South Central Generation Holding LLC.(1)	
 	3	.110	 	Limited Liability Company Agreement for South Central Generation Holding LLC.(1)	
 	3	.111	 	Certificate of Incorporation of Vienna Operations Inc.(1)	
 	3	.112	 	By-Laws of Vienna Operations Inc.(1)	
 	3	.113	 	Certificate of Formation of Arthur Kill Power LLC.(1)	
 	3	.114	 	Certificate of Formation of Astoria Gas Turbine Power LLC.(1)	
 	3	.115	 	Certificate of Formation of Connecticut Jet Power LLC.(1)	
 	3	.116	 	Certificate of Formation of Devon Power LLC.(1)	
 	3	.117	 	Certificate of Formation of Dunkirk Power LLC.(1)	
 	3	.118	 	Certificate of Formation of Huntley Power LLC.(1)	
 	3	.119	 	Certificate of Formation of Middletown Power LLC.(1)	
 	3	.120	 	Certificate of Formation of Montville Power LLC.(1)	
 	3	.121	 	Certificate of Formation of Norwalk Power LLC.(1)	
 	3	.122	 	Certificate of Formation of NRG New Roads Holdings LLC.(1)	
 	3	.123	 	Certificate of Formation of NRG Northeast Generating LLC.(1)	
 	3	.124	 	Certificate of Formation of NRG South Central Generating LLC.(1)	
 	3	.125	 	Certificate of Formation of Oswego Harbor Power LLC.(1)	
 	3	.126	 	Certificate of Formation of Somerset Power LLC.(1)	

Table of Contents
 	 	 	 	 	
Exhibit No.	 	Description	

	 	

	
 	3	.127	 	Form of Amended and Restated Limited Liability Company Agreement of Arthur Kill Power LLC, Astoria Gas Turbine Power LLC, Connecticut Jet Power LLC, Devon Power LLC, Dunkirk Power LLC, Huntley Power LLC, Middletown Power LLC, Montville Power LLC, Norwalk Power LLC, NRG New Roads Holdings LLC, NRG Northeast Generating LLC, NRG South Central Generating LLC, Oswego Harbor Power LLC and Somerset Power LLC.(1)	
 	3	.128	 	Certificate of Formation of Commonwealth Atlantic Power LLC.(1)	
 	3	.129	 	Certificate of Formation of Conemaugh Power LLC.(1)	
 	3	.130	 	Certificate of Formation of Indian River Power LLC.(1)	
 	3	.131	 	Certificate of Formation of Keystone Power LLC.(1)	
 	3	.132	 	Certificate of Formation of MidAtlantic Generation Holding LLC.(1)	
 	3	.133	 	Certificate of Formation of NRG MidAtlantic LLC.(1)	
 	3	.134	 	Certificate of Formation of NRG Rocky Road LLC.(1)	
 	3	.135	 	Certificate of Formation of Saguaro Power LLC.(1)	
 	3	.136	 	Certificate of Formation of Vienna Power LLC.(1)	
 	3	.137	 	Form of Amended and Restated Limited Liability Company Agreement of Commonwealth Atlantic Power LLC, Conemaugh Power LLC, Indian River Power LLC, Keystone Power LLC, MidAtlantic Generation Holding LLC, NRG MidAtlantic LLC, NRG Rocky Road LLC, Saguaro Power LLC and Vienna Power LLC.(1)	
 	4	.1	 	Indenture dated as of December 23, 2003 by and among NRG Energy, Inc., certain subsidiaries of NRG Energy, Inc. and Law Debenture Trust Company of New York, as trustee, re: NRG Energy, Inc.’s 8% Second Priority Senior Secured Notes due 2013.(4)	
 	4	.2	 	Registration Rights Agreement dated as of December 23, 2003 by and among NRG Energy, Inc., as issuer, certain subsidiaries of NRG Energy, Inc., as guarantors, and Lehman Brothers Inc., Credit Suisse First Boston LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities, Inc., as initial purchasers.(4)	
 	4	.3	 	Registration Rights Agreement dated as of January 28, 2004 by and among NRG Energy, Inc., as issuer, certain subsidiaries of NRG Energy, Inc., as guarantors, and Credit Suisse First Boston LLC and Lehman Brothers, Inc., as initial purchasers.(4)	
 	4	.4	 	$1,450,000,000 Credit Agreement dated as of December 23, 2003 among NRG Energy, Inc., NRG Power Marketing, Inc., the lenders party thereto, and Credit Suisse First Boston, acting through its Cayman Islands Branch, and Lehman Brothers Inc., as joint lead book runners and joint lead arrangers, Credit Suisse First Boston, acting through its Cayman Islands Branch, as administrative agent, General Electric Capital Corporation, as revolver agent, and Lehman Commercial Paper Inc., as syndication agent.(4)	
 	4	.5	 	Guarantee and Collateral Agreement made by NRG Energy, Inc., NRG Power Marketing, Inc. and certain of the subsidiaries of NRG Energy, Inc. in favor of Deutsche Bank Trust Company Americas, as Collateral Trustee, Credit Suisse First Boston, acting through its Cayman Islands Branch, as administrative agent, and Law Debenture Trust Company of New York, as trustee.(4)	
 	4	.6	 	Collateral Trust Agreement dated as of December 23, 2003 among NRG Energy, Inc., NRG Power Marketing, Inc., certain subsidiaries of NRG Energy, Inc., Credit Suisse First Boston, acting through its Cayman Islands Branch, as administrative agent, Law Debenture Trust Company of New York, as Trustee, and Deutsche Bank Trust Company Americas, as collateral trustee.(4)	
 	4	.7	 	Amended and Restated Common Agreement among XL Capital Assurance Inc., Goldman Sachs Mitsui Marine Derivative Products, L.P., Law Debenture Trust Company of New York, as trustee, The Bank of New York, as collateral agent, NRG Peaker Finance Company LLC and each Project Company Party thereto dated as of January 6, 2004, together with Annex A to the Common Agreement.(4)	
 	4	.8	 	Amended and Restated Security Deposit Agreement among NRG Peaker Finance Company, LLC and each Project Company party thereto, and the Bank of New York, as collateral agent and depositary agent, dated as of January 6, 2004.(4)	
 	4	.9	 	NRG Parent Agreement by NRG Energy, Inc. in favor of the Bank of New York, as collateral agent, dated as of January 6, 2004.(4)	

Table of Contents
 	 	 	 	 	
Exhibit No.	 	Description	

	 	

	
 	4	.10	 	Indenture dated June 18, 2002, between NRG Peaker Finance Company LLC, as issuer, Bayou Cove Peaking Power LLC, Big Cajun I Peaking Power LLC, NRG Rockford LLC, NRG Rockford II LLC and Sterlington Power LLC, as Guarantors, XL Capital Assurance Inc., as insurer, and Law Debenture Trust Company, as successor trustee to the Bank of New York.(5)	
 	5	.1	 	Opinion of Kirkland & Ellis LLP, with respect to registrants organized under the laws of the States of Delaware and California.(1)	
 	5	.2	 	Opinion of Leonard, Street and Deinard, with respect to the registrant organized under the laws of the State of Minnesota.(1)	
 	5	.3	 	Opinion of Williams Mullen, with respect to the registrant organized under the laws of the State of Virginia.(1)	
 	8	.1	 	Opinion of Kirkland & Ellis LLP regarding federal income tax consequences.(1)	
 	10	.1*	 	Employment Agreement dated November 10, 2003 between NRG Energy, Inc. and David Crane.(4)	
 	10	.2	 	Note Agreement, dated August 20, 1993, between NRG Energy, Inc., Energy Center, Inc. and each of the purchasers named therein.(6)	
 	10	.3	 	Master Shelf and Revolving Credit Agreement, dated August 20, 1993, between NRG Energy, Inc., Energy Center, Inc., The Prudential Insurance Registrants of America and each Prudential Affiliate, which becomes party thereto.(6)	
 	10	.4	 	Asset Sales Agreement, dated December 23, 1998, between NRG Energy, Inc., and Niagara Mohawk Power Corporation.(7)	
 	10	.5	 	Generating Plant and Gas Turbine Asset Purchase and Sale Agreement for the Arthur Kill generating plants and Astoria gas turbines, dated January 27, 1999, between NRG Energy and Consolidated Edison Company of New York, Inc.(7)	
 	10	.6	 	Amendment to the Asset Sales Agreement, dated June 11, 1999, between NRG Energy, Inc., and Niagara Mohawk Power Corporation.(7)	
 	10	.7	 	Third Amended Joint Plan of Reorganization of NRG Energy, Inc., NRG Power Marketing, Inc., NRG Capital LLC, NRG Finance Company I LLC, and NRGenerating Holdings (No. 23) B.V.(8)	
 	10	.8	 	First Amended Joint Plan of Reorganization of NRG Northeast Generating LLC (and certain of its subsidiaries), NRG South Central Generating (and certain of its subsidiaries) and Berrians I Gas Turbine Power LLC.(8)	
 	10	.9*	 	Key Executive Retention, Restructuring Bonus and Severance Agreement between NRG Energy, Inc. and Scott J. Davido dated July 1, 2003.(4)	
 	10	.10*	 	Severance Agreement between NRG Energy, Inc. and Ershel Redd Jr. dated January 30, 2003.(5)	
 	10	.11*	 	Severance Agreement between NRG Energy and William Pieper dated March 1, 2003.(4)	
 	10	.12*	 	Severance Agreement between NRG Energy, Inc. and George Schaefer dated December 18, 2002.(5)	
 	10	.13*	 	Severance Agreement between NRG Energy and John P. Brewster dated July 23, 2003.(4)	
 	10	.14	 	Registration Rights Agreement, dated December 5, 2003, among NRG Energy, Inc. and the holders of NRG Energy, Inc. common stock named therein.(3)	
 	12	.1	 	Statement re: Computation of Ratios.(1)	
 	21	.1	 	Subsidiaries of NRG Energy, Inc.(4)	
 	23	.1	 	Consent of PricewaterhouseCoopers LLP.(1)	
 	23	.2	 	Consents of Kirkland & Ellis LLP (included in Exhibits 5.1 and 8.1).(1)	
 	23	.3	 	Consent of Leonard, Street & Deinard (included in Exhibit 5.2).(1)	
 	23	.4	 	Consent of Williams Mullen (included in Exhibit 5.3).(1)	
 	24	.1	 	Power of Attorney (included on the signature pages hereto).	
 	25	.1	 	Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939 of Law Debenture Trust Company of New York.(1)	
 	99	.1	 	Form of Letter of Transmittal.(1)	
 	99	.2	 	Form of Tender Instructions.(1)	
 	99	.3	 	Form of Notice of Guaranteed Delivery.(1)	

Table of Contents

 	 	 	
 	* 	Exhibit relates to compensation arrangements.	

(1) 	Filed herewith.	
 	 	
(2) 	To be filed by amendment.	
 	 	
(3) 	Incorporated herein by reference to NRG Energy, Inc.’s annual report on Form 10-K/A filed on November 3, 2004.	
 	 	
(4) 	Incorporated herein by reference to NRG Energy, Inc.’s annual report on Form 10-K filed on March 16, 2004.	
 	 	
(5) 	Incorporated herein by reference to NRG Energy, Inc.’s annual report on Form 10-K filed on March 31, 2003.	
 	 	
(6) 	Incorporated herein by reference to NRG Energy’s Registration Statement on Form S-1, as amended, Registration No. 333-33397.	
 	 	
(7) 	Incorporated herein by reference to NRG Energy, Inc.’s quarterly report on Form 10-Q for the quarter ended June 30, 1999.	
 	 	
(8) 	Incorporated herein by reference to NRG Energy, Inc.’s current report on Form 8-K filed on November 19, 2003.	
 	 	
(9) 	Incorporated herein by reference to NRG Energy, Inc.’s quarterly report on Form 10-Q for the quarter ended June 30, 2004.	

EXHIBIT 3.3

CERTIFICATE OF FORMATION
OF
BERRIANS I GAS TURBINE POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Berrians I
Gas Turbine Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Kathryn J. Osteraas, NRG Energy, Inc., 901
Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Berrians I Gas Turbine Power LLC this 4th day of June, 2001.

/s/ Kathryn J. Osteraas
--------------------------------
Kathryn J. Osteraas
Authorized Person

Exhibit 3.4

AMENDMENT TO THE
LIMITED LIABILITY COMPANY AGREEMENT OF
BERRIANS I GAS TURBINE POWER LLC
A DELAWARE LIMITED LIABILITY COMPANY

THIS AMENDMENT (the "Amendment") to the Limited Liability Company 
Agreement of Berrians I Gas Turbine Power LLC, a Delaware limited liability 
company (the "Company"), dated as of November 15, 2002 (the "Effective Date"), 
is adopted, executed and agreed to by the undersigned, NRG Energy, Inc., a 
Delaware corporation and the sole member of the Company (the "Member"), and 
Carrie L. Tillman, the Independent Member of the Company (the "Independent 
Member").

WHEREAS, the Member has entered into a Limited Liability Company Agreement 
dated June 4, 2001 in respect of the Company, which provides that the unanimous 
consent of the Members and at least one Independent Member shall be required to 
take certain actions; and

WHEREAS, the Member and the Independent Member deem it to be advisable and 
in the best interests of the Company to amend the provision in the Limited 
Liability Company Agreement requiring the unanimous consent of the Members and 
the Independent Member and certain other provisions referencing such 
Independent Member.

NOW THEREFORE, in consideration of the foregoing, the Member and the 
Independent Member hereby amend the Limited Liability Company Agreement as 
follows:

(1)  Section 3.08 is hereby amended and restated in its entirety to 
read as follows:

"WITHDRAWAL. A Member may not withdraw or resign from the Company;
provided, however, that the Independent Member may resign at any time,
and such resignation shall become effective upon acceptance by the
Company."

(2)  Section 6.05 is hereby deleted in its entirety and is replaced 
by the words "Intentionally Omitted."

Except as expressly amended hereby, all of the terms and provisions of the 
Limited Liability Company Agreement are and shall remain in full force and 
effect.

IN WITNESS WHEREOF, the Member and the Independent Member hereto have 
caused this Amendment to be duly executed as of the date first above written.

NRG ENERGY, INC.

By: /s/ Richard C. Kelly
------------------------------------
Name: Richard C. Kelly
Its:  President and Chief Operating Officer

By: 
------------------------------------
Name: Carrie L. Tillman
Independent Member

IN WITNESS WHEREOF, the Member and the Independent Member hereto have 
caused this Amendment to be duly executed as of the date first above written.

NRG ENERGY, INC.

By: 
------------------------------------
Name: Richard C. Kelly
Its:  President and Chief Operating Officer

By: /s/ Carrie L. Tillman
------------------------------------
Name: Carrie L. Tillman
Independent Member

LIMITED LIABILITY COMPANY AGREEMENT
OF
BERRIANS I GAS TURBINE POWER LLC
A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF Berrians I Gas Turbine
Power LLC (this "Agreement"), dated June 4, 2001 (the "Effective Date"), is
adopted, executed and agreed to, for good and valuable consideration, by the
Members (as defined below).

RECITALS

1.       NRG Energy, Inc., a Delaware corporation ("NRG "), has agreed
to become the sole Member of the Company (as defined below).

2.       NRG now desires to enter into this Agreement with respect to
various matters relating to the Company.

ARTICLE 1
DEFINITIONS

1.01     DEFINITIONS. As used in this Agreement, the following terms
have the respective meanings set forth below or set forth in the Sections
referred to below:

ACT - the Delaware Limited Liability Company Act.

AFFECTED MEMBER - Section 9.01.

AFFILIATE - with respect to any Person, (a) each entity that
such Person Controls; (b) each Person that Controls such Person,
including, in the case of a Member, such Member's Parent; and (c) each
entity that is under common Control with such Person, including, in the
case of a Member, each entity that is Controlled by such Member's
Parent.

AGREEMENT - introductory paragraph.

ALTERNATE REPRESENTATIVE - Section 6.02(a)(i).

ASSIGNEE - any Person that acquires a Membership Interest or
any portion thereof through a Disposition; provided, however, that, an
Assignee shall have no right to be admitted to the Company as a Member
except in accordance with Section 3.03(b)(iii).

BANKRUPTCY OR BANKRUPT - with respect to any Person, that (a)
such Person (i) makes a general assignment for the benefit of
creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes
the subject of an order for relief or is declared insolvent in any
federal or state bankruptcy or insolvency proceedings; (iv) files a
petition or answer seeking for such Person a reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or
similar relief under any Law; (v) files an answer or other pleading
admitting or failing to contest the material allegations of a petition
filed against such Person in a proceeding of the type described in
subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents
to, or acquiesces in the appointment of a trustee, receiver, or
liquidator of such Person or of all or any substantial part of such
Person's properties; or (b) against such Person, a proceeding seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any Law has been commenced and 60
Days have expired without dismissal thereof or with respect to which,
without such Person's consent or acquiescence, a trustee, receiver, or
liquidator of such Person or of all or any substantial part of such
Person's properties has been appointed and 60 Days have expired without
the appointment's having been vacated or stayed, or 60 Days have
expired after the date of expiration of a stay, if the appointment has
not previously been vacated.

1

BUSINESS DAY - any day other than a Saturday, a Sunday, or a
holiday on which national banking associations in Minnesota, Louisiana,
Texas or New York are not open for business.

BUYOUT EVENT - Section 9.01.

CAPITAL ACCOUNT - the account to be maintained by the Company
for each Member in accordance with Section 4.06.

CAPITAL CONTRIBUTION - with respect to any Member, the amount
of money and the net agreed value of any property (other than money)
contributed to the Company by the Member. Any reference in this
Agreement to the Capital Contribution of a Member shall include a
Capital Contribution of its predecessors in interest.

CERTIFIED PUBLIC ACCOUNTANTS - a firm of independent public
accountants selected from time to time by the Management Committee.

CHANGE OF MEMBER CONTROL - with respect to any Member, an
event (such as a Disposition of voting securities) that causes such
Member to cease to be Controlled by such Member's Parent; provided,
however, that an event that causes any of such Member's Parents to be
Controlled by another Person shall not constitute a Change of Member
Control.

CLAIM - any and all judgments, claims, causes of action,
demands, lawsuits, suits, proceedings, Governmental investigations or
audits, losses, assessments, fines, penalties, administrative orders,
obligations, costs, expenses, liabilities and damages (whether actual,
consequential or punitive), including interest, penalties, reasonable
attorney's fees, disbursements and costs of investigations,
deficiencies, levies, duties and imposts.

CODE - the Internal Revenue Code of 1986, as amended.

COMPANY - Berrians I Gas Turbine Power LLC, a Delaware limited
liability company.

CONFIDENTIAL INFORMATION - information and data (including all
copies thereof) that is furnished or submitted by any of the Members or
their Affiliates, whether oral (and if oral, reduced to writing and
marked "confidential" within 10 days of disclosure), written, or
electronic, on a confidential basis to the other Members or their
Affiliates in connection with the Company, and any and all of the
activities and studies performed pursuant to this Agreement or any
Project Agreement, and the resulting information and data obtained from
those studies. Notwithstanding the foregoing, the term "Confidential
Information" shall not include any information that:

(a)      is in the public domain at the time of its
disclosure or thereafter (other than as a result of a
disclosure directly or indirectly by a Member or its
Affiliates in contravention of this Agreement or any Project
Agreement);

(b)      as to any Member, was in the possession of
such Member or its Affiliates prior to the execution of this
Agreement; or 

(c)      is engineering information (for example,
heat balance and capital cost information) that has been
independently acquired or developed by a Member or its
Affiliates without violating any of the obligations of such
Member or its Affiliates under this Agreement.

CONTROL - the possession, directly or indirectly of either of
the following:

(a)      (i) in the case of a corporation, more than
50% of the outstanding voting securities thereof; (ii) in the
case of a limited liability company, partnership, limited
partnership or venture, the right to more than 50% of the
distributions therefrom (including liquidating distributions);
(iii) in the case of a trust or estate, including a business
trust, more than 50% of the beneficial interest therein; and
(iv) in the case of any other entity, more than 50% of the
economic or beneficial interest therein; or

2

(b)      in the case of any entity, the power or
authority, through ownership of voting securities, by contract
or otherwise, to exercise a controlling influence over the
management of the entity.

DAY - a calendar day; provided, however, that if any period of
Days referred to in this Agreement shall end on a Day that is not a
Business Day, then the expiration of such period shall be automatically
extended until the end of the first succeeding Business Day.

DEFAULT - the failure of a Member to comply in any material
respect with any of its material agreements, covenants or obligations
under this Agreement; the failure of any representation or warranty
made by a Member in this Agreement to have been true and correct in all
material respects at the time it was made; or the failure of a Member,
without justified cause, to take any action required by the terms of
this Agreement (including participating in meetings or decisions).

DEFAULT RATE - a rate per annum equal to the lesser of (a) a
varying rate per annum equal to the sum of (i) the prime rate as
published in The Wall Street Journal, with adjustments in that varying
rate to be made on the same date as any change in that rate is so
published, plus (ii) 3% per annum, and (b) the maximum rate permitted
by Law.

DEFERRED AMOUNT - Section 9.03(c).

DELAWARE CERTIFICATE - Section 2.01.

DISPOSE, DISPOSING OR DISPOSITION - with respect to any asset
(including a Membership Interest or any portion thereof), a sale,
assignment, transfer, conveyance, gift, exchange or other disposition
(other than the pledge or assignment to any creditor of the Company or
the Member, or any collateral agent for such creditor, of any
Membership Interest as security for the indebtedness to such creditor)
of such asset, whether such disposition be voluntary, involuntary or by
operation of Law, including the following: (a) in the case of an asset
owned by a natural person, a transfer of such asset upon the death of
its owner, whether by will, intestate succession or otherwise; (b) in
the case of an asset owned by an entity, (i) a merger or consolidation
of such entity (other than where such entity is the survivor thereof),
(ii) a conversion of such entity into another type of entity, or (iii)
a distribution of such asset, including in connection with the
dissolution, liquidation, winding-up or termination of such entity
(unless, in the case of dissolution, such entity's business is
continued without the commencement of liquidation or winding-up); and
(c) a disposition in connection with, or in lieu of, a foreclosure of
an Encumbrance; but such terms shall not include the creation of an
Encumbrance.

DISPUTE- Section 10.01.

DISPUTE NOTICE - Section 10.02.

DISPUTING MEMBER - Section 10.01.

DISSOLUTION EVENT - Section 11.01 (a).

EFFECTIVE DATE - introductory paragraph.

ENCUMBER, ENCUMBERING, OR ENCUMBRANCE - the creation of a
security interest, lien, pledge, mortgage or other encumbrance, whether
such encumbrance be voluntary, involuntary or by operation of Law;
provided, however, that the pledge or assignment to any creditor of the
Company or NRG or any collateral agent for such creditor, of any
Membership Interest as security for the indebtedness to such creditor
shall not be deemed to be an Encumbrance thereof.

FAIR MARKET VALUE - Section 9.03.

GOVERNMENTAL AUTHORITY (OR GOVERNMENTAL) - a federal, state,
local or foreign governmental authority; a state, province,
commonwealth, territory or district thereof; a county or parish; a
city, town,

3

township, village or other municipality; a district, ward or other subdivision
of any of the foregoing; any executive, legislative or other governing body of
any of the foregoing; any agency, authority, board, department, system, service,
office, commission, committee, council or other administrative body of any of
the foregoing; any court or other judicial body; and any officer, official or
other representative of any of the foregoing.

INCLUDING - including, without limitation.

INDEPENDENT MEMBER - means a natural person who is not an officer,
director, agent, employee or representative of the Company, NRG, or any
Affiliate of any of the foregoing.

LAW - any applicable constitutional provision, statute, act, code
(including the Code), law, regulation, rule, ordinance, order, decree, ruling,
proclamation, resolution, judgment, decision, declaration, or interpretative or
advisory opinion or letter of a Governmental Authority having valid
jurisdiction.

LENDING MEMBER - Section 4.03(a)(ii).

LOAN DOCUMENTS - any and all documents relating to money borrowed by
NRG, including money borrowed through public or private sales of its debt
securities, as the same may be amended or restated from time to time.

MANAGEMENT COMMITTEE - Section 6.02.

MEMBER - any Person executing this Agreement as of the date of this
Agreement as a member or hereafter admitted to the Company as a member as
provided in this Agreement, but such term does not include any Person who has
ceased to be a member in the Company.

MEMBERSHIP INTEREST - with respect to any Member, (a) that Member's
status as a Member; (b) that Member's share of the income, gain, loss, deduction
and credits of, and the right to receive distributions from, the Company; (c)
all other rights, benefits and privileges enjoyed by that Member (under the Act,
this Agreement, or otherwise) in its capacity as a Member, including that
Member's rights to vote, consent and approve and otherwise to participate in the
management of the Company, including through the Management Committee; and (d)
all obligations, duties and liabilities imposed on that Member (under the Act,
this Agreement or otherwise) in its capacity as a Member, including any
obligations to make Capital Contributions.

NON-CONTRIBUTING MEMBER - Section 4.03(a).

NRG - NRG Energy, Inc., a Delaware Corporation.

OFFICER - any Person designated as an officer of the Company as
provided in Section 6.02(j), but such term does not include any Person who has
ceased to be an officer of the Company.

OUTSIDE ACTIVITIES - Section 6.05(b).

PARENT - if applicable to a Member, the company or companies set forth
opposite the name of such Member on Exhibit A.

PERMITS - all permits, licenses, approvals or other actions of
Governmental Authorities that are required for the ownership and operation of
the Project, as contemplated by this Agreement.

PERSON - the meaning assigned that term in Section 18-101(11) of the
Act and also includes a Governmental Authority and any other entity.

PURCHASE PRICE - Section 9.03.

REPRESENTATIVE - Section 6.02(a)(i).

SECURITIES ACT - the Securities Act of 1933.

4

SHARING RATIO - subject in each case to adjustments in
accordance with this Agreement or in connection with Dispositions of
Membership Interests, (a) in the case of a Member executing this
Agreement as of the date of this Agreement or a Person acquiring such
Member's Membership Interest, the percentage specified for that Member
as its Sharing Ratio on Exhibit A, and (b) in the case of Membership
Interest issued pursuant to Section 3.04, the Sharing Ratio established
pursuant thereto; provided, however, that the total of all Sharing
Ratios shall always equal 100%.

SOLE DISCRETION - a Member's sole and absolute discretion,
with or without cause, and subject to whatever limitations or
qualifications the Member may impose.

TAX MATTERS MEMBER - Section 7.03(a).

TERM - Section 2.06.

TERMINATED MEMBER - Section 9.05.

TREASURY REGULATIONS - the regulations (including temporary
regulations) promulgated by the United States Department of the
Treasury pursuant to and in respect of provisions of the Code. All
references herein to sections of the Treasury Regulations shall include
any corresponding provision or provisions of succeeding, similar or
substitute, temporary or final Treasury Regulations.

Other terms defined herein have the meanings so given them.

1.02     CONSTRUCTION. Unless the context requires otherwise: (a) the
gender (or lack of gender) of all words used in this Agreement includes the
masculine, feminine, and neuter; (b) references to Articles and Sections refer
to Articles and Sections of this Agreement; (c) references to Exhibits refer to
the Exhibits attached to this Agreement, each of which is made a part hereof for
all purposes; (d) references to Laws refer to such Laws as they may be amended
from time to time, and references to particular provisions of a Law include any
corresponding provisions of any succeeding Law; and (e) references to money
refer to legal currency of the United States of America.

ARTICLE 2
ORGANIZATION

2.01     FORMATION. The Company has been organized as a Delaware
limited liability company by the filing of a Certificate of Formation (the
"Delaware Certificate"), dated July 10, 2001 (the "Formation Date"), with the
Secretary of State of Delaware pursuant to the Act.

2.02     NAME. The name of the Company is "Berrians I Gas Turbine Power
LLC" and all Company business must be conducted in that name or such other names
that comply with Law as the Management Committee may select.

2.03     REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE IN THE
UNITED STATES; OTHER OFFICES. The registered office of the Company required by
the Act to be maintained in the State of Delaware shall be the office of the
initial registered agent named in the Delaware Certificate or such other office
(which need not be a place of business of the Company) as the Management
Committee may designate in the manner provided by Law. The registered agent of
the Company in the State of Delaware shall be the initial registered agent named
in the Delaware Certificate or such other Person or Persons as the Management
Committee may designate in the manner provided by Law. The principal office of
the Company in the United States shall be at such place as the Management
Committee may designate, which need not be in the State of Delaware, and the
Company shall maintain records there or such other place as the Management
Committee shall designate and shall keep the street address of such principal
office at the registered office of the Company in the State of Delaware. The
Company may have such other offices as the Management Committee may designate.

2.04     PURPOSES. The purpose of the Company shall be the ownership
and operation of power generation facilities, either directly or through the
ownership of one or more entities engaged in that business.

5

2.05     FOREIGN QUALIFICATION. Prior to the Company's conducting
business in any jurisdiction other than Delaware, the Management Committee shall
cause the Company to comply, to the extent procedures are available and those
matters are reasonably within the control of the Management Committee, with all
requirements necessary to qualify the Company as a foreign limited liability
company in that jurisdiction. At the request of the Management Committee, each
Member shall execute, acknowledge, swear to, and deliver all certificates and
other instruments conforming with this Agreement that are necessary or
appropriate to qualify, continue, and terminate the Company as a foreign limited
liability company in all such jurisdictions in which the Company may conduct
business.

2.06     TERM. The period of existence of the Company (the "Term ")
commenced on the Formation Date and shall end at such time as a certificate of
cancellation is filed with the Secretary of State of Delaware in accordance with
Section 11.04. Such period may be extended from time to time by Members holding
a majority of the Membership Interests.

2.07     NO STATE-LAW PARTNERSHIP. The Members intend that the Company
not be a partnership (including a limited partnership) or joint venture, and
that no Member be a partner or joint venturer of any other Member, for any
purposes other than federal and state tax purposes, and this Agreement may not
be construed to suggest otherwise. 

2.8      UNITS; CERTIFICATES OF MEMBERSHIP INTEREST; APPLICABILITY OF
ARTICLE 8 OF UCC. Membership Interests shall be represented by units ("Units").
The number of authorized Units shall be one thousand (1,000). All Membership
Interests shall be represented by certificates in such form as the Management
Committee shall from time to time approve, shall be recorded in a register
thereof maintained by the Company, and shall be subject to such rules for the
issuance thereof as the Management Committee may from time to time determine.
Membership Interests shall be subject to the provisions of Article 8 of the
Uniform Commercial Code as may be applicable in the State of New York from time
to time.

ARTICLE 3
MEMBERSHIP; DISPOSITIONS OF INTERESTS

3.01     INITIAL MEMBERS. The initial Members of the Company are the
Persons executing this Agreement as of the date of this Agreement as Members,
each of which is admitted to the Company as a Member effective contemporaneously
with the execution by such Person of this Agreement.

3.02     REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Member hereby
represents, warrants and covenants to the Company and each other Member that the
following statements are true and correct as of the Effective Date and shall be
true and correct at all times that such Member is a Member:

(a)      that Member is duly incorporated, organized or formed
(as applicable), validly existing, and (if applicable) in good standing
under the Law of the jurisdiction of its incorporation, organization or
formation; if required by applicable Law, that Member is duly qualified
and in good standing in the jurisdiction of its principal place of
business, if different from its jurisdiction of incorporation,
organization or formation; and that Member has full power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder, and all necessary actions by the board of directors,
shareholders, managers, members, partners, trustees, beneficiaries, or
other applicable Persons necessary for the due authorization,
execution, delivery, and performance of this Agreement by that Member
have been duly taken;

(b)      that Member has duly executed and delivered this
Agreement and the other documents contemplated herein, and they
constitute the legal, valid and binding obligation of that Member
enforceable against it in accordance with their terms (except as may be
limited by bankruptcy, insolvency or similar Laws of general
application and by the effect of general principles of equity,
regardless of whether considered at law or in equity); and

(c)      that Member's authorization, execution, delivery, and
performance of this Agreement does not and will not (i) conflict with,
or result in a breach, default or violation of, (A) the organizational
documents of such Member, (B) any contract or agreement to which that
Member is a party or is otherwise subject, or (C) any Law, order,
judgment, decree, writ, injunction or arbitral award to which that
Member is subject; or (ii)

6

require any consent, approval or authorization from, filing or
registration with, or notice to, any Governmental Authority or other
Person, unless such requirement has already been satisfied.

3.03     DISPOSITIONS AND ENCUMBRANCES OF MEMBERSHIP INTERESTS.

(a)      GENERAL RESTRICTION. A Member may not Dispose of or
Encumber all or any portion of its Membership Interest except in strict
accordance with this Section 3.03. (References in this Section 3.03 to
Dispositions or Encumbrances of a "Membership Interest" shall also
refer to Dispositions or Encumbrances of a portion of a Membership
Interest.) Any attempted Disposition or Encumbrance of a Membership
Interest, other than in strict accordance with this Section 3.03, shall
be, and is hereby declared, null and void ab initio. The Members agree
that a breach of the provisions of this Section 3.03 may cause
irreparable injury to the Company and to the other Members for which
monetary damages (or other remedy at law) are inadequate in view of (i)
the complexities and uncertainties in measuring the actual damages that
would be sustained by reason of the failure of a Member to comply with
such provision and (ii) the uniqueness of the Company business and the
relationship among the Members. Accordingly, the Members agree that the
provisions of this Section 3.03 may be enforced by specific
performance.

(b)      DISPOSITIONS OF MEMBERSHIP INTERESTS.

(i)      GENERAL RESTRICTION. A Member may not
Dispose of all or any portion of its Membership Interest
except by complying with all of the following requirements:

(A)      such Member must receive the
unanimous consent of the non-Disposing Members, which
consent shall not be unreasonably withheld by each of
such other Members; provided, however, that such
consent need not be obtained if (I) the proposed
Assignee is a Wholly-Owned Affiliate of the Disposing
Member and (II) such proposed Assignee demonstrates
to the reasonable satisfaction of the other Members
that it has the ability to meet the financial and
contractual commitments and other obligations of the
Disposing Member; and

(B)      such Member must comply with the
requirements of Section 3.03(b)(iii) and, if the
Assignee is to be admitted as a Member, Section
3.03(b)(ii).

(ii)     ADMISSION OF ASSIGNEE AS A MEMBER. An
Assignee has the right to be admitted to the Company as a
Member, with the Membership Interest (and attendant Sharing
Ratio) so transferred to such Assignee, only if (A) the
Disposing Member making the Disposition has granted the
Assignee either (I) the Disposing Member's entire Membership
Interest or (II) the express right to be so admitted; and (B)
such Disposition is effected in strict compliance with this
Section 3.03.

(iii)    REQUIREMENTS APPLICABLE TO ALL DISPOSITIONS
AND ADMISSIONS. In addition to the requirements set forth in
Sections 3.03(b)(i) and 3.03(b)(ii), any Disposition of a
Membership Interest and any admission of an Assignee as a
Member shall also be subject to the following requirements,
and such Disposition (and admission, if applicable) shall not
be effective unless such requirements are complied with;
provided, however, that the Management Committee, in its sole
and absolute discretion, may waive any of the following
requirements:

(A)      DISPOSITION DOCUMENTS. The
following documents must be delivered to the
Management Committee and must be satisfactory, in
form and substance, to the Management Committee:

(I)      DISPOSITION INSTRUMENT. A
copy of the instrument pursuant to which the
Disposition is effected.

(II)     RATIFICATION OF THIS
AGREEMENT. An instrument, executed by the
Disposing Member and its Assignee,
containing the following information and
agreements, to the extent they are not
contained in the instrument described in
Section 3.03(b)(iii)(A)(I): (1) the notice
address of the Assignee; (2) if applicable,

7

the Parent of the Assignee; (3) the Sharing
Ratios after the Disposition of the
Disposing Member and its Assignee (which
together must total the Sharing Ratio of the
Disposing Member before the Disposition);
(4) the Assignee's ratification of this
Agreement and agreement to be bound by it,
and its confirmation that the
representations and warranties in Section
3.02 are true and correct with respect to
it; (5) the Assignee's ratification of all
of the Project Agreements and agreement by
be bound by them, to the same extent that
the Disposing Member was bound by them prior
to the Disposition; and (6) representations
and warranties by the Disposing Member and
its Assignee (aa) that the Disposition and
admission is being made in accordance with
all applicable Laws, and (bb) that the
matters set forth in Sections
3.03(b)(iii)(A)(III) and (IV) are true and
correct.

(III)    SECURITIES LAW OPINION.
Unless the Membership Interest subject to
the Disposition is registered under the
Securities Act and any applicable state
securities Law, or the proposed Assignee is
a Wholly-Owned Affiliate as described in
3.03(b)(i)(A) above, a favorable opinion of
the Company's legal counsel, or of other
legal counsel acceptable to the Management
Committee, to the effect that the
Disposition and admission is being made
pursuant to a valid exemption from
registration under those Laws and in
accordance with those Laws.

(IV)     TAX OPINION. A favorable
opinion of the Certified Public Accountants,
or of other certified public accountants
acceptable to the Management Committee, to
the effect that the Disposition would not
result in the Company's being considered to
have terminated within the meaning of Code
Section 708.

(B)      PAYMENT OF EXPENSES. The Disposing
Member and its Assignee shall pay, or reimburse the
Company for, all reasonable costs and expenses
incurred by the Company in connection with the
Disposition and admission, including the legal fees
incurred in connection with the legal opinions
referred to in Sections 3.03(b)(iii)(A)(III) and
(IV), on or before the tenth Day after the receipt by
that Person of the Company's invoice for the amount
due.

(C)      NO RELEASE. No Disposition of a
Membership Interest shall effect a release of the
Disposing Member from any liabilities to the Company
or the other Members arising from events occurring
prior to the Disposition.

(iv)     CHANGE OF MEMBER CONTROL. A Change of Member
Control must also comply with the requirements of this Section
3.03.

(c)      ENCUMBRANCES OF MEMBERSHIP INTEREST. A Member may
Encumber its Membership Interest if the instrument creating such
Encumbrance provides that any foreclosure of such Encumbrance (or
Disposition in lieu of such foreclosure) must comply with the
requirements of Section 3.03(b).

(d)      RIGHT OF FIRST REFUSAL. Except as otherwise expressly
permitted by this Agreement, this Section 3.03(d) shall apply to any
proposed voluntary Disposition of a Membership Interest to any
purchaser (other than a majority owned Affiliate of the disposing
party) for consideration in the form of cash or promissory notes or
other obligations to pay sums certain. The Member proposing to make
such a Distribution shall provide written notice (a "Disposition
Notice") to the remaining Members at least 90 days prior to the
proposed Disposition. The Disposition Notice must set forth the
identity of the proposed transferee, the sale price, and all other
material terms and conditions of the proposed Disposition. In the Case
of a Change of member Control, the Disposition notice must set forth
the portion, if less than 100%, of the total purchase price that is
applicable to such Member's Membership Interest. Upon receipt of a
Disposition Notice, the remaining Members shall have the option for a
period of 30 days to purchase all, but not less than all, of such
Membership Interest. Such Membership Interest shall be allocated to the
Members exercising their option under this Section 3.03(d) pro rata in
accordance with their Membership Interests. The purchase pursuant to
the exercise of this option shall be at the price and pursuant to the
terms and conditions of the proposed Disposition. If no Member
exercises such option, the Member proposing such Disposition shall be
free, for a

8

period of 60 days after the expiration of the remaining Members'
options, to Dispose of the Membership Interests that were the subject
of the Disposition Notice, but only to the party, and for the price and
on the terms and conditions, set forth in the Disposition Notice. If
the proposed disposition does not occur within 60 days after the
expiration of the remaining Members' options, the Membership Interest
may not be Disposed of pursuant to this section 30.0(d) unless the
Member again complies with the terms of this Agreement.

(e)      RIGHTS IN MEMBERSHIP INTERESTS PLEDGED AS COLLATERAL.
Any other provision of this Agreement to the contrary notwithstanding,
by executing and delivering this Agreement, each Member shall be deemed
to have consented to (i) the pledge, assignment, hypothecation and
transfer to any creditor of the Company or its agents, successors or
assigns of, and the grant to such creditor or other Person of a lien on
and security interest in, as security for the indebtedness of the
Company to such creditor, all of such Member's right, title and
interest in, to and under its Membership Interest and any other
collateral securing such indebtedness, (ii) the exercise by any such
creditor or other Person of the rights and remedies under any security
document related to such collateral, including, without limitation, the
right to exercise the voting and consensual rights and other powers of
each Member to the extent provided in any such security document, and
(ii) the right to foreclose upon or exercise a power of sale with
respect to the Membership Interest of each Member and any other
collateral subject to such security documents and to cause the agent or
designee of such creditor or any third party purchaser of such
Membership Interest to become an additional or substitute Member, and
(c) all other provisions of the loan and security documents relating to
such indebtedness or collateral, the issuance of new or substituted
Membership Interests, or the ownership of Membership Interests.

3.04     CREATION OF ADDITIONAL MEMBERSHIP INTEREST. Additional
Membership Interests may be created and issued to existing Members or to other
Persons, and such other Persons may be admitted to the Company as Members, with
the unanimous consent of the existing Members, on such terms and conditions as
the existing Members may unanimously determine at the time of admission. The
terms of admission or issuance must specify the Sharing Ratios applicable
thereto and may provide for the creation of different classes or groups of
Members having different rights, powers, and duties. The Management Committee
may reflect the creation of any new class or group in an amendment to this
Agreement indicating the different rights, powers, and duties. Any such
admission is effective only after the new Member has executed and delivered to
the Members an instrument containing the notice address of the new Member, the
Assignee's ratification of this Agreement and agreement to be bound by it, and
its confirmation that the representations and warranties in Section 3.02 are
true and correct with respect to it. The provisions of this Section 3.04 shall
not apply to Dispositions of Membership Interests or admissions of Assignees in
connection therewith, such matters being governed by Section 3.03.

3.05     ACCESS TO INFORMATION. Each Member shall be entitled to
receive any information that it may request concerning the Company; provided,
however, that this Section 3.05 shall not obligate the Company or the Management
Committee to create any information that does not already exist at the time of
such request (other than to convert existing information from one medium to
another, such as providing a printout of information that is stored in a
computer database). Each Member shall also have the right, upon reasonable
notice, and at all reasonable times during usual business hours to inspect the
properties of the Company and to audit, examine and make copies of the books of
account and other records of the Company. Such right may be exercised through
any agent or employee of such Member designated in writing by it or by an
independent public accountant, engineer, attorney or other consultant so
designated. The Member making the request shall bear all costs and expenses
incurred in any inspection, examination or audit made on such Member's behalf.
Confidential Information obtained pursuant to this Section 3.05 shall be subject
to the provisions of Section 3.06.

3.06     CONFIDENTIAL INFORMATION.

(a)      Except as permitted by Section 3.06(b),

(i) each Member shall keep confidential all
Confidential Information and shall not disclose any
Confidential Information to any Person, including any of its
Affiliates, and

(ii) each Member shall use the Confidential
Information only in connection with the Company.

9

(b)      Notwithstanding Section 3.06(a), but subject to the
other provisions of this Section 3.06, a Member may make the following
disclosures and uses of Confidential Information:

(i)      disclosures to another Member in connection
with the Company;

(ii)     disclosures and uses that are approved by
the Management Committee;

(iii)    disclosures to an Affiliate of such Member
on a "need to know" basis in connection with the Company, if
such Affiliate has agreed to abide by the terms of this
Section 3.06;

(iv)     disclosures to a Person that is not a Member
or an Affiliate of a Member, if such Person has been retained
to provide services by the Member in connection with the
Company or such Member's Membership Interest and has agreed to
abide by the terms of this Section 3.06;

(v)      disclosures to lenders, potential lenders or
other Persons providing financing for the Project, potential
equity purchasers, if such Persons have agreed to abide by the
terms of this Section 3.06;

(vi)     disclosures to ISO and its consultants and
representatives;

(vii)    disclosures to Governmental Authorities that
are necessary to operate the Project consistent with the
Project Agreements;

(viii)   disclosures that a Member is legally
compelled to make by deposition, interrogatory, request for
documents, subpoena, civil investigative demand, order of a
court of competent jurisdiction, or similar process, or
otherwise by Law or securities exchange requirements;
provided, however, that, prior to any such disclosure, such
Member shall, to the extent legally permissible:

(A)      provide the Management Committee
with prompt notice of such requirements so that one
or more of the Members may seek a protective order or
other appropriate remedy or waive compliance with the
terms of this Section 3.06(b)(vii);

10

(B)      consult with the Management
Committee on the advisability of taking steps to
resist or narrow such disclosure; and

(C)      cooperate with the Management
Committee and with the other Members in any attempt
one or more of them may make to obtain a protective
order or other appropriate remedy or assurance that
confidential treatment will be afforded the
Confidential Information; and in the event such
protective order or other remedy is not obtained, or
the other Members waive compliance with the
provisions hereof, such Member agrees (I) to furnish
only that portion of the Confidential Information
that the other Members are advised by counsel to the
disclosing Member is legally required and (II) to
exercise all reasonable efforts to obtain assurance
that confidential treatment will be accorded such
Confidential Information.

(c)      Each Member shall take such precautionary measures as
may be required to ensure (and such Member shall be responsible for)
compliance with this Section 3.06 by any of its Affiliates, and its and
their directors, officers, employees and agents, and other Persons to
which it may disclose Confidential Information in accordance with this
Section 3.06.

(d)      A Terminated Member shall promptly destroy (and
provide a certificate of destruction to the Company with respect to) or
return to the Company, as directed by the Management Committee, all
Confidential Information in its possession. Notwithstanding the
immediately-preceding sentence, a Terminated Member may, subject to the
other provisions of this Section 3.06, retain and use Confidential
Information for the limited purpose of preparing such Terminated
Member's tax returns and defending audits, investigations and
proceedings relating thereto.

(e)      The Members agree that no adequate remedy at law
exists for a breach or threatened breach of any of the provisions of
this Section 3.06, the continuation of which unremedied will cause the
Company and the other Members to suffer irreparable harm. Accordingly,
the Members agree that the Company and the other Members shall be
entitled, in addition to other remedies that may be available to them,
to immediate injunctive relief from any breach of any of the provisions
of this Section 3.06 and to specific performance of their rights
hereunder, as well as to any other remedies available at law or in
equity.

(f)      The obligations of the Members under this Section
3.06 shall terminate on the third anniversary of the end of the Term.

3.07     LIABILITY TO THIRD PARTIES. No Member shall be liable for the
debts, obligations or liabilities of the Company.

3.08     WITHDRAWAL. A Member may not withdraw or resign from the
Company.

ARTICLE 4
CAPITAL CONTRIBUTIONS

4.01     INITIAL CAPITAL CONTRIBUTIONS. Contemporaneously with the
execution by such Member of this Agreement, each Member shall make the Capital
Contributions described for that Member in Exhibit A.

4.02     SUBSEQUENT CAPITAL CONTRIBUTIONS. Without creating any rights
in favor of any third party, each Member shall contribute to the Company, in
cash, on or before the date specified as hereinafter described, that Member's
Sharing Ratio of all monies that in the unanimous judgment of the Management
Committee are necessary to enable the Company to cause the assets of the Company
to be properly operated and maintained and to discharge its costs, expenses,
obligations, and liabilities, and its Sharing Ratio of Working Capital
Requirements in order to bring current Company bank accounts to an amount equal
to the Working Capital Requirements, as more particularly described in Section
5.01 below. The Management Committee shall notify each other Member of the need
for Capital Contributions pursuant to this Section 4.02 when appropriate, which
notice must include a statement in reasonable detail of the proposed uses of the
Capital Contributions and a date (which date may be no earlier than the fifth
Business Day

11

following each Member's receipt of its notice) before which the Capital
Contributions must be made. Notices for Capital Contributions must be made to
all Members in accordance with their Sharing Ratios.

4.03     FAILURE TO CONTRIBUTE. (a) If a Member does not contribute,
within 10 Days of the date required, all or any portion of a Capital
Contribution that Member is required to make as provided in this Agreement, the
other Members may cause the Company to exercise, on notice to that Member (the
"Non-Contributing Member"), one or more of the following remedies:

(i)      taking such action (including court
proceedings) as the other Members may deem appropriate to
obtain payment by the Non-Contributing Member of the portion
of the Non-Contributing Member's Capital Contribution that is
in default, together with interest thereon at the Default Rate
from the date that the Capital Contribution was due until the
date that it is made, all at the cost and expense of the
Non-Contributing Member;

(ii)     permitting the other Members in proportion
to their Sharing Ratios or in such other percentages as they
may agree (the "Lending Member," whether one or more), to
advance the portion of the Non-Contributing Member's Capital
Contribution that is in default, with the following results:

(A)      the sum advanced constitutes a loan
from the Lending Member to the Non-Contributing
Member and a Capital Contribution of that sum to the
Company by the Non-Contributing Member pursuant to
the applicable provisions of this Agreement, 

(B) the principal balance of the loan and
all accrued unpaid interest thereon is due and 
payable in whole on the tenth Day after written
demand therefor by the Lending Member to the
Non-Contributing Member,

(C)      the amount lent bears interest at
the Default Rate from the Day that the advance is
deemed made until the date that the loan, together
with all interest accrued on it, is repaid to the
Lending Member,

(D)      all distributions from the Company
that otherwise would be made to the Non-Contributing
Member (whether before or after dissolution of the
Company) instead shall be paid to the Lending Member
until the loan and all interest accrued on it have
been paid in full to the Lending Member (with
payments being applied first to accrued and unpaid
interest and then to principal),

(E)      the payment of the loan and
interest accrued on it is secured by a security
interest in the Non-Contributing Member's Membership
Interest, as more fully set forth in Section 4.03(b),
and

(F)      the Lending Member has the right,
in addition to the other rights and remedies granted
to it pursuant to this Agreement or available to it
at Law or in equity, to take any action (including
court proceedings) that the Lending Member may deem
appropriate to obtain payment by the Non-Contributing
Member of the loan and all accrued and unpaid
interest on it, at the cost and expense of the
Non-Contributing Member;

(iii)    exercising the rights of a secured party
under the Uniform Commercial Code of the State of Delaware, as
more fully set forth in Section 4.03(b); or

(iv)     exercising any other rights and remedies
available at Law or in equity.

In addition, the failure to make such contributions shall constitute a Default
by the Non-Contributing Member, and the other Members shall have the rights set
forth in Article 9 with respect to such Default.

(b)      Each Member grants to the Company, and to each
Lending Member with respect to any loans made by the Lending Member to
that Member as a Non-Contributing Member pursuant to Section
4.03(a)(ii), as security, equally and ratably, for the payment of all
Capital Contributions that Member

12

has agreed to make and the payment of all loans and interest accrued on
them made by Lending Members to that Member as a Non-Contributing
Member pursuant to Section 4.03(a)(ii), a security interest in and a
general lien on its Membership Rights and the proceeds thereof, all
under the Uniform Commercial Code of the State of Delaware. On any
default in the payment of a Capital Contribution or in the payment of
such a loan or interest accrued on it, the Company or the Lending
Member, as applicable, is entitled to all the rights and remedies of a
secured party under the Uniform Commercial Code of the State of
Delaware with respect to the security interest granted in this Section
4.03(b). Each Member shall execute and deliver to the Company and the
other Members all financing statements and other instruments that the
Lending Member may request to effectuate and carry out the preceding
provisions of this Section 4.03(b). At the option of a Lending Member,
this Agreement or a carbon, photographic, or other copy hereof may
serve as a financing statement.

4.04     LOANS. If the Company does not have sufficient cash to pay its
obligations, any Member(s) that may agree to do so with the consent of the
Management Committee may advance all or part of the needed funds to or on behalf
of the Company. An advance described in this Section 4.04 constitutes a loan
from the Member to the Company, bears interest at a rate determined by the
Management Committee from the date of the advance until the date of payment, and
is not a Capital Contribution.

4.05     RETURN OF CONTRIBUTIONS. Except as expressly provided herein,
a Member is not entitled to the return of any part of its Capital Contributions
or to be paid interest in respect of either its Capital Account or its Capital
Contributions. An unrepaid Capital Contribution is not a liability of the
Company or of any Member. A Member is not required to contribute or to lend any
cash or property to the Company to enable the Company to return any Member's
Capital Contributions.

4.06     CAPITAL ACCOUNTS. A Capital Account shall be established and
maintained for each Member. Each Member's Capital Account shall be increased by
(a) the amount of money contributed by that Member to the Company, (b) the fair
market value of property contributed by that Member to the Company (net of
liabilities secured by such contributed property that the Company is considered
to assume or take subject to under Section 752 of the Code), and (c) allocations
to that Member of Company income and gain (or items thereof), including income
and gain exempt from tax and income and gain described in Treasury Regulation
Section 1.704-1(b)(2)(iv)(g), but excluding income and gain described in
Treasury Regulation Section 1.704-1(b)(4)(i), and shall be decreased by (d) the
amount of money distributed to that Member by the Company, (e) the fair market
value of property distributed to that Member by the Company (net of liabilities
secured by such distributed property that such Member is considered to assume or
take subject to under Section 752 of the Code), (f) allocations to that Member
of expenditures of the Company described (or treated as described) in Section
705(a)(2)(B) of the Code, and (g) allocations of Company loss and deduction (or
items thereof), including loss and deduction described in Treasury Regulation
Section 1.704-1 (b)(2)(iv)(g), but excluding items described in (f) above and
loss or deduction described in Treasury Regulation Section 1.704-1 (b)(4)(i) or
1.704-1(b)(4)(iii). The Members' Capital Accounts shall also be maintained and
adjusted as permitted by the provisions of Treasury Regulation Section 1.704-1
(b)(2)(iv)(f) and as required by the other provisions of Treasury Regulation
Sections 1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect
the allocations to the Members of depreciation, depletion, amortization, and
gain or loss as computed for book purposes rather than the allocation of the
corresponding items as computed for tax purposes, as required by Treasury
Regulation Section 1.704-1(b)(2)(iv)(g). Thus, the Members' Capital Accounts
shall be increased or decreased to reflect a revaluation of the Company's
property on its books based on the fair market value of the Company's property
on the date of adjustment immediately prior to (A) the contribution of money or
other property to the Company by a new or existing Member as consideration for a
Membership Interest or an increased Sharing Ratio, (B) the distribution of money
or other property by the Company to a Member as consideration for a Membership
Interest, or (C) the liquidation of the Company. A Member that has more than one
Membership Interest shall have a single Capital Account that reflects all such
Membership Interests, regardless of the class of Membership Interests owned by
such Member and regardless of the time or manner in which such Membership
Interests were acquired. Upon the Disposition of all or a portion of a
Membership Interest, the Capital Account of the Disposing Member that is
attributable to such Membership Interest shall carry over to the Assignee in
accordance with the provisions of Treasury Regulation Section
1.704-1(b)(2)(iv)(l).

13

ARTICLE 5

DISTRIBUTIONS AND ALLOCATIONS

5.01     DISTRIBUTIONS OR BILLINGS. Distributions to the Members shall
be made only to all simultaneously in proportion to their respective Sharing
Ratios (at the time the amounts of such distributions are determined), and
distributions shall be made only in such aggregate amounts and at such times as
shall be determined by the Management Committee and as are permitted by the Loan
Documents. When so permitted, the Management Committee shall endeavor to
distribute to the Members, on or before the last day of each calendar month, or
more often if approved by the Management Committee, the estimated amount of any
cash available for such calendar month (net of any adjustments, if any, made to
reflect the actual cash available for the preceding calendar month). Any cash in
excess of the Working Capital Requirements shall be distributed to the Members.

5.02     DISTRIBUTIONS ON DISSOLUTION AND WINDING UP. Upon the
dissolution and winding up of the Company, after adjusting the Capital Accounts
for all distributions made under Section 5.01 and all allocations under Article
5, all available proceeds distributable to the Members as determined under
Section 11.02 shall be distributed to all of the Members to the extent of the
Members' positive Capital Account balances.

5.03     ALLOCATIONS.

(a)      For purposes of maintaining the Capital Accounts
pursuant to Section 4.06 and for income tax purposes, except as
provided in Section 5.03(b), each item of income, gain, loss, deduction
and credit of the Company shall be allocated to the Members in
accordance with their Sharing Ratios.

(b)      For income tax purposes, income, gain, loss, and
deduction with respect to property contributed to the Company by a
Member or revalued pursuant to Treasury Regulation Section 1.704-
1(b)(2)(iv)(f) shall be allocated among the Members in a manner that
takes into account the variation between the adjusted tax basis of such
property and its book value, as required by Section 704(c) of the Code
and Treasury Regulation Section 1.704-1(b)(4)(i), using the remedial
allocation method permitted by Treasury Regulation Section 1.704-3(d).

5.04     VARYING INTERESTS. All items of income, gain, loss, deduction
or credit shall be allocated, and all distributions shall be made, to the
Persons shown on the records of the Company to have been Members as of the last
calendar day of the period for which the allocation or distribution is to be
made. Notwithstanding the foregoing, if during any taxable year there is a
change in any Member's Sharing Ratio, the Members agree that their allocable
shares of such items for the taxable year shall be determined on any method
determined by the Management Committee to be permissible under Code Section 706
and the related Treasury Regulations to take account of the Members' varying
Sharing Ratios.

ARTICLE 6
MANAGEMENT

6.01     MANAGEMENT BY MEMBERS. Except as described below in Sections
6.03 and 6.05, the management of the Company is fully vested in the Members,
acting exclusively in their membership capacities. When the Company has only one
Member, that Member shall exercise its management prerogative by written consent
when necessary. When the Company has more than one Member, the balance of this
Section and Section 6.02 shall apply. To facilitate the orderly and efficient
management of the Company, the Members shall act (a) collectively as a
"committee of the whole" pursuant to Section 6.02 or (b) through the delegation
from time to time of certain responsibility and authority to particular Members
pursuant to Section 6.05. No Member has the right, power or authority to act for
or on behalf of the Company, to do any act that would be binding on the Company,
or to incur any expenditures on behalf of the Company, except in accordance with
the immediately preceding sentence. Decisions or actions taken in accordance
with the provisions of this Agreement shall constitute decisions or actions by
the Company and shall be binding on each Member, Representative, Officer and
employee of the Company.

6.02     MANAGEMENT COMMITTEE. The Members shall act collectively
through meetings as a "committee of the whole," which is hereby named the
"Management Committee." The Management Committee shall conduct its affairs in
accordance with the following provisions and the other provisions of this
Agreement:

14

(a)      REPRESENTATIVES.

(i)      DESIGNATION. To facilitate the orderly and efficient
conduct of Management Committee meetings, each Member shall notify the
other Members, from time to time, of the identity of two of its
officers, employees or agents who will represent it at such meetings
(each a "Representative "). In addition, each Member may (but shall
have not obligation to) notify the other Members, from time to time, of
the identity of other officers, employees or agents who will represent
it at any meeting that the Member's Representatives are unable to
attend (each an "Alternate Representative "). (The term "Representative
" shall also refer to any Alternate Representative that is actually
performing the duties of the applicable Representative.). The initial
Representatives of each Member are set forth on Exhibit A. A Member may
designate different Representatives or Alternate Representatives for
any meeting of the Management Committee by notifying each of the other
Members at least three Business Days prior to the scheduled date for
such meeting; provided, however, that if giving such advance notice is
not feasible, then such new Representatives or Alternate
Representatives shall present written evidence of their authority at
the commencement of such meeting.

(ii)     AUTHORITY. Each Representative shall have the full
authority to act on behalf of the Member that designated such
Representative; the action of a Representative at a meeting (or through
a written consent) of the Management Committee shall bind the Member
that designated such Representative; and the other Members shall be
entitled to rely upon such action without further inquiry or
investigation as to the actual authority (or lack thereof) of such
Representative. In addition, the act of an Alternate Representative
shall be deemed the act of the Representative for which such Alternate
Representative is acting, without the need to produce evidence of the
absence or unavailability of such Representative.

(iii)    DISCLAIMER OF DUTIES; INDEMNIFICATION. EACH
REPRESENTATIVE SHALL REPRESENT, AND OWE DUTIES TO, ONLY THE MEMBER THAT
DESIGNATED SUCH REPRESENTATIVE (THE NATURE AND EXTENT OF SUCH DUTIES
BEING AN INTERNAL CORPORATE AFFAIR OF SUCH MEMBER), AND NOT TO THE
COMPANY, ANY OTHER MEMBER OR REPRESENTATIVE, OR ANY OFFICER OR EMPLOYEE
OF THE COMPANY. THE PROVISIONS OF SECTION 6.05 SHALL ALSO INURE TO THE
BENEFIT OF EACH MEMBER'S REPRESENTATIVES. THE COMPANY SHALL INDEMNIFY,
PROTECT, DEFEND, RELEASE AND HOLD HARMLESS EACH REPRESENTATIVE FROM AND
AGAINST ANY CLAIMS ASSERTED BY OR ON BEHALF OF ANY PERSON (INCLUDING
ANOTHER MEMBER), OTHER THAN THE MEMBER THAT DESIGNATED SUCH
REPRESENTATIVE, THAT ARISE OUT OF, RELATE TO OR ARE OTHERWISE
ATTRIBUTABLE TO, DIRECTLY OR INDIRECTLY, SUCH REPRESENTATIVE'S SERVICE
ON THE MANAGEMENT COMMITTEE, OTHER THAN SUCH CLAIMS ARISING OUT OF THE
FRAUD OR WILLFUL MISCONDUCT OF SUCH REPRESENTATIVE.

(iv)     ATTENDANCE. Each Member shall use all reasonable
efforts to cause its Representatives or Alternate Representatives to
attend each meeting of the Management Committee, unless its
Representatives are unable to do so because of a "force majeure" event
or other event beyond his reasonable control, in which event such
Member shall use all reasonable efforts to cause its Representatives or
Alternate Representatives to participate in the meeting by telephone
pursuant to Section 6.02(h).

(b)      CHAIRMAN AND SECRETARY. One of the Representatives will be
designated as Chairman of the Management Committee, in accordance with this
Section 6.02(b), to preside over meetings of the Management Committee. The
Management Committee shall also designate a Secretary of the Management
Committee, who need not be a Representative.

(c)      PROCEDURES. The Secretary of the Management Committee shall
maintain written minutes of each of its meetings, which shall be submitted for
approval no later than the next regularly-scheduled meeting. The Management
Committee may adopt whatever rules and procedures relating to its activities as
it may deem

15

appropriate, provided that such rules and procedures shall not be inconsistent
with or violate the provisions of this Agreement.

(d)      TIME AND PLACE OF MEETINGS. The Management Committee shall
meet quarterly, subject to more or less frequent meetings upon approval of the
Management Committee. Notice of, and an agenda for, all Management Committee
meetings shall be provided by the Chairman to all Manager Members at least ten
Days prior to the date of each meeting, together with proposed minutes of the
previous Management Committee meeting (if such minutes have not been previously
ratified). Special meetings of the Management Committee may be called at such
times, and in such manner, as any Member deems necessary. Any Member calling for
any such special meeting shall notify the Chairman, who in turn shall notify all
Members of the date and agenda for such meeting at least ten Days prior to the
date of such meeting. Such ten-day period may be shortened by the Management
Committee. All meetings of the Management Committee shall be held at a location
designated by the Chairman. Attendance of a Member at a meeting of the
Management Committee shall constitute a waiver of notice of such meeting, except
where such Member attends the meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is not lawfully
called or convened.

(e)      QUORUM. The presence of one Representative designated by each
Member shall constitute a quorum for the transaction of business at any meeting
of the Management Committee.

(f)      VOTING. Except as provided otherwise in this Agreement, (i)
voting at any meeting of the Management Committee shall be according to the
Members' respective Sharing Ratios, and (ii) the affirmative vote of Members
holding a majority of the Sharing Ratios shall constitute the act of the
Management Committee.

(g)      ACTION BY WRITTEN CONSENT. Any action required or permitted to
be taken at a meeting of the Management Committee may be taken without a
meeting, without prior notice, and without a vote if a consent or consents in
writing, setting forth the action so taken, is signed by Members that could have
taken the action at a meeting of the Management Committee at which all Members
entitled to vote on the action were represented and voted.

(h)      MEETINGS BY TELEPHONE. Members may participate in and hold
such meeting by means of conference telephone, video conference or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in such a meeting shall constitute
presence in person at such meeting, except where a Member participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

(i)      SUBCOMMITTEES. The Management Committee may create such
subcommittees, delegate to such subcommittees such authority and responsibility,
and rescind any such delegations, as it may deem appropriate.

(j)      OFFICERS. The initial Officers of the Company are designated
on Exhibit A, along with their respective titles. The Management Committee may
designate one or more Persons to be Officers of the Company to replace any of
the initially designated Officers upon their resignation or removal by the
Management Committee. Any Officers so designated in accordance with either of
the forgoing two sentences shall have such titles and, subject to the other
provisions of this Agreement, have such authority and perform such duties as the
Management Committee may specifically delegate to them and shall serve at the
pleasure of the Management Committee.

6.03     DELEGATION TO PARTICULAR MEMBER. The Company's sole Member, or
the Management Committee may delegate to one or more Members such authority and
duties as the Management Committee may deem advisable. Decisions or actions
taken by any such Member in accordance with the provisions of this Agreement
shall constitute decisions or actions by the Company and shall be binding on
each Member, Representative, Officer and employee of the Company. Any delegation
pursuant to this Section 6.03 may be revoked at any time by the delegating
entity. With respect to duties discharged hereunder by a Member (a) such Member
may discharge such duties through the personnel of a Affiliate of such Member,
and (b) unless the Members otherwise agree, the Company shall compensate such
Member (or its Affiliate, as applicable) for the performance of such duties in
an amount equal to the man-hours

16

expended by the personnel of such Member (or its Affiliate) multiplied by the
applicable rate(s) shown on Exhibit B (which rates each shall escalate on the
first day of each calendar year during the term hereof by an amount which is 5%
of the rate applicable during the prior calendar year), and shall reimburse such
Member for all out of pocket costs incurred by such Member in discharging such
duties. In addition, prior to performing any such duties, the performing Member
shall provide to the other Member for approval an estimate of man-hours and
types of personnel required to perform the delegated duties and a schedule for
the performance of the delegated duties and for other costs associated
therewith, and shall promptly inform the other Member of any variance from the
budget or schedule.

6.04     AFFILIATE AGREEMENTS; CONFLICTS OF INTEREST.

(a)      Subject to Section 6.04(b) below, the Members agree
that the Company shall enter into the following agreements with the
Members' Affiliates:

(i)      the Corporate Services Agreement.

(b)      The terms of such agreements shall be subject to the
unanimous approval of the Management Committee.

(c)      Subject to any other agreement between the Members
(and their respective Affiliates, as applicable), a Member or an
Affiliate of a Member may engage in and possess interests in other
business ventures of any and every type and description, independently
or with others, including ones in competition with the Company, with no
obligation to offer to the Company, any other Member or any Affiliate
of another Member the right to participate therein. Subject to, and in
addition to, Section 6.05(a), the Company may transact business with
any Member or Affiliate thereof, provided the terms of those
transactions are approved by the Management Committee or expressly
contemplated by this Agreement. Without limiting the generality of the
foregoing, the Members recognize and agree that they and their
respective Affiliates currently engage in certain activities involving
the generation, transmission, distribution, marketing and trading of
electricity and other energy products (including futures, options,
swaps, exchanges of future positions for physical deliveries and
commodity trading), and the gathering, processing, storage and
transportation of such products, as well as other commercial activities
related to such products, and that these and other activities by
Members and their Affiliates may be made possible or more profitable by
reason of the Company's activities (herein referred to as " Outside
Activities "). The Members agree that (i) no Member or Affiliate of a
Member shall be restricted in its right to conduct, individually or
jointly with others, for its own account any Outside Activities, and
(ii) no Member or its Affiliates shall have any duty or obligation,
express or implied, to account to, or to share the results or profits
of such Outside Activities with, the Company, any other Member or any
Affiliate of any other Member, by reason of such Outside Activities.

6.05     UNANIMOUS CONSENT REQUIRED FOR CERTAIN ACTION. Any other
provision of this Agreement to the contrary notwithstanding, the unanimous
consent of the Members, and at least one Independent Member, shall be required
to:

(a)      File a bankruptcy or insolvency petition or otherwise
institute insolvency proceedings with respect to the Company, or take
any action that would result in such an event occurring with respect to
any Owner Entity.

(b)      Cause the dissolution, liquidation, consolidation,
merger or sale of substantially all of the assets of the Company or any
Owner Entity.

(c)      Cause or permit the Company to engage in any other
activity other than those set forth in Section 2.04.

(d)      Amend this Agreement in any manner that would have a
material adverse impact on any creditor of the Company.

6.06     CERTAIN ACTIONS PROHIBITED. So long as the Company has any
indebtedness outstanding, (a) the Company shall not be dissolved, liquidated,
consolidated or merged with any other entity, nor shall this Agreement be
amended in any manner that would have a material adverse impact on the holders
of such indebtedness, and (b)

17

notwithstanding the failure of the Members to continue the existence of the
Company as provided in Section 2.06 during such period, no action shall be taken
by the Company or any of the Members shall cause any collateral for such
indebtedness to be liquidated or that would adversely affect the rights of the
holders of such indebtedness or their agents to exercise their rights under any
security documents relating thereto or to retain such collateral until such
indebtedness is paid in full or otherwise completely discharged.

6.07     DISCLAIMER OF DUTIES AND LIABILITIES.

(a)      NO MEMBER SHALL OWE ANY DUTY (INCLUDING ANY FIDUCIARY
DUTY) TO THE OTHER MEMBERS OR TO THE COMPANY, OTHER THAN THE DUTIES
THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b)      NO MEMBER SHALL BE LIABLE (WHETHER IN CONTRACT, TORT
OR OTHERWISE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES).

(c)      THE OBLIGATIONS OF THE MEMBERS UNDER THIS AGREEMENT
ARE OBLIGATIONS OF THE MEMBERS ONLY, AND NO RECOURSE SHALL BE AVAILABLE
AGAINST ANY OFFICER, DIRECTOR OR AFFILIATE OF ANY MEMBER, EXCEPT AS
PERMITTED UNDER APPLICABLE LAW.

6.08     INDEMNIFICATION. Each Member shall indemnify, protect, defend,
release and hold harmless each other Member, and such other Member's
Representatives, Affiliates, and their respective directors, officers, employees
and agents from and against any Claims asserted by or on behalf of any Person
(including another Member) that arise out of, relate to or are otherwise
attributable to, directly or indirectly, a breach by the indemnifying Member of
this Agreement, or the negligence, gross negligence or willful misconduct of the
indemnifying Member in connection with the Project or this Agreement; provided,
however, that this Section 6.05 shall not apply to any Claim or other matter for
which a Member (or its Representative) has no liability or duty, or is
indemnified or released, pursuant to Section 6.02(a)(iii), 6.07 or 6.08.

ARTICLE 7
TAXES

7.01     TAX RETURNS. The Tax Matters Member shall prepare and timely
file (on behalf of the Company) all federal, state and local tax returns
required to be filed by the Company. Each Member shall furnish to the Tax
Matters Member all pertinent information in its possession relating to the
Company's operations that is necessary to enable the Company's tax returns to be
timely prepared and filed. The Company shall bear the costs of the preparation
and filing of its returns.

7.02     TAX ELECTIONS. The Company shall make the following elections
on the appropriate tax returns:

(a)      to adopt as the Company's fiscal year the calendar
year;

(b)      to adopt the accrual method of accounting;

(c)      if a distribution of the Company's property as
described in Code Section 734 occurs or upon a transfer of Membership
Interest as described in Code Section 743 occurs, on request by notice
from any Member, to elect, pursuant to Code Section 754, to adjust the
basis of the Company's properties;

(d)      to elect to amortize the organizational expenses of
the Company ratably over a period of 60 months as permitted by Section
709(b) of the Code; and

(e)      any other election the Management Committee may deem
appropriate.

Neither the Company nor any Member shall make an election for the Company to be
excluded from the application of the provisions of subchapter K of chapter 1 of
subtitle A of the Code or any similar provisions of applicable state law and no
provision of this Agreement (including Section 2.07) shall be construed to
sanction or approve such an election.

18

7.03     TAX MATTERS MEMBER.

(a)      NRG shall be the "tax matters partner" of the Company
pursuant to Section 6231 (a)(7) of the Code (the "Tax Matters Member").
At the request of each other Member, the Tax Matters Member shall take
such action as may be necessary to cause, to the extent possible, such
other Member to become a "notice partner" within the meaning of Section
6223 of the Code. The Tax Matters Member shall inform each other Member
of all significant matters that may come to its attention in its
capacity as Tax Matters Member by giving notice thereof on or before
the fifth Business Day after becoming aware thereof and, within that
time, shall forward to each other Member copies of all significant
written communications it may receive in that capacity.

(b)      The Tax Matters Member shall take no action without
the authorization of the Management Committee, other than such action
as may be required by Law. Any cost or expense incurred by the Tax
Matters Member in connection with its duties, including the preparation
for or pursuance of administrative or judicial proceedings, shall be
paid by the Company.

(c)      The Tax Matters Member shall not enter into any
extension of the period of limitations for making assessments on behalf
of the Members without first obtaining the consent of the Management
Committee. The Tax Matters Member shall not bind any Member to a
settlement agreement without obtaining the consent of such Member. Any
Member that enters into a settlement agreement with respect to any
Company item (as described in Code Section 6231 (a)(3)) shall notify
the other Members of such settlement agreement and its terms within 90
Days from the date of the settlement.

(d)      No Member shall file a request pursuant to Code
Section 6227 for an administrative adjustment of Company items for any
taxable year without first notifying the other Members. If the
Management Committee consents to the requested adjustment, the Tax
Matters Member shall file the request for the administrative adjustment
on behalf of the Members. If such consent is not obtained within 30
Days from such notice, or within the period required to timely file the
request for administrative adjustment, if shorter, any Member,
including the Tax Matters Member, may file a request for administrative
adjustment on its own behalf. Any Member intending to file a petition
under Code Sections 6226, 6228 or other Code Section with respect to
any item involving the Company shall notify the other Members of such
intention and the nature of the contemplated proceeding. In the case
where the Tax Matters Member is the Member intending to file such
petition on behalf of the Company, such notice shall be given within a
reasonable period of time to allow the other Members to participate in
the choosing of the forum in which such petition will be filed.

(e)      If any Member intends to file a notice of
inconsistent treatment under Code Section 6222(b), such Member shall
give reasonable notice under the circumstances to the other Members of
such intent and the manner in which the Member's intended treatment of
an item is (or may be) inconsistent with the treatment of that item by
the other Members.

ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

8.01     MAINTENANCE OF BOOKS.

(a)      The Management Committee shall keep or cause to be
kept at the principal office of the Company or at such other location
approved by the Management Committee complete and accurate books and
records of the Company, supporting documentation of the transactions
with respect to the conduct of the Company's business and minutes of
the proceedings of its Members and the Management Committee, and any
other books and records that are required to be maintained by
applicable Law.

(b)      The books of account of the Company shall be (i)
maintained on the basis of a fiscal year that is the calendar year,
(ii) maintained on an accrual basis in accordance with generally
accepted accounting principles, consistently applied, and (iii) audited
by the Certified Public Accountants at the end of each calendar year.

19

8.02     REPORTS.

(a)      With respect to each calendar year, the Management
Committee shall prepare and deliver to each Member:

(i)      Within 120 Days after the end of such
calendar year, a profit and loss statement and a statement of
cash flows for such year, a balance sheet and a statement of
each Member's Capital Account as of the end of such year,
together with a report thereon of the Certified Public
Accountants; and

(ii)     Such federal, state and local income tax
returns and such other accounting, tax information and
schedules as shall be necessary for the preparation by each
Member on or before July 15 following the end of each calendar
year of its income tax return with respect to such year.

(b)      Within 15 Business Days after the end of each
calendar month, the Management Committee shall cause to be prepared and
delivered to each Member, with an appropriate certificate of the Person
authorized to prepare the same (provided that the Management Committee
may change the financial statements required by this Section 8.02(b) to
a quarterly basis or may make such other change therein as it may deem
appropriate):

(i)      A profit and loss statement and a statement
of cash flows for such month (including sufficient information
to permit the Members to calculate their tax accruals), for
the portion of the calendar year then ended;

(ii)     A balance sheet and a statement of each
Member's Capital Account as of the end of such month and the
portion of the calendar year then ended; and

(iii)    A statement comparing the actual financial
status and results of the Company as of the end of or for such
month and the portion of the calendar year then ended with the
budgeted or forecasted status and results as of the end of or
for such respective periods.

(c)      The Management Committee shall also cause to be
prepared and delivered to each Member such other reports, forecasts,
studies, budgets and other information as the Management Committee may
request from time to time.

8.03     BANK ACCOUNTS. Funds of the Company shall be deposited in such
banks or other depositories as shall be designated from time to time by the
Management Committee. All withdrawals from any such depository shall be made
only as authorized by the Management Committee and shall be made only by check,
wire transfer, debit memorandum or other written instruction.

ARTICLE 9
BUYOUT OPTION

9.01     BUYOUT EVENTS. This Article 9 shall apply to any of the
following events (each a "Buyout Event"):

(a)      a Member shall dissolve or become Bankrupt; or

(b)      a Member shall commit a Default.

In each case, the Member with respect to whom a Buyout Event has occurred is
referred to herein as the "Affected Member."

9.02     PROCEDURE. If a Buyout Event occurs and is not cured within 30
Business Days of the Affected Member's receipt of notice thereof from another
Member (or such shorter period (not less than 10 Business Days) as may be
reasonable under the circumstances and set forth in such notice), then each of
the other Members shall have the option to acquire the Membership Interest of
the Affected Member (or to cause it to be acquired by a third party

20

designated by the other Members), in accordance with procedures that are
substantively equivalent to those set forth in Section 3.03(b)(iii) (and with
the Members exercising such preferential right also being referred to herein as
"Purchasing Members").

9.03     PURCHASE PRICE. The purchase price for a Membership Interest
being purchased pursuant to this Article 9 (the "Purchase Price") shall be
determined in the following manner. The Affected Member and the Purchasing
Members shall attempt to agree upon the fair market value of the applicable
Membership Interest and the terms and method of payment of such amount. If those
Members do not reach such agreement on or before the 30th Day following the
exercise of the option, any such Member, by notice to the others, may require
the determination of fair market value and the terms and method of payment to be
made by the Arbitrator pursuant to Article 10.

9.04     CLOSING. If an option to purchase is exercised in accordance
with the other provisions of this Article 9, the closing of such purchase shall
occur on the 30th Day after the determination of the Fair Market Value pursuant
to Section 9.03 (or, if later, the fifth Business Day after the receipt of all
applicable regulatory and governmental approvals to the purchase), and shall be
conducted in a manner substantively equivalent to that set forth in Section
3.03.

9.05     TERMINATED MEMBER. Upon the occurrence of a closing under
Section 9.04, the following provisions shall apply to the Affected Member (now a
"Terminated Member"):

(a)      The Terminated Member shall cease to be a Member
immediately upon the occurrence of the closing.

(b)      As the Terminated Member is no longer a Member, it
will no longer be entitled to receive any distributions (including
liquidating distributions) or allocations from the Company, and neither
it nor its Representative shall be entitled to exercise any voting or
consent rights or to receive any further information (or access to
information) from the Company.

(c)      The Terminated Member must pay to the Company all
amounts owed to it by such Member.

(d)      The Terminated Member shall remain obligated for all
liabilities it may have under this Agreement or otherwise with respect
to the Company that accrue prior to the closing.

(f)      The Sharing Ratio of the Terminated Member shall be
allocated among the purchasing Members in the proportion of the total
Purchase Price paid by each.

ARTICLE 10
DISPUTE RESOLUTION

10.01    DISPUTES. This Article 10 shall apply to any dispute arising
under or related to this Agreement (whether arising in contract, tort or
otherwise, and whether arising at law or in equity), including (a) any dispute
regarding the construction, interpretation, performance, validity or
enforceability of any provision of this Agreement or whether any Person is in
compliance with, or breach of, any provisions of this Agreement, and (b) the
applicability of this Article 10 to a particular dispute. Notwithstanding the
foregoing, this Article 10 shall not apply to any matters that, pursuant to the
provisions of this Agreement, are to be resolved by a vote of the Members
(including through the Management Committee); provided, however, that if a vote,
approval, consent, determination or other decision must, under the terms of this
Agreement, be made (or withheld) in accordance with a standard other than Sole
Discretion (such as a reasonableness standard), then the issue of whether such
standard has been satisfied may be a dispute to which this Article 10 applies.
Any dispute to which this Article 10 applies is referred to herein as a
"Dispute." With respect to a particular Dispute, each Member that is a party to
such Dispute is referred to herein as a "Disputing Member." The provisions of
this Article 10 shall be the exclusive method of resolving Disputes.

10.02    NEGOTIATION TO RESOLVE DISPUTES. If a Dispute arises, either
Disputing Member may initiate the dispute-resolution procedures of this Article
10 by delivering a notice (a "Dispute Notice") to the other Disputing Members.
Within 10 Days of delivery of a Dispute Notice, each Disputing Member shall
designate a representative, and such representatives shall promptly meet
(whether by phone or in person) in a good faith attempt to resolve the Dispute.
If such representatives can resolve the Dispute, such resolution shall be
reported in writing and shall be binding upon

21

the Disputing Members. If such representatives are unable to resolve the Dispute
within 30 Days following the delivery of the Dispute Notice (or such other
period as such representatives may agree), or if a Disputing Member fails to
appoint a representative within 10 Days of delivery following the delivery of
the Dispute Notice, then any Disputing Member may take such Dispute to
litigation.

ARTICLE 11
DISSOLUTION, WINDING-UP AND TERMINATION

11.01    DISSOLUTION. The Company shall dissolve and its affairs shall
be wound up on the first to occur of the following events (each a "Dissolution
Event"):

(a)      the unanimous consent of the Members; or

(b)      entry of a decree of judicial dissolution of the
Company under Section 18-802 of the Act.

11.02    WINDING-UP AND TERMINATION.

(a)      On the occurrence of a Dissolution Event, the
Management Committee shall select one Member to act as liquidator. The
liquidator shall proceed diligently to wind up the affairs of the
Company and make final distributions as provided herein and in the Act.
The costs of winding up shall be borne as a Company expense. Until
final distribution, the liquidator shall continue to operate the
Company properties with all of the power and authority of the Members.
The steps to be accomplished by the liquidator are as follows:

(i)      as promptly as possible after dissolution
and again after final winding up, the liquidator shall cause a
proper accounting to be made by a recognized firm of certified
public accountants of the Company's assets, liabilities, and
operations through the last calendar day of the month in which
the dissolution occurs or the final winding up is completed,
as applicable;

(ii)     the liquidator shall discharge from Company
funds all of the Indebtedness and other debts, liabilities and
obligations of the Company (including all expenses incurred in
winding up and any loans described in Section 4.03) or
otherwise make adequate provision for payment and discharge
thereof (including the establishment of a cash escrow fund for
contingent liabilities in such amount and for such term as the
liquidator may reasonably determine); and

(iii)    all remaining assets of the Company shall be
distributed to the Members as follows:

(A)      the liquidator may sell any or all
Company property, including to Members, and any
resulting gain or loss from each sale shall be
computed and allocated to the Capital Accounts of the
Members in accordance with the provisions of Article
5;

(B)      with respect to all Company
property that has not been sold, the fair market
value of that property shall be determined and the
Capital Accounts of the Members shall be adjusted to
reflect the manner in which the unrealized income,
gain, loss, and deduction inherent in property that
has not been reflected in the Capital Accounts
previously would be allocated among the Members if
there were a taxable disposition of that property for
the fair market value of that property on the date of
distribution; and

(C)      Company property (including cash)
shall be distributed among the Members in accordance
with Section 5.02; and those distributions shall be
made by the end of the taxable year of the Company
during which the liquidation of the Company occurs
(or, if later, 90 Days after the date of the
liquidation).

(b)      The distribution of cash or property to a Member in
accordance with the provisions of this Section 11.02 constitutes a
complete return to the Member of its Capital Contributions and a
complete distribution to the Member of its Membership Interest and all
the Company's property and constitutes a

22

compromise to which all Members have consented pursuant to Section
18-502(b) of the Act. To the extent that a Member returns funds to the
Company, it has no claim against any other Member for those funds.

11.03    DEFICIT CAPITAL ACCOUNTS. No Member will be required to pay to
the Company, to any other Member or to any third party any deficit balance that
may exist from time to time in the Member's Capital Account.

11.04    CERTIFICATE OF CANCELLATION. On completion of the distribution
of Company assets as provided herein, the Members (or such other Person or
Persons as the Act may require or permit) shall file a certificate of
cancellation with the Secretary of State of Delaware, cancel any other filings
made pursuant to Section 2.05, and take such other actions as may be necessary
to terminate the existence of the Company. Upon the filing of such certificate
of cancellation, the existence of the Company shall terminate (and the Term
shall end), except as may be otherwise provided by the Act or other applicable
Law.

ARTICLE 12
GENERAL PROVISIONS

12.01    OFFSET. Whenever the Company is to pay any sum to any Member,
any amounts that Member owes the Company may be deducted from that sum before
payment.

12.02    NOTICES. Except as expressly set forth to the contrary in this
Agreement, all notices, requests or consents provided for or permitted to be
given under this Agreement must be in writing and must be delivered to the
recipient in person, by courier or mail or by facsimile or other electronic
transmission. A notice, request or consent given under this Agreement is
effective on receipt by the Member to receive it; provided, however, that a
facsimile or other electronic transmission that is transmitted after the normal
business hours of the recipient shall be deemed effective on the next Business
Day. All notices, requests and consents to be sent to a Member must be sent to
or made at the addresses given for that Member on Exhibit A or in the instrument
described in Section 3.03(b)(iv)(A)(II) or 3.04, or such other address as that
Member may specify by notice to the other Members. Any notice, request or
consent to the Company must be given to all of the Members. Whenever any notice
is required to be given by Law, the Delaware Certificate or this Agreement, a
written waiver thereof, signed by the Person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

12.03    ENTIRE AGREEMENT; SUPERSEDING EFFECT. This Agreement
constitutes the entire agreement of the Members and their Affiliates relating to
the Company and the transactions contemplated hereby and supersedes all
provisions and concepts contained in all prior contracts or agreements between
the Members or any of their Affiliates with respect to the Company and the
transactions contemplated hereby, whether oral or written, except for the
Preliminary Agreement as specifically provided herein, and for liabilities
accrued under the Preliminary Agreement.

12.04    PRESS RELEASES. Each Member agrees that it shall not (and
shall cause its Affiliates not to), without the other Members' consent, issue a
press release or have any contact with or respond to the news media with any
sensitive or Confidential Information, except as required by securities or
similar laws applicable to a Member and its Affiliates. Any press release by a
Member or its Affiliates with respect to any sensitive or Confidential
Information shall be subject to review and approval by the other Party, which
approval shall not be unreasonably withheld.

12.05    EFFECT OF WAIVER OR CONSENT. Except as otherwise provided in
this Agreement, a waiver or consent, express or implied, to or of any breach or
default by any Member in the performance by that Member of its obligations with
respect to the Company is not a consent or waiver to or of any other breach or
default in the performance by that Member of the same or any other obligations
of that Member with respect to the Company. Except as otherwise provided in this
Agreement, failure on the part of a Member to complain of any act of any Member
or to declare any Member in default with respect to the Company, irrespective of
how long that failure continues, does not constitute a waiver by that Member of
its rights with respect to that default until the applicable
statute-of-limitations period has run.

12.06    AMENDMENT OR RESTATEMENT. This Agreement or the Delaware
Certificate may be amended or restated only by a written instrument executed
(or, in the case of the Delaware Certificate, approved) by all of the Members.

23

12.07    BINDING EFFECT. Subject to the restrictions on Dispositions
set forth in this Agreement, this Agreement is binding on and shall inure to the
benefit of the Members and their respective successors and permitted assigns.

12.08    GOVERNING LAW; SEVERABILITY. This Agreement is governed by
and shall be construed in accordance with the Law of the state of Delaware,
excluding any conflict-of-laws rule or principle that might refer the governance
or the construction of this agreement to the Law of another jurisdiction. In the
event of a direct conflict between the provisions of this Agreement and any
mandatory, non-waivable provision of the Act, such provision of the Act shall
control. If any provision of the Act provides that it may be varied or
superseded in a limited liability company agreement (or otherwise by agreement
of the members or managers.

NRG ENERGY, INC.

By: /s/ Craig A. Mataczynski
-------------------------------
Name: Craig A. Mataczynski
Title: Senior Vice President

24

EXHIBIT A

Member               Capital Contribution    Membership Units   Percentage Ownership
------               --------------------    ----------------   --------------------

NRG Energy, Inc.           $1,000.00              1,000                 100%

Designated Representatives to Management Committee:

Craig A. Mataczynski, Chairman
Bryan K. Riley

Initial Officers:

Craig A. Mataczynski        President
Bryan K. Riley              Vice President
Brian B. Bird               Treasurer
David T. Fisfis             Secretary
Kathryn J. Osteraas         Assistant Secretary

25

EXHIBIT 3.5

CERTIFICATE OF FORMATION
OF
BIG CAJUN II UNIT 4 LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Big Cajun
II Unit 4 LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Karin M. Wentz, NRG Energy, Inc., 901 Marquette
Avenue, Suite 2300, Minneapolis, Minnesota 55402.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Big Cajun II Unit 4 LLC this 13th day of September, 2001.

/s/ Karin M. Wentz
------------------------
Karin M. Wentz
Authorized Person

EXHIBIT 3.6

LIMITED LIABILITY COMPANY AGREEMENT
OF
BIG CAJUN II UNIT 4 LLC

This LIMITED LIABILITY COMPANY AGREEMENT ("AGREEMENT") is entered into
as of September 14, 2001.

RECITALS

A.       The undersigned is the sole member of the Company.

B.       The undersigned desires to enter into this Agreement, which is
intended to constitute a limited liability company agreement within the meaning
of the Act.

ARTICLE 1
DEFINITIONS

For purposes of this Agreement, capitalized terms used in this
Agreement have the meanings set forth below. Capitalized terms used but not
defined in this Agreement have the meanings set forth in the Act.

1.1      "ACT" means the Delaware Limited Liability Company Act
(presently 6 Delaware Code Section 18-101, et seq.), as amended from time to
time.

1.2      "AFFILIATE," with respect to any Person, means (a) any Person
directly or indirectly controlling, controlled by, or under common control with
such Person, (b) any Person owning or controlling 10% or more of the outstanding
voting securities of such other Person, (c) any officer, director, or partner of
such Person, and (d) if such other Person is an officer, director, or partner,
any company for which such Person acts in any such capacity.

1.3      "AGREEMENT" means this Limited Liability Company Agreement,
and all amendments, schedules, exhibits and modifications hereto.

1.4      "ASSIGNEE" means a transferee of an interest in the Company
who has not been admitted as a Substitute Member.

1.5      "CAPITAL ACCOUNT" means the account of a Member established
and maintained in accordance with the provisions of Section 4.1 hereof.

1.6      "CAPITAL CONTRIBUTION" means, with respect to a Member, the
total amount of cash and the agreed upon fair market value of property
contributed or agreed to be contributed by such Member to the capital of the
Company.

1.7      "CERTIFICATE OF FORMATION" means the Certificate of Formation
of the Company, as the same may be amended from time to time.

1.8      "CODE" means the Internal Revenue Code of 1986, as amended,
and any successor thereto. Any reference to specific Sections of the Code shall
be to the Section as it now exists and to any successor provision.

1.9      "COMPANY" means Big Cajun II Unit 4 LLC.

1.10     "DISTRIBUTION" means the total amount of cash and/or the fair
market value of property distributed by the Company to a Member from time to
time with respect to his, her or its interest as a Member of the Company.

1.11     "MANAGEMENT BOARD" has the meaning set forth in Section 6.2.

1.12     "OFFICER" has the meaning set forth in Section 6.2.

1.13     "MEMBER" means a member of the Company as named herein and any
additional member or Substitute Member admitted pursuant to this Agreement. An
assignee who has not been admitted as a Substitute Member is not a Member for
any purpose.

1.14     "MEMBERSHIP INTEREST" means the interest of a Member in the
Company, including a Member's entire right, title and interest in the Company,
including the Member's financial interest and all rights to voting and
management and other rights of governance of the Company as set forth herein,
which Membership Interests are represented by Units.

1.15     "PERSON" means any natural person and any corporation,
partnership, trust, association, or other legal entity.

1.16     "SUBSTITUTE MEMBER" means a transferee who has been admitted
to the Company with all of the rights of membership in the Company pursuant to
the Agreement.

1.17     "UNIT" means a unit of Membership Interest that possesses
rights to Distributions from the Company and to share in the profits and losses
of the Company, as provided herein, and with the management rights provided
herein.

ARTICLE 2
FORMATION

2.1      FORMATION OF LIMITED LIABILITY COMPANY. The Company has been
organized as a Delaware limited liability company under the Act by the filing of
the Certificate of Formation in the form and as required by the Act. The rights
and liabilities of the Members are as provided in the Act, except as otherwise
expressly provided herein or in the Certificate of Formation.

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2.2      MEMBERS. NRG South Central Generating LLC is the initial
Member of the Company, and agrees to the terms of this Agreement and to be fully
bound hereby. The address of the Member is as follows:

901 Marquette Avenue
Suite 2300
Minneapolis, Minnesota 55402

2.3      NAME. The name of the Company is Big Cajun II Unit 4 LLC. The
Company may also conduct business under one or more assumed names.

2.4      OFFICES. The Company's registered office within the State of
Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, or
such other place as the Member may from time to time determine. The Company's
principal executive office shall be located at 901 Marquette Avenue, Suite 2300,
Minneapolis, Minnesota 55402, or such other place as the Member may from time to
time determine. The Company may maintain such other offices at such other places
as the Member deems advisable.

2.5      PURPOSES. The Company is formed for general business purposes
consistent with the Act. The Company shall have all of the powers necessary or
convenient to effect any purpose for which it is formed, including all powers
granted by the Act.

2.6      TERM. The period of existence of the Company shall be
perpetual, unless earlier dissolved in accordance with law.

2.7      REGISTERED AGENT. The Company's registered agent in Delaware
is The Corporation Trust Company. The registered agent may be changed from time
to time in accordance with the Act. If the registered agent resigns, the Company
shall promptly appoint a successor.

2.8      TITLE TO PROPERTY. All property owned by the Company, whether
real or personal, tangible or intangible, is deemed to be owned by the Company
as an entity, and no Member, individually, has any ownership interest in any
such property.

2.9      WAIVER OF PARTITION. Each Member hereby waives any and all
rights such Member may have to a partition of any Company property or
properties.

2.10     INTENTION FOR COMPANY. The Member has formed the Company as a
limited liability company under the Act. The Member specifically intends that
the Company not be a general or limited partnership or any other joint or
cooperative venture. No Member or Officer shall be construed to be a partner in
the Company or a partner or other joint venturer of or with any other Member,
Officer, or Person.

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ARTICLE 3
CAPITAL CONTRIBUTIONS

3.1      INITIAL CAPITAL CONTRIBUTIONS. As its initial Capital
Contribution to the Company, the Member agrees to make $1,000.00 as its Capital
Contribution for which it will receive 1,000 Units.

3.2      ADDITIONAL CAPITAL CONTRIBUTIONS; NONASSESSABILITY. No
additional Capital Contributions are presently contemplated or will be required.
No Member will be required to make any Capital Contribution in excess of the
amount stated in Section 3.1 unless agreed by all Members.

3.3      NO RIGHT TO RETURN OF CONTRIBUTION. No Member has the right to
withdraw or to receive a return of their Capital Contributions, as reflected in
their respective Capital Accounts from time to time, except upon the dissolution
and liquidation of the Company pursuant to Article 13.

3.4      LOANS FROM MEMBERS TO COMPANY. Subject to any other
restrictions contained herein, the Company may borrow money from the Member at
such interest rate or rates and upon such other terms as are agreed upon by the
Company and the lending Member; provided that the interest rate on any such
loans may not exceed the rate that would apply to Company borrowing on similar
terms from recognized banks or financial institutions.

3.5      NO INTEREST ON CONTRIBUTIONS. No interest shall be paid to any
Member on Capital Contributions.

ARTICLE 4
ALLOCATIONS OF PROFITS
AND LOSSES; DISTRIBUTIONS

4.1      CAPITAL ACCOUNTS. The Company will maintain a separate Capital
Account for each Member. The Capital Account for each Member shall be increased
by such Member's Capital Contributions and decreased by Distributions made to
such Member. Each Member's Capital Account shall also be increased or decreased,
as the case may be, to account for allocations of profits and losses to such
Member. As of the date on which additional Capital Contributions are made by any
Member, or Distributions are made in liquidation of any Member's interest in the
Company, the Capital Account balances of the Members may be restated to reflect
the market values of the Company's properties as of such date and the manner in
which profits and losses would have been allocated had the Company disposed of
its properties on such date, all in accordance with Treasury Regulations
Sections 1.704-l(b)(2)(iv)(f) and (r), as in effect on the date hereof.
Subsequent adjustments to Capital Accounts shall be made so as to comply with
the requirements of Treasury Regulations Sections 1.704-l(b)(2)(iv) and
1.704-l(b)(4)(i), as in effect on the date hereof. For example, appreciation and
depreciation of assets reflected in the Capital Accounts of the Members by
reason of the adjustments described above shall be taken into account in making
later Capital Account adjustments for profits and losses.

4

4.2      RESTATEMENT OF CAPITAL ACCOUNTS. If any additional Capital
Contributions are made to the Company, upon agreement of Members holding
seventy-five percent (75%) of all Units, the Capital Accounts of the Members may
be restated to reflect the Members' interests in Company assets. Any such
restatement shall reflect such increases or decreases in the Capital Accounts of
the Members as would reflect the manner in which income, gains, losses, etc.,
would be allocated if there were a taxable disposition of all Company property
for its fair market value on the date of such Capital Contributions.

4.3      ALLOCATIONS OF PROFIT AND LOSSES. Profits and losses of the
Company shall be allocated pro rata among the Members in proportion to their
Units.

4.4      SECTION 704(c) ALLOCATION. To the extent required by Section
704(c) of the Code, items of income, gain, loss, or deduction with respect to
contributed properties shall be allocated among the Members in such manner as
takes into account any variations between the bases of such properties to the
Company upon contribution and the fair market values of such properties at the
time of contribution. Any allocations made solely to comply with this Section
4.4 and Section 704(c) of the Code are not to be reflected in Capital Account
adjustments.

4.5      DISCRETIONARY DISTRIBUTIONS PRIOR TO LIQUIDATION. Additional
current Distributions may be made from time to time as the Members holding a
majority of the Units determine. Distributions pursuant to this Section 4.5 are
to be made among the Members in proportion to the number of Units held by each
of them. Except as provided in Section 4.8, all Distributions to Members prior
to the liquidation, winding up, and dissolution of the Company shall be in cash.

4.6      DISTRIBUTIONS UPON DISSOLUTION AND WINDING UP. At the time of
the dissolution and winding up of the Company, following the allocation of all
net income and net losses and the payment of all Company obligations, the
remaining assets shall be distributed to the Members in accordance with Section
12.3.

4.7      NO DISTRIBUTION BY REASON OF WITHDRAWAL. Neither withdrawal
from the Company, Transfer of any interest in the Company, nor demand for the
return of capital shall entitle any owner of an interest in the Company to
receive any Distribution from the Company.

4.8      DISTRIBUTIONS IN KIND. No Member has any right to demand or
receive a Distribution from the Company in any form other than cash, nor may any
Member be compelled to accept any distribution of property in kind except under
circumstances where all Members receive undivided interests in property or
substantially equivalent interests in property on the basis of their Capital
Accounts. If there is a Distribution of property in kind, such property shall be
assumed to have been sold at its fair market value at the time of the
Distribution, and the resulting gain or loss shall be allocated among the
Members according to their Capital Accounts, and their Capital Accounts shall be
adjusted accordingly.

5

ARTICLE 5
RIGHTS AND DUTIES OF MEMBERS

5.1      MEMBER VOTING. Members shall possess voting rights in
proportion to their number of Units.

5.2      CONFLICTS OF INTEREST.

(a)      OTHER BUSINESS VENTURES. Any Member may engage in or
possess an interest in other business ventures of every nature and
description, independently or with others, whether such ventures are
competitive with the Company or otherwise; and neither the Company nor
the Members shall have any right by virtue of this Agreement in or to
such independent ventures or to the income or profits derived
therefrom, and no Member shall have the obligation to bring any
business opportunity to the Company or to any other Member.

(b)      CONTRACTS WITH MEMBERS AND AFFILIATES. A Member does
not violate a duty or obligation to the Company merely because the
Member's conduct furthers the Member's own interest. A Member (or an
Affiliate of a Member) may lend money to and transact other business
with the Company. If a Member (or an Affiliate of a Member) lends money
to or transacts business with the Company, the rights of such Member
(or an Affiliate of a Member) with respect to the loan or the
transacted business are the same as those of a Person who is not a
Member, subject to other applicable law. No transaction with the
Company shall be voidable solely because a Member has a direct or
indirect interest in the transaction if either (i) the transaction is
fair to the Company or (ii) the disinterested Members, knowing the
material facts of the transaction and the Member's interest, authorize,
approve or ratify the transaction.

ARTICLE 6
MANAGEMENT

6.1      MANAGEMENT. Except as otherwise specified herein, the
management of the Company is reserved to the Member. All decisions of the
Company shall be by the agreement of Members holding a majority of the Units
held by Members. Notwithstanding the foregoing, the Management Board and/or
Officers of the Company may make decisions related to the management of the
Company except to the extent the Members may otherwise limit such authority.

6.2      MANAGEMENT BOARD. The Company shall have a "MANAGEMENT BOARD"
of such number of members as Members holding a majority of the Units held by
Members shall determine from time to time, whose authority shall be subject to
the provisions of Section 6.1. Members holding a majority of the Units held by
Members may remove a member of the Management Board from that position. The
initial members of the Management Board shall be set forth herein at Exhibit A.
The "OFFICERS" of the Company shall consist of the members of the Management
Board and the other Officers elected or appointed pursuant to this Article 6.
All other Officers named in this Agreement or elected or appointed pursuant to
this Article 6 shall be

6

responsible to, and subject to the authority and direction of, the Management
Board in connection with matters over which the Management Board has authority.
Except as otherwise provided herein, whenever this Agreement contemplates action
by the Management Board, the Management Board may take or cause to be taken such
action in connection with the Company's business by the vote or agreement of a
majority of the members of the Management Board.

6.3      RIGHT OF PUBLIC TO RELY ON AUTHORITY OF MEMBERS; SIGNATORY
AUTHORITY. No person shall be required to determine the authority of the Members
or of a Member to make any undertaking on behalf of the Company, or to see to
the application or distribution of revenues or proceeds paid to the Members or
to a Member.

6.4      OFFICERS.

(a)      The Officers of the Company, as such, shall have
limited authority, and shall be subject to the provisions and
limitations of this Article 6.

(b)      The Management Board may elect a Chairperson of the
Board who, if elected, shall preside at all meetings of the Members and
of the Management Board and shall perform such other duties as may be
prescribed by the Management Board from time to time.

(c)      The Company shall have a Chief Executive Officer, who
shall have general active management of the business of the Company,
and in the absence of the Chairperson of the Board or if the office of
Chairperson of the Board is vacant, shall preside at meetings of the
members and Management Board, shall see that all orders and resolutions
of the Management Board are carried into effect, shall have authority
to sign and deliver in the name of the Company any deeds, mortgages,
bonds, contracts, or other instruments pertaining to the business of
the Company, except in cases in which the authority to sign and deliver
is required by law to be exercised by another person or is expressly
delegated by this Agreement, or the Management Board to some other
Officer or agent of the Company, may maintain records of and certify
proceedings of the Management Board and Members, and shall perform such
other duties as may from time to time be prescribed by the Management
Board.

(d)      The Company shall have a President, who shall be the
chief operating officer of the Company, shall have authority to
exercise the power of the Chief Executive Officer in his absence, and
in the absence of the Chairperson of the Board and the Chief Executive
Officer, or if both such offices are vacant, shall preside at meetings
of the Members and Management Board. The Company may also have one or
more Vice Presidents, who shall have authority to exercise the power of
the President in his absence.

(e)      The Company shall have a Treasurer, who, unless
provided otherwise by the Management Board, shall keep accurate
financial records for the Company, shall deposit all moneys, drafts,
and checks in the name of and to the credit of the Company in such
banks and depositories as the Management Board shall designate from
time to time, shall endorse for deposit all notes, checks, and drafts
received by the Company as ordered

7

by the Management Board, making proper vouchers therefore, shall
disburse Company funds and issue checks and drafts in the name of the
Company as ordered by the Management Board, shall render to the
President and the Management Board, whenever requested, an account of
all such Officer's transactions as Chief Financial Officer and of the
financial condition of the Company, and shall perform such other duties
as the Management Board or the President may prescribe from time to
time.

(f)      The Company shall have a Secretary, who shall have
primary responsibility to maintain records of actions of, and whenever
necessary, certify all proceedings of the Members. The Secretary shall
keep the required records of the Company, when so directed by the
person or persons authorized to call such meetings, shall give or cause
to be given notice of the meetings of the Members, and shall perform 
such other duties and have such other powers as the Members or the 
President may prescribe from time to time.

(g)      A Officer, as such, shall not be obligated to devote
his or her full time to the conduct of the Company affairs, but shall
devote only as much time as he or she deems necessary for the proper
conduct thereof, and provided further, that nothing in this Agreement
shall be deemed to restrict in any way the freedom of a Officer to
conduct any other businesses or activities whatsoever without any
accountability to the Company.

(h)      The Company may have additional Officers as provided
in Section 6.6.

6.5      INITIAL OFFICERS. The initial Officers shall be set forth
herein at Exhibit A.

6.6      ELECTION AND REMOVAL OF OFFICERS. Subject to the other
provisions of this Article 6, the Management Board may elect or appoint other
Officers or agents of the Company, with such titles, duties, and authority as
they shall designate. Subject to the other provisions of this Article 6, and to
any other limitations that the Management Board may impose, the President may
delegate authority and appoint other Officers and agents of the Company, with
such titles, duties, and authority as the President shall designate. The
President, at any time, may remove or terminate the authority of any Officer or
agent that was appointed by the President. The Management Board may at any time
remove or terminate the authority of any Officer or agent, whether elected or
appointed by the Management Board or the President.

ARTICLE 7
LIABILITY AND INDEMNIFICATION

7.1      LIABILITY OF MEMBERS. No Member shall be liable as such for
the liabilities of the Company. The failure of the Company to observe any
formalities or requirements relating to the exercise of its powers or management
of its business or affairs under this Agreement or the Act shall not be grounds
for imposing personal liability on the Members or the Officers for liabilities
of the Company.

7.2      LIABILITY OF OFFICER AND EMPLOYEES. No Officer or employee
shall be liable to the Company for any liability suffered by the Company on
account of any action or inaction

8

taken by him as a Officer or employee, if such Person acted (a) in good faith,
(b) with the care of a corporate officer of like position, and (c) in a manner
he reasonably believed to be in the best interest of the Company.

7.3      INDEMNIFICATION.

(a)      The Company shall indemnify any current or former
Officer of the Company to the full extent permitted by law against
expenses, judgments and other losses arising out of his or her status
as Management Board, provided that the Officer has met the appropriate
standard of conduct as set forth in Section 7.2, in the interpretation
of a majority in interest of the Management Board (excluding the
Officer for whom such indemnification is proposed, if such Officer
serves on the Management Board).

(b)      The Company may indemnify any current or former
employee or agent of the Company, at the discretion of the Management
Board, to the full extent permitted by law against expenses, judgments
and other losses arising out of their status as an employee, provided
that the employee has met the appropriate standard of conduct as set
forth in Section 7.2, in the interpretation of the Management Board.

7.4      EXPENSES.

(a)      The Company shall reimburse an Officer for all losses
and expenses, including legal fees, in connection with any suit or
action referred to in Section 7.3(a) above.

(b)      In the discretion of the Officer, the Company may
advance a Officer or employee funds to defend a suit or otherwise,
provided that such Person must agree to repay such amounts if it is
determined that he is not entitled to reimbursement of the funds.

7.5      NON-EXCLUSIVITY. The indemnification and advancement of
expenses shall not be exclusive of any other right available to a Officer or
employee.

ARTICLE 8
BOOKS AND RECORDS; TAX MATTERS

8.1      TAX CHARACTERIZATION. The Members intend that the Company be
treated as a "partnership" for tax purposes during all periods when there is
more than one Person that owns an interest in the Company for federal income tax
purposes, and as a disregarded entity for tax purposes during periods for which
there is but one Person that owns an interest in the Company for federal income
tax purposes.

8.2      ACCOUNTING METHOD AND FISCAL YEAR. The Company shall keep its
accounting records and shall report its income for income tax purposes on the
method of accounting that was used by the Company. The fiscal year of the
Company shall be the calendar year.

9

8.3      BOOKS AND RECORDS. The Company's books and accounting records
and all other papers, records, and documents relating to the Company's affairs
shall be kept at the Company's principal executive office or such other place as
the Members may agree. Each Member shall have the right, subject to applicable
law and reasonable standards established by the Officer, to obtain from the
Company from time to time upon reasonable demand for any purpose reasonably
related to the Member's interest as a Member of the Company:

(a)      true and full information regarding the status of the
business and financial condition of the Company;

(b)      promptly after becoming available, a copy of the
Company's federal, state, and local income tax returns for each year;

(c)      a current list of the name and last known business,
residence or mailing address of each Member and Officer of the Company;

(d)      a copy of any written limited liability company
agreement and Certificate of Formation and all amendments thereto,
together with executed copies of any written powers of attorney
pursuant to which the limited liability company agreement and any
certificate and all amendments thereto have been executed; and

(e)      true and full information regarding the amount of
cash and description and statement of the agreed value of any other
property or services contributed by each Member and which each Member
has agreed to contribute in the future, and the date on which each
became a Member

8.4      ANNUAL FINANCIAL STATEMENTS. The Management Board shall cause
to be prepared and delivered to each of the Members within 120 days after the
close of each fiscal year, annual financial statements for the Company,
including statements of assets and liabilities, income statements, and such
other statements as are commonly included in financial statements, or as may be
requested by the Members. Such financial statements need not be audited. Costs
of compiling the Company's annual financial statements will be paid by the
Company. If a majority in interest of the Members deems it advisable to have the
Company's financial statements audited or reviewed, the Management Board may
engage an independent certified public accountant to do so, and the fees
therefor will be paid by the Company.

8.5      BANK ACCOUNTS. The Management Board shall select a bank
account or accounts for the funds of the Company, and all funds of every kind
and nature received by the Company shall be deposited in such account or
accounts. The Management Board shall designate from time to time the Persons
authorized to withdraw funds from such accounts. The funds of the Company will
not be commingled with funds of any other Person.

8.6      TAX RETURNS. As soon as possible following the close of each
year of the Company for which the filing of a partnership tax return is
required, the partnership income tax return for the Company shall be prepared by
such accountant or firm as may be selected by the Management Board. In addition,
within 75 days after the end of each fiscal year, the Company 

10

will cause to be delivered to each Person who was a Member at any time during
such fiscal year a Schedule K-l and such other information, if any, with respect
to the Company as may be necessary for the preparation of such Member's federal
or state income tax (or information) returns, including a statement showing each
Member's share of income, gain, loss, and credits for such fiscal year for
federal or state income tax purposes.

8.7      TAX ELECTIONS. In the sole discretion of the Management Board,
the Company may make or not make any and all tax elections deemed appropriate,
including, in the event of a transfer of all or part of any Member's interest in
the Company, the election under Section 754 of the Code to adjust the bases of
the assets of the Company.

8.8      TAX MATTERS PARTNER. During periods for which the Company must
have a "tax matters partner" within the meaning of Section 6231(a)(7) of the
Code, <<Company>> shall act as the tax matters partner of the Company.

ARTICLE 9
TRANSFERS OF MEMBERSHIP INTERESTS

9.1      LIMITATION ON SALE OR EXCHANGE. Except as otherwise provided
in this Article 9, no Member may sell, assign, or otherwise transfer all or any
portion of his, her or its interest in the Company except as agreed by all other
Members.

9.2      REQUIREMENTS FOR ASSIGNMENT. Subject to restrictions on
transferability contained elsewhere in this Agreement or imposed by federal or
state law, a Member may assign an interest in the Company only (a) by a written
assignment that (i) is not in contravention of any of the provisions of this
Agreement; (ii) has been duly executed and acknowledged by the assignor and
assignee, subject to the reasonable approval of the Management Board; and (iii)
is to an assignee who represents that he satisfies specific suitability
standards applicable to the assigning Member as may from time to time be
established by a majority in interest of the Members; and (b) if required by the
Management Board, legal counsel for the Company has rendered its opinion, in
form and substance satisfactory to the Management Board and at the expense of
the prospective assignee or assignor, that such assignment would not cause the
termination of the Company for federal income tax purposes (unless termination
is consented to by the Management Board or the transfer is otherwise permitted
by Section 10.1) or the taxation of the Company as a corporation.

9.3      CONTINUATION OF ASSIGNOR'S STATUS. Anything herein to the
contrary notwithstanding, the Company, its Officers, and the Members are
entitled to treat an assignor of an interest in the Company as the absolute
owner thereof in all respects, and they will incur no liability for
distributions of cash made in good faith to him, her or it until such time as a
written assignment that conforms to all requirements of this Article 10 has been
received by and recorded on the books and records of the Company.

9.4      ASSIGNEE'S RIGHTS. An assignee of any Member's interest will
be entitled to receive Distributions of cash or other property from the Company
and to receive allocations of the gains, profits, and losses of the Company
attributable to such interest after the effective date

11

of the assignment. The "effective date" of an assignment shall be the later of
(a) the date set forth on the written instrument of assignment and (b) the date
upon which the requirements of this Article 9 have been satisfied. An Assignee
who has not been admitted as a Substitute Member pursuant to Section 9.5 will
have no additional rights except as required by law.

9.5      REQUIREMENTS FOR ADMISSION AS A SUBSTITUTE OR ADDITIONAL
MEMBER. AN assignee of an interest in the Company, if not already a Member, may
become a Substitute Member only with the consent of Members holding a majority
of all Units held by nontransferring Members, which consent may be granted or
withheld all in each such Member's sole discretion. No assignee of any Member's
interest who is not already a Member may become a Substitute Member with respect
to such interest without such consent.

9.6      DOCUMENTS AND EXPENSES. As a condition to admission as a
Substitute Member, an assignee of all or a part of any interest in the Company
shall execute and acknowledge such instruments, in form and substance
satisfactory to the Company, as the Company deems necessary or advisable to
effectuate such admission and to confirm the agreement of the person being
admitted as such Substitute Member to be bound by all of the terms and
provisions of this Agreement. Such assignee shall pay all reasonable expenses in
connection with such admission as a Substitute Member, including, but not
limited to, legal fees and costs of preparing and filing any amendment to the
Certificate of Formation of the Company if necessary or desirable in connection
therewith.

9.7      TRANSFERS NOT IN COMPLIANCE WITH THIS ARTICLE ARE VOID. Any
attempted transfer of an interest in the Company, or any part thereof, not in
compliance with this Article 9 is null and void ab initio.

9.8      ACQUIT COMPANY. Until such time as a written assignment that
conforms to all requirements of this Article 9 has been received by and recorded
on the books of the Company, any payment by the Company to an assigning Member
or his, her or its executors, administrators, or representatives shall acquit
the Company of liability to the extent of such payments from any other Person
who may have an interest in such payment by reason of an assignment by the
Member, such Member's death, or otherwise.

9.9      OBLIGATIONS OF SUBSTITUTE MEMBERS OR ASSIGNEES. A Person who
shall, as provided in this Article, be admitted as a Member of the Company, or
shall become an assignee of an interest in the Company or other rights or powers
of a Member to the extent assigned, shall become bound by this Agreement:

(a)      If such Person (or a representative authorized by
such Person orally, in writing or by other action such as payment for
an interest in the Company) executes the Agreement or any other writing
evidencing the intent of such Person to become a Member or Assignee; or

(b)      Without such execution, if such Person (or a
representative authorized by such Person orally, in writing or by other
action such as payment for an interest in the Company) complies with
the conditions for becoming a Member or Assignee as set forth

12

in this Agreement or any other writing and requests (orally, in writing
or by other action such as payment for a Company interest) that the
records of the Company reflect such admission or assignment; and

Such obligation shall not be unenforceable by reason of its not having been
signed by a Person being admitted as a Member or becoming an assignee as
provided in this Article, or by reason of its having been signed by a
representative as provided by the Act.

ARTICLE 10
ADDITIONAL MEMBERS

Additional Members may be admitted to the Company upon such terms and
conditions, and for such Capital Contributions as shall be approved by all
Members. If there remain no Members because of the occurrence of an event
described in Section 12.1(c) that terminated the membership of the last
remaining Member, any or all Persons that (a) acquired all or any portion of
such Member's interest in the Company and (b) request in writing to be admitted
as a Member, shall be admitted as additional Members of the Company as of a
common date no later than 90 days after the occurrence of such Dissolution
Event.

ARTICLE 11
RESIGNATION; WITHDRAWAL

A Member may not resign from, withdraw from, or assign an interest in
the Company, except as specifically permitted by this Agreement.

ARTICLE 12
DISSOLUTION; CONTINUATION

12.1     DISSOLUTION EVENTS. The Company shall continue until the
occurrence of any of the following events (each a "DISSOLUTION EVENT"):

(a)      The expiration of the Company's period of existence,
as set forth in the Certificate of Formation;

(b)      The written consent of all of the Members to dissolve
and terminate the Company;

(c)      The death, retirement, resignation, expulsion,
bankruptcy, or dissolution of a Member, or the occurrence of any other
event which terminates the continued membership of a Member; or

(d)      The decree of a court of competent jurisdiction that
dissolution and liquidation is required.

12.2     CONTINUATION AFTER DISSOLUTION. Upon the occurrence of a
Dissolution Event defined in Section 12.1(c), the Company automatically shall be
continued (a) if there are remaining Members, unless the remaining Members of
the Company elect to dissolve pursuant to

13

Section 12.1(b), or (b) if there are no remaining Members of the Company, if one
or more additional Members are admitted pursuant to Article 9 within 90 days
after such Dissolution Event.

12.3     DISSOLUTION PROCEDURE. Except as otherwise provided by the Act
and unless the Company is continued pursuant to Section 12.2, upon the
occurrence of a Dissolution Event, no further business shall be done in the name
of or on behalf of the Company except insofar as may be necessary to wind up the
business of the Company and distribute its assets to the Members or their
successors in interest, and the Company shall execute and file a certificate of
cancellation as required by the Act. Upon dissolution and termination of the
Company, except as otherwise provided in any valid business continuation
agreement and by applicable law, the Company's assets shall be applied in the
following order:

(a)      To creditors, including Members or the Officer who
are creditors, to the extent otherwise permitted by law, in
satisfaction of liabilities of the Company (whether by payment or the
making of reasonable provision for payment thereof) other than
liabilities for which reasonable provision for payment has been made;

(b)      Next, to the setting up of any reserves deemed
reasonably necessary by the Officer for (i) any contingent, conditional
or unmatured claims or obligations of the Company known to the Company;
and (ii) all claims and obligations which are known to the Company but
for which the identity of the claimant is unknown; and

(c)      Next, to the Members first in accordance with their
respective Capital Account balances, and second respecting their
interests in the Company, in the proportions in which Members share in
Distributions pursuant to Section 4.5 of this Agreement.

For purpose of determining the rights of Members to Distributions in
dissolution, in the event of a distribution of property in kind, such property
shall be assumed to have been sold at its fair market value, as determined by
the Officer, with any gain or loss allocated to the Members in accordance with
Article 4. If a Member is indebted to the Company, the Company shall, if
possible, offset such indebtedness to satisfy its obligation to make a
Distribution in dissolution to said indebted Member rather than distribute a
portion of said indebtedness to the other Members.

ARTICLE 13
AMENDMENTS

No change, modification or amendment of this Agreement shall be valid
or binding unless such change, modification or amendment is contained in a
writing signed by all Members.

14

ARTICLE 14
PROVISIONS APPLICABLE WHEN
THERE IS A SINGLE MEMBER

For all periods during which there is a single Member of the Company,
notwithstanding any contrary provision of this Agreement, such Member's actions,
for all purposes, shall be duly authorized actions by and on behalf of the
Company.

ARTICLE 15
MISCELLANEOUS

15.1     GOVERNING LAW. Notwithstanding the fact that the Company will
conduct business in states other than Delaware, and notwithstanding the fact
that the Members are residents of states other than Delaware, this Agreement and
the rights of the parties hereunder will be governed by, interpreted, and
enforced in accordance with the laws of the State of Delaware.

15.2     CERTIFICATE OF FORMATION. The Certificate of Formation is
incorporated by reference and hereby made a part of this Agreement. In the event
of any conflict between the Certificate of Formation and this Agreement, the
provisions of this Agreement shall govern to the extent not contrary to law.

15.3     BINDING EFFECT. This Agreement will be binding upon and inure
to the benefit of the Members, and their respective heirs, executors,
administrators, personal representatives, successors and assigns.

15.4     SEVERABILITY. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under the present or future laws effective
during the term of this Agreement, such provision will be fully severable, and
this Agreement will be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement, and the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance from this Agreement. Furthermore, in lieu of such illegal, invalid
or unenforceable provision, there will be added automatically as a part of this
Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.

15.5     COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which will be deemed an original, but all of which will
constitute one and the same instrument. In making proof hereof it will be
necessary to produce only one copy hereof signed by the party to be charged.

15.6     ADDITIONAL DOCUMENTS AND ACTS. Each Member agrees to execute
and deliver such additional documents and instruments and to perform such
additional acts as may be necessary or appropriate to effectuate, carry out and
perform all of the terms, provisions and conditions of this Agreement and the
transactions contemplated hereby.

15

15.7     NO THIRD PARTY BENEFICIARY. This Agreement is made solely and
specifically among and for the benefit of the parties hereto, and their
respective successors and assigns, and no other Person will have any rights,
interest or claim hereunder or be entitled to any benefits under or on account
of this Agreement, whether as a third party beneficiary or otherwise.

15.8     NOTICES. Any notice to be given or to be served by a Member
upon the Company in connection with this Agreement must be in writing and will
be deemed to have been given when delivered personally or mailed to the Company
at its registered office or its principal executive office or to the Company's
President. Notice to a Member will be deemed to have been given when (a)
delivered personally to the Member or (b) deposited in the United States mail,
postage prepaid and addressed to a Member at the address specified in Section
2.2 hereof. At any time, by giving 5 days' prior written notice to the Company,
a Member may designate another address in substitution of the foregoing address
as the address to which notice is to be given.

15.9     HEADINGS AND TITLES. Article and section headings and titles
are for descriptive purposes and convenience of reference only and shall not
control, alter or be used to interpret the meaning of this Agreement as set
forth in the text.

15.10    ENTIRE AGREEMENT. This Agreement is the final integration of
the agreement of the parties with respect to the matters covered by it and
supersedes any prior understanding or agreement, oral or written, with respect
thereto.

15.11    GENDER, ETC. Except where the context requires otherwise, the
use of terminology of any of the masculine, feminine or neuter genders shall
include all such genders, and the use of the singular number shall include the
plural and vice versa.

IN WITNESS WHEREOF, the Member has executed this Agreement as of the
date first above written.

BIG CAJUN II UNIT 4 LLC

By: NRG SOUTH CENTRAL GENERATING LLC,
ITS SOLE MEMBER

/s/ Kathryn J. Osteraas
----------------------------------------
By: Kathryn J. Osteraas
Its: Assistant Secretary

16

EXHIBIT A

MEMBER: NRG SOUTH CENTRAL GENERATING LLC

CAPITAL CONTRIBUTION
COMPANIES            NUMBER OF UNITS       % OWNERSHIP          PARENT
--------------------       ---------------       -----------     -----------------

$1,000.00                 1,000                 100%       NRG SOUTH CENTRAL
GENERATING LLC

INITIAL MANAGEMENT BOARD:

Craig A. Mataczynski
Alan D. Williams

INITIAL OFFICERS:

President               Craig A. Mataczynski
Vice President          Alan D. Williams
Treasurer               Brian B. Bird
Secretary               A. Kell McInnis
Assistant Secretary     Kathryn J. Osteraas

EXHIBIT 3.7

ARTICLES OF INCORPORATION

OF

CAPISTRANO COGENERATION COMPANY

I

The name of this corporation is Capistrano Cogeneration Company.

II

The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

III

The name and address in the State of California of this corporation's
initial agent for service of process are:

Alan M. Fenning
2222 Martin Street, Suite 155
Irvine, California 92715-1405

IV

This corporation is authorized to issue only one class of shares of
stock, which shall be designated "common" shares. The total number of shares
which this corporation is authorized to issue is ten thousand (10,000) shares.

DATED:September 29, 1986.

/s/ Douglas B. Whiting
-----------------------
Douglas B. Whiting

EXHIBIT 3.8

AMENDED AND RESTATED
BYLAWS
OF
CAPISTRANO COGENERATION COMPANY
(JUNE 30, 2002)

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of California, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or by proxy of the holders of shares of stock having a
majority of the votes which could be cast by the holders of all outstanding
shares of stock entitled to vote at the meeting shall be necessary and
sufficient to constitute a quorum. In the absence of a quorum, the stockholders
so present may, by majority vote, adjourn the meeting from time to time in the
manner provided in Section 1.4 of these bylaws until a quorum shall attend.
Shares of its own stock belonging to the corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held, directly or indirectly, by the corporation,
shall neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of the corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock

2

having a majority of the votes which could be cast by the holders of all shares
of stock entitled to vote thereon which are present in person or represented by
proxy at the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any

3

purpose germane to the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action By Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of

4

stockholders, and each director so elected shall hold office until the
expiration of the term of office of the director whom he or she has replaced or
until his or her successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of
<<State Incorp>> and at such times as the Board of Directors may from time to
time determine, and if so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
<<State Incorp>> whenever called by the President, any Vice President, the
Secretary, or by any member of the Board of Directors. Notice of a special
meeting of the Board of Directors shall be given by the person or persons
calling the meeting at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the

5

minutes of proceedings of the Board of Directors or such committee.

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with

6

or without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

7

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

8

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

9

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

10

EXHIBIT 3.9

ARTICLES OF AMENDMENT

OF

THE ARTICLES OF INCORPORATION

OF

CHICKAHOMINY RIVER ENERGY CORP.

On January 9, 1989, in a meeting of the Board of Directors of the
Corporation, the Board found that the following proposed amendment of its
Articles of Incorporation was in the best interest of the Corporation:

Paragraph 2 of the Articles of Incorporation shall be amended to read
as follows:

2.       The Corporation is organized as a general business corporation in
accordance with Virginia Law.

The amendment was approved by unanimous consent of the shareholders.

EXECUTED in the name of the Corporation by its President and Secretary
who declare under the penalties of perjury that the facts stated herein are
true.

DATED this January, day of 9, 1989.

/s/ William Carter
------------------------------------
By Mr. William Carter
President
and

/s/ Donald Dillport
------------------------------------
By Mr. Donald Dillport
Secretary

ARTICLES OF INCORPORATION

OF

CHICKAHOMINY RIVER ENERGY CORP.

The undersigned person, purusant to Chapter 9 of Title 13.1 of the Code
of Virginia, hereby executes the following articles of incorporation and sets
forth:

1.       The name of the corporation is Chickahominy River Energy Corp.

2.       The corporation is organized for the general purpose of carrying on the
business of owning, managing and controlling plants and facilities for the
independent production of electric power and the furnishing of that power at
wholesale to public utilities in Virginia. The corporation will not engage in
retail sales of power and will not engage in activities that will subject it to
regulation by the State Corporation Commission as to rates or services. Except
as limited in this paragraph, the corporation shall have the authority to engage
in any other lawful business incident to its general purpose.

3.       The corporation shall have one class of stock. It is authorized to
issue 100 shares of stock.

4.       The post office address of the initial registered office including
street and number is:

c/o Hunton & Williams
707 East Main Street
Richmond, VA 23212

- 2 -

5.       The registered office is located in the City of Richmond.

6.       The name of the initial registered agent is:

Hill B. Wellford, Jr.

who is a resident of Virginia and a member of the Virginia State Bar and whose
business office is identical with the registered office.

7.       The corporation shall have no fewer than one nor more than fifteen
directors. The initial director, who shall serve until the first annual meeting
of the stockholders, is:

Paul J. Elston
Long Lake Energy Corp.
420 Lexington Ave.
Suite 540
New York, NY 10170

/s/ John L. Sachs
-------------------------
John L. Sachs
Incorporator

May 27, 1988

EXHIBIT 3.10

AMENDED AND RESTATED
BYLAWS
OF
CHICKAHOMINY RIVER ENERGY CORP.

ARTICLE I

Shareholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Virginia, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Chickahominy River Energy Corp. Amended and Restated Bylaws               Page 2

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or by proxy of the holders of shares of stock having a
majority of the votes which could be cast by the holders of all outstanding
shares of stock entitled to vote at the meeting shall be necessary and
sufficient to constitute a quorum. In the absence of a quorum, the stockholders
so present may, by majority vote, adjourn the meeting from time to time in the
manner provided in Section 1.4 of these bylaws until a quorum shall attend.
Shares of its own stock belonging to the corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held, directly or indirectly, by the corporation,
shall neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of the corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock entitled to vote thereon which are
present in person or represented by proxy at the meeting.

Chickahominy River Energy Corp. Amended and Restated Bylaws               Page 3

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder

Chickahominy River Energy Corp. Amended and Restated Bylaws               Page 4

who is present. Upon the willful neglect or refusal of the directors to produce
such a list at any meeting for the election of directors, they shall be
ineligible for election to any office at such meeting. The stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list of stockholders or the books of the corporation, or to vote in
person or by proxy at any meeting of stockholders.

Section 1.10. Action By Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the term of office of the director whom he or she
has replaced or until his or her successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Virginia and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Chickahominy River Energy Corp. Amended and Restated Bylaws              Page 5

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Virginia whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the

Chickahominy River Energy Corp. Amended and Restated Bylaws               Page 6

absence or disqualification of a member of the committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he, she or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in place of any such absent or
disqualified member. Any such committee, to the extent permitted by law and to
the extent provided in the resolution of the Board of Directors, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation (if any) to be affixed to all papers which may require
it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

Chickahominy River Energy Corp. Amended and Restated Bylaws               Page 7

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Chickahominy River Energy Corp. Amended and Restated Bylaws               Page 8

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or non-profit entity shall be reduced by any amount such
person may collect as indemnification from such other corporation, partnership,
joint venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Chickahominy River Energy Corp. Amended and Restated Bylaws               Page 9

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (2) the material
facts as to his, her or their relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders or (3) the contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee thereof, or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction. Nothing in this Section 7.4 shall be construed to imply that any
contract or transaction between the corporation and Xcel Energy ("Xcel"), or
between the corporation and any other corporation that is a direct or indirect
wholly-owned subsidiary of Xcel, shall be void or voidable, whether or not such
contract or transaction complies with the requirements of clauses (1), (2) or
(3) of the immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Chickahominy River Energy Corp. Amended and Restated Bylaws              Page 10

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.11

ARTICLES OF INCORPORATION

OF

EASTERN SIERRA ENERGY COMPANY

I

The name of the corporation is Eastern Sierra Energy Company.

II

The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than a banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

III

The name and address in the State of California of the corporation's
initial agent for service of process are:

Alan M. Fenning
18872 MacArthur Boulevard, Suite 400
Irvine, California 92715

IV

This corporation is authorized to issue only one class of shares, which
shall be designated "common" shares. The total authorized number of such shares
authorized to be issued is ten thousand (10,000) shares.

Dated: March 24, 1988.

/s/ Douglas B. Whiting 
---------------------------
Douglas B. Whiting 

EXHIBIT 3.12

BYLAWS                                     
OF                                    
EASTERN SIERRA ENERGY COMPANY

ADOPTED APRIL 16, 2001

EASTERN SIERRA ENERGY COMPANY

INDEX

ARTICLE I -- OFFICES

Section 1.1     Principal Executive Office .....................................     1
Section 1.2     Other Offices ..................................................     1

ARTICLE II -- SHAREHOLDERS
Section 2.1     Meeting Locations ..............................................     1
Section 2.2     Annual Meetings ................................................     1
Section 2.3     Special Meetings ...............................................     1
Section 2.4     Notice of Annual or Special Meeting ............................     2
Section 2.5     Quorum; Adjournment ............................................     2
Section 2.6     Adjourned Meeting and Notice Thereof ...........................     3
Section 2.7     Voting .........................................................     3
Section 2.8     Record Date ....................................................     4
Section 2.9     Consent of Absentees; Waiver of Notice .........................     4
Section 2.10    Action Without Meeting .........................................     4
Section 2.11    Proxies ........................................................     4

ARTICLE III -- DIRECTORS
Section 3.1     Powers .........................................................     5
Section 3.2     Number of Directors ............................................     5
Section 3.3     Election and Term of Office ....................................     6
Section 3 4     Vacancies ......................................................     6
Section 3.5     Place of Meeting ...............................................     6
Section 3.6     Organization Meeting ...........................................     6
Section 3.7     Special Meetings ...............................................     7
Section 3.8     Quorum .........................................................     7
Section 3.9     Participation in Meetings by Conference Telephone ..............     7
Section 3.10    Waiver of Notice ...............................................     8
Section 3.11    Adjournment ....................................................     8
Section 3.12    Fees and Compensation ..........................................     8
Section 3.13    Action Without Meeting .........................................     8

ARTICLE IV -- OFFICERS
Section 4.1     Officers .......................................................     8
Section 4.2     Election .......................................................     8
Section 4.3     Eligibility of Chairman of the Board or President ..............     9
Section 4.4     Removal

and Resignation ........................................     9
Section 4.5     Appointment of Other Officers ..................................     9
Section 4.6     Vacancies ......................................................     9
Section 4.7     Salaries .......................................................     9
Section 4.8     Chairman of the Board ..........................................     9
Section 4.9     President ......................................................    10
Section 4.10    Vice President .................................................    10

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Section 4.12   General Manager .................................................      10
Section 4.13   General Counsel .................................................      10
Section 4.14   Assistant General Counsel .......................................      10
Section 4.15   Controller ......................................................      11
Section 4.16   Secretary .......................................................      11
Section 4.17   Assistant Secretary .............................................      11
Section 4.18   Secretary Pro Tempore ...........................................      11
Section 4.19   Treasurer .......................................................      11
Section 4.20   Assistant Treasurer .............................................      12
Section 4.21   Performance of Duties ...........................................      12

ARTICLE V -- OTHER PROVISIONS
Section 5.1    Inspection of Bylaws ............................................      12
Section 5.2    Contracts and Other Instruments, Loans, Notes and
Deposit of Funds ................................................      12
Section 5.3    Representation of Shares of Other Corporations ..................      13
Section 5.4    Annual Report to Shareholders ...................................      13
Section 5.5    Fiscal Year and Subdivisions ....................................      13
Section 5.6    Construction and Definitions ....................................      13

ARTICLE VI -- INDEMNIFICATION
Section 6.1    Indemnification of Directors and Officers .......................      13
Section 6.2    Indemnification of Employees and Agents .........................      14
Section 6.3    Right of Directors and Officers to Bring Suit ...................      15
Section 6.4    Successful Defense ..............................................      15
Section 6 5    Nonexclusivity of Rights ........................................      15
Section 6.6    Insurance .......................................................      15
Section 6.7    Expenses as a Witness ...........................................      15
Section 6 8    Indemnity Agreements ............................................      16
Section 6.9    Severability ....................................................      16
Section 6.10   Effect of Repeal or Modification ................................      16

ARTICLE VII -- AMENDMENTS
Section 7.1    Amendments ......................................................      16

ii

BYLAWS

Bylaws for the regulation, except
as otherwise provided by statute
or its Articles of Incorporation
of
EASTERN SIERRA ENERGY COMPANY

ARTICLE I -- OFFICES

Section 1.1 Principal Executive Office.

The principal executive office of the corporation is hereby
fixed and located at 18101 Von Karman Avenue, Suite 1700, in the City of Irvine,
County of Orange, State of California. The Board of Directors ("the Board") is
hereby granted full power and authority to change the principal executive office
from one location to another.

Section 1.2 Other Offices.

Branches or subordinate offices may be established at any time
by the Board of Directors or the President at any place within or without the
State of California.

ARTICLE II -- SHAREHOLDERS

Section 2.1 Meeting Locations.

All meetings of shareholders shall be held at the principal
executive office, or at such other office or places within or without the State
of California as may be designated by either the Board or by the person or
persons giving notice of the meeting pursuant to Section 2.4.

Section 2.2 Annual Meetings.

The annual meeting of shareholders shall be held on the 2nd
Thursday in the month of May of each year, at the hour of 8:30 a.m. on said day,
or at such other time on such other day as shall be fixed by the Board, to elect
directors to hold office for the year next ensuing and until their successors
shall be elected, and to consider and act upon such other matters as may
lawfully be presented to such meeting; provided, however, that should said day
fall upon a legal holiday observed by this corporation, then any such annual
meeting of shareholders shall be held at the same time and place on the next day
thereafter ensuing which is a full business day.

Section 2.3 Special Meetings.

Special meetings of the shareholders may be called at any time
by the Board, the Chairman of the Board, if any, the President, the Executive
Vice President, if any, the Senior Vice President, if any, or the holders of
shares entitled to cast not less than ten percent

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of the votes at such meeting. Upon request to the Chairman of the Board, if any,
the President, the Executive Vice President, the Senior Vice President, the
Secretary or Assistant Secretary by any person entitled to call a special
meeting of shareholders, the officer forthwith shall cause notice to be given to
the shareholders entitled to vote that a meeting will be held at a time
requested by the person or persons calling the meeting, not less than
thirty-five nor more than sixty days after the receipt of the request. If the
notice is not given within twenty days after receipt of the request, the persons
entitled to call the meeting may give the notice.

Section 2.4 Notice of Annual or Special Meeting.

Written notice of each annual or special meeting of
shareholders shall be given not less than ten nor more than sixty days before
the date of the meeting to each shareholder entitled to vote thereat. Such
notice shall state the place, date and hour of the meeting and (i) in the case
of a special meeting, the general nature of the business to be transacted, and
no other business may be transacted, or (ii) in the case of the annual meeting,
those matters which the Board, at the time of the mailing of the notice, intends
to present for action by the shareholders, but subject to the provisions of
applicable law, any proper matter may be presented at the meeting for such
action. The notice of any meeting at which directors are to be elected shall
include the name of nominees intended at the time of the notice to be presented
by the Board for election.

Notice of a shareholders' meeting or any report to the
shareholders shall be given either personally to the recipient or to a person in
the office of the recipient or by first-class United States mail, by private
mail or messenger service, by telephone facsimile transmission, or by any other
means of written communication, addressed to the shareholder at the address of
such shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice; or if no such address
appears or is given, at the place where the principal executive office of the
corporation is located or by publication at least once in a newspaper of general
circulation in the county in which the principal executive office is located.
Such notice or report shall be deemed to have been given at the time when
delivered personally, deposited in the United States mail or sent by private
mail or messenger service, by telephone facsimile transmission or sent by any
other means of written or electronic communication.

Section 2.5 Quorum; Adjournment.

(a)      A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting of
the shareholders.

(b)      Except as provided in subsection (c) below, the
affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute at least a majority of the required quorum) shall be the act of
the shareholders, unless the vote of a greater number or voting by classes is
required by the Articles.

(c)      The shareholders present at a duly called or held
meeting at which a quorum is present may continue to transact business until
adjournment notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.

2

(d)      In the absence of a quorum, any meeting of
shareholders may be adjourned from time to time by the vote of a majority of the
shares represented either in person or by proxy, but no other business may be
transacted, except as provided in subsection (c) above.

Section 2.6 Adjourned Meeting and Notice Thereof.

Any shareholders' meeting, whether or not a quorum is present,
may be adjourned from time to time by the vote of a majority of the shares, the
holders of which are either present in person or represented by proxy thereat,
but in the absence of a quorum (except as permitted by applicable law in the
case of withdrawals by shareholders to reduce the number remaining to less than
a quorum) no other business may be transacted at such meeting.

With exceptions under Section 601 (d) of the California
Corporations Code and any other applicable law, it shall not be necessary to
give any notice of the time and place of the adjourned meeting or of the
business to be transacted thereat, other than by announcement at the meeting at
which such adjournment is taken. At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.

Section 2.7 Voting.

The shareholders entitled to notice of any meeting or to vote
at any such meeting shall be only persons in whose name shares stand on the
stock records of the corporation on the record date determined in accordance
with Section 2.8.

Voting shall in all cases be subject to the provisions of
Chapter 7 of the California General Corporation Law, including the following
provisions:

(a)      Shares standing in the name of another corporation,
domestic or foreign, may be voted by an officer, agent, or proxyholder as the
bylaws of the other corporation may prescribe or, in the absence of such
provision, as the Board of the other corporation may determine or, in the
absence of that determination, by the chairman of the board, president or any
vice president of the other corporation, or by any other person authorized to do
so by the chairman of the board, president, or any vice president of the other
corporation. Shares which are purported to be voted or any proxy purported to be
executed in the name of a corporation (whether or not any title of the person
signing is indicated) shall be presumed to be voted or the proxy executed in
accordance with the provisions of the California General Corporation Law, unless
the contrary is shown.

(b)      Shares of this corporation owned by its subsidiary
shall not be entitled to vote on any matter.

(c)      Shares of this corporation held by this corporation
in a fiduciary capacity, and shares of this corporation held in a fiduciary
capacity by its subsidiary, shall not be entitled to vote on any matter, except
as follows: (i) to the extent that the settlor or beneficial owner possesses and
exercises a right to vote or to give this corporation binding instructions as to
how to vote such shares; or (ii) where there are one or more co-trustees who are
not affected

3

by the prohibition of this subsection, in which case the shares may be voted by
the co-trustees as if it or they are the sole trustees.

Section 2.8. Record Date.

The Board may fix, in advance, a record date for the
determination of the shareholders entitled to notice of any meeting or to vote
or entitled to receive payment of any dividend or other distribution, or any
allotment of any rights or entitled to exercise any rights, in respect of any
other lawful action. The record date so fixed shall be not more than sixty days
nor less than ten days prior to the date of the meeting nor more than sixty days
prior to any other action. When a record date is so fixed, only shareholders of
record at the close of business on that date are entitled to notice of and to
vote at the meeting or to receive the dividend, distribution, or allotment of
rights, or to exercise the rights, as the case may be, notwithstanding any
transfer of shares on the books of the corporation after the record date, except
as otherwise provided by law or these Bylaws.

Section 2.9 Consent of Absentees; Waiver of Notice.

The transactions of any meeting of shareholders, however
called and noticed, and wherever held, are as valid as though had at a meeting
duly held after regular call and notice, if a quorum is present either in person
or by proxy, and if, either before or after the meeting, each of the persons
entitled to vote, not present in person or by proxy, signs a written waiver of
notice or a consent to the holding of the meeting or an approval of the minutes
thereof. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. Attendance of a
person at a meeting shall constitute a waiver of notice of and presence at such
meeting, except when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of any right to
object to the consideration of matters required by this division to be included
in the notice but not so included, if such objection is expressly made at the
meeting. Neither the business to be transacted at nor the purpose of any regular
or special meeting of shareholders need be specified in any written waiver of
notice, consent to the holding of the meeting or approval of the minutes
thereof, unless otherwise provided in the Articles or Bylaws, except as provided
in the California General Corporation Law.

Section 2.10 Action Without Meeting.

Subject to Section 603 of the California General Corporation
Law, any action which, under any provision of the California General Corporation
Law, may be taken at any annual or special meeting of shareholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.

Section 2.11 Proxies.

Every person entitled to vote shares has the right to do so
either in person or by one or more persons authorized by a written proxy
executed by such shareholder and filed with

4

the Secretary. No proxy shall be valid after the expiration of eleven (11)
months from the date thereof, unless otherwise provided in the proxy.

ARTICLE III -- DIRECTORS

Section 3.1 Powers.

Subject to any limitations of the Articles, of these Bylaws
and of the California General Corporation Law relating to action required to be
approved by the shareholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board. The Board may delegate the
management of the day-to-day operation of the business of the corporation
provided that the business and affairs of the corporation shall be managed and
all corporate powers shall be exercised under the ultimate direction of the
Board. Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the Board shall have the
following powers in addition to the other powers enumerated in these Bylaws:

(a)      To select and remove all the other officers, agents
and employees of the corporation, prescribe the powers and duties for them as
may not be inconsistent with law, with the Articles or these Bylaws, fix their
compensation and require from them security for faithful service.

(b)      To conduct, manage and control the affairs and
business of the corporation and to make such rules and regulations therefor not
inconsistent with law, or with the Articles or these Bylaws, as they may deem
best.

(c)      To adopt, make and use a corporate seal, and to
prescribe the forms of certificates of stock, and to alter the form of such seal
and of such certificates from time to time as in their judgment they deem best.

(d)      To authorize the issuance of shares of stock of the
corporation from time to time, upon such terms and for such consideration as may
be lawful.

(e)      To borrow money and incur indebtedness for the
purposes of the corporation, and to cause to be executed and delivered therefor,
in the corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations or other evidences of debt and securities
therefor.

Section 3.2 Number of Directors.

The authorized number of directors shall not be less than
three (3) nor more than five (5) until changed by amendment of the Articles or
by a Bylaw duly adopted by the shareholders. The exact number of directors shall
be fixed, within the limits specified, by the Board or the shareholders in the
same manner provided in these Bylaws for the amendment thereof. The exact number
of authorized directors shall be five (5) until changed as provided in these
Bylaws.

5

Section 3.3 Election and Term of Office.

The directors shall be elected at each annual meeting of the
shareholders, but if any such annual meeting is not held or the directors are
not elected thereat, the directors may be elected at any special meeting of
shareholders held for that purpose. Each director shall hold office until the
next annual meeting and until a successor has been elected and qualified.

Section 3.4 Vacancies.

Any director may resign effective upon giving written notice
to the Chairman of the Board, if any, the President, the Secretary, or the
Board, unless the notice specifies a later time for the effectiveness of such
resignation. If the resignation is effective at a future time, a successor may
be elected to take office when the resignation becomes effective.

Vacancies in the Board, except those existing as a result of a
removal of a director, may be filled by a majority of the remaining directors,
whether or not less than a quorum, or by a sole remaining director, and each
director so elected shall hold office until the next annual meeting and until
such director's successor has been elected and qualified. Vacancies existing as
a result of a removal of a director may be filled by the shareholders as
provided by law.

A vacancy or vacancies in the Board shall be deemed to exist
in case of the death, resignation or removal of any director, or if the
authorized number of directors be increased, or if the shareholders fail, at any
annual or special meeting of shareholders at which any director or directors are
elected, to elect the full authorized number of directors to be voted for at
that meeting.

The shareholders may elect a director or directors at any time
to fill any vacancy not filled by the directors. Any such election by written
consent other than to fill a vacancy created by removal requires the consent of
a majority of the outstanding shares entitled to vote. If the Board accepts the
resignation of a director tendered to take effect at a future time, the Board or
the shareholders shall have power to elect a successor to take office when the
resignation is to become effective.

No reduction of the authorized number of directors shall have
the effect of removing any director prior to the expiration of the director's
term of office.

Section 3.5 Place of Meeting.

Regular or special meetings of the Board shall be held at any
place within or without the State of California which has been designated from
time to time by the Board or as provided in these Bylaws. In the absence of such
designation, regular meetings shall be held at the principal executive office.

Section 3.6 Organization Meeting.

Promptly following each annual meeting of shareholders the
Board shall hold a regular meeting for the purpose of organization, election of
officers and the transaction of other business.

6

Section 3.7 Special Meetings.

Special meetings other than organization meetings of the Board
for any purpose or purposes may be called at any time by the Chairman of the
Board, if any, the President, any Executive Vice President, Senior Vice
President, the Secretary, an Assistant Secretary or by any two directors.

Such meetings of the Board shall be held upon four days'
written notice by mail or forty-eight hours' notice given personally or by
telephone, telephone facsimile transmission, telegraph, telex or other similar
means of communication. Any such notice shall be addressed or delivered to each
director at such director's address as it is shown upon the records of the
corporation or as may have been given to the corporation by the director for
purposes of notice or, if such address is not shown on such records or is not
readily ascertainable, at the place in which the meetings of the directors are
regularly held. The notice need not specify the purpose of such meeting.

Notice by first-class mail shall be deemed to have been given
at the time a written notice is deposited in the United States mail, postage
prepaid or sent by private mail or messenger service. Any other written notice
shall be deemed to have been given at the time it is personally delivered to the
recipient, to a person in the office of the recipient who the person giving the
notice has reason to believe will promptly communicate it to the recipient,
delivered to a common carrier for transmission, or actually transmitted by the
person giving the notice by electronic means to the recipient. Oral notice shall
be deemed to have been given at the time it is communicated, in person, by
telephone to the recipient or to a person at the office of the recipient who the
person giving the notice has reason to believe will promptly communicate it to
the recipient.

Section 3.8 Quorum.

One-third of the maximum number of authorized directors
constitutes a quorum of the Board for the transaction of business, except to
adjourn as provided in Section 3.11 of this Article. As defined in Article III,
Section 3.2, the maximum number of authorized directors is six. Every act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Board,
unless a greater number is required by law or by the Articles; provided,
however, that a meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for such
meeting.

Section 3.9 Participation in Meetings by Conference Telephone.

Members of the Board may participate in a meeting through use
of conference telephone or similar communications equipment, so long as all
members participating in such meeting can hear one another. Such participation
constitutes presence in person at such meeting.

7

Section 3.10 Waiver of Notice.

The transactions of any meeting of the Board, however called
and noticed or wherever held, are as valid as though had at a meeting duly held
after regular call and notice if a quorum is present and if, either before or
after the meeting, each of the directors not present signs a written waiver of
notice, a consent to holding such meeting or an approval of the minutes thereof.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

Section 3.11 Adjournment.

A majority of the directors present, whether or not a quorum
is present, may adjourn any directors' meeting to another time and place. Notice
of the time and place of holding an adjourned meeting need not be given to
absent directors if the time and place is fixed at the meeting adjourned. If the
meeting is adjourned for more than twenty-four hours, notice of any adjournment
to another time or place shall be given prior to the time of the adjourned
meeting to the directors who were not present at the time of the adjournment.

Section 3.12 Fees and Compensation.

Directors and members of committees may receive such
compensation, if any, for their services, and such reimbursement for expenses,
as may be fixed or determined by the Board.

Section 3.13 Action Without Meeting.

In accordance with the provisions of Section 307(8)(b) of the
California General Corporation Law, any action required or permitted to be taken
by the Board may be taken without a meeting if all members of the Board shall
individually or collectively consent in writing to such action. Such written
consent or consents shall have the same force and effect as a unanimous vote of
the Board and shall be filed with the minutes of the proceedings of the Board.

ARTICLE IV -- OFFICERS

Section 4.1 Officers.

The officers of the corporation shall be a President, Vice
President, a Controller, a Secretary and a Treasurer. The corporation may also
have, at the discretion of the Board, a Chairman of the Board, one or more
additional Vice Presidents, a Chief Operating Officer, a General Manager,
General Counsel, one or more Assistant General Counsels, one or more Assistant
Controllers, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 4.5 of this Article.

Section 4.2 Election.

The officers of the corporation, except such officers as may
be elected or appointed in accordance with the provisions of Section 4.5 or
Section 4.6 of this Article, shall be

8

chosen annually by, and shall serve at the pleasure of the Board, and shall hold
their respective offices until their resignation, removal, or other
disqualification from service, or until their respective successors shall be
elected.

Section 4.3 Eligibility of Chairman of the Board or President.

No person shall be eligible for the office of Chairman of the
Board, if there shall be such an officer, or President unless such person is a
member of the Board of the corporation; any other officer may or may not be a
director.

Section 4.4 Removal and Resignation.

Any officer may be removed, either with or without cause, by
the Board at any time or by any officer upon whom such power of removal may be
conferred by the Board. Any such removal shall be without prejudice to the
rights, if any, of the officer under any contract of employment of the officer.

Any officer may resign at any time by giving written notice to
the corporation, but without prejudice to the rights, if any, of the corporation
under any contract of employment to which the officer is a party. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

Section 4.5 Appointment of Other Officers.

The Board may appoint such other officers as the business of
the corporation may require, each of whom shall hold office for such period,
have such authority, and perform such duties as are provided in the Bylaws or as
the Board may from time to time determine. Notwithstanding the job title for
such person, no employee or other representative of this corporation shall be an
officer of this corporation unless elected by the Board.

Section 4.6 Vacancies.

A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these Bylaws for regular election or appointment to such office.

Section 4.7 Salaries.

The salaries of the Chairman of the Board, if any, President,
General Manager, if any, Vice Presidents, Controller, Treasurer and Secretary of
the corporation shall be fixed by the Board. Salaries of all other officers
shall be approved from time to time by the chief executive officer.

Section 4.8 Chairman of the Board.

The Chairman of the Board, if there shall be such an officer,
shall preside at all meetings of the Board, and shall exercise such powers and
perform such duties as from time to time may be conferred upon or assigned to
him by the Board or the Bylaws.

9

Section 4.9 President.

Subject to such supervisory powers, if any, as may be given by
the Board to the Chairman of the Board, if there be such an officer, the
President shall be the chief executive officer of the corporation and has,
subject to the control of the Board, general supervision, direction, and control
of the business and affairs of the corporation. The President shall preside at
all meetings of the shareholders and, in the absence of the Chairman of the
Board or if there be none, at all meetings of the Board. The President has the
general powers and duties of management usually vested in the office of
president of a corporation and has such other powers and duties as may be
prescribed by the Board or the Bylaws. The President may designate from time to
time the titles which the employees or other representatives of this corporation
shall use, including the appointment of agent for service of process. Without
limiting the foregoing, the President may designate one or more employees as
regional vice-presidents.

Section 4.10 Vice President.

In the absence or disability of the President, the Vice
Presidents in order of their rank shall perform all the duties of the President
and when so acting shall have all the powers of, and be subject to all the
restrictions upon the President. The Board of Directors may establish the order
of rank of the Vice Presidents. In the absence of such ranking, the Vice
Presidents shall be ranked as follows: Executive Vice President (if any), Senior
Vice President (if any). Vice Presidents holding identical titles shall be
ranked in order of election to that office by the Board.

Section 4.11 Chief Operating Officer.

The Chief Operating Officer, if there shall be such an
officer, must be a vice president of the corporation and shall be subject to the
exercise of the general powers of supervision, direction and control of the
business and officers of the corporation by the President, and supervise the
operations of the corporation.

Section 4.12 General Manager.

The General Manager, if there shall be such an officer, must
be a vice president of the corporation and shall, subject to the exercise of the
general powers of supervision, direction and control by the President, or the
Chief Operating Officer, if any, shall manage the operations of the corporation.
In the absence of the Chief Operating Officer, the General Manager shall perform
all the duties of the Chief Operating Officer and when so acting shall have all
the powers of, and be subject to, all the restrictions upon the Chief Operating
Officer.

Section 4.13 General Counsel.

The General Counsel shall be the chief consulting officer of
the corporation in all legal matters and, subject to the President, shall have
control over all matters of legal import concerning the corporation.

Section 4.14 Assistant General Counsel.

One or more Assistant General Counsels, if any, shall perform
such of the duties of the General Counsel as the General Counsel may designate,
and in the absence or disability

10

of the General Counsel, any Assistant General Counsel, in order of election to
that office by the Board, shall perform the duties of the General Counsel.

Section 4.15 Controller.

The Controller shall be the chief accounting officer of the
corporation and shall have control over all accounting matters concerning the
corporation and shall perform such other duties as the President or General
Manager shall designate.

Section 4.16 Secretary.

The Secretary shall keep or cause to be kept, at the principal
executive office and such other place as the Board may order, a book of minutes
of all meetings of the shareholders, the Board, and its committees, and a share
register or a duplicate share register.

The Secretary shall give, or cause to be given, notice of all
the meetings of the shareholders and of the Board and any committees thereof
required by the Bylaws or by law to be given, shall keep the seal of the
corporation in safe custody, shall from time to time issue such corporate
secretarial certificates as may be required for the business and affairs of the
corporation, and shall have such other general powers and duties of management
usually vested in the office of secretary of a corporation and as may be
prescribed by the Board, the President or the Bylaws.

Section 4.17 Assistant Secretary.

One or more Assistant Secretaries, if any, shall perform such
of the duties of the Secretary as the Secretary shall designate, and in the
absence or disability of the Secretary, any Assistant Secretary, in order of
election to that office by the Board, shall perform the duties of the Secretary.

Section 4.18 Secretary Pro Tempore.

At any meeting of the Board or of the shareholders from which
the Secretary and Assistant Secretary are absent, a Secretary pro tempore may be
appointed by the Board of Directors or shareholders as appropriate and act.

Section 4.19 Treasurer.

The Treasurer is the chief financial officer of the
corporation and shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of the
corporation. The books of account shall at all times be open to inspection by
any director.

The Treasurer shall deposit, or cause to be deposited, all
moneys and other valuables in the name and to the credit of the corporation with
such depositories as may be designated by the Board of Directors pursuant to
Section 5.2. The Treasurer shall disburse or cause to be disbursed, the funds of
the corporation as may be ordered by the President or the General Manager, shall
render to the President, the General Manager or the directors, whenever they
request it, an account of all transactions as Treasurer and of the financial

11

condition of the corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board, or the Bylaws.

Section 4.20 Assistant Treasurer.

One or more Assistant Treasurers, if any, shall perform such
of the duties of the Treasurer as the Treasurer shall designate, and in the
absence or disability of the Treasurer, any Assistant Treasurer, in order of
election to that office by the Board, shall perform the duties of the Treasurer.

Section 4.21 Performance of Duties.

Officers shall perform the duties of their respective offices
as stated in these Bylaws, and such additional duties as the Board shall
designate.

ARTICLE V -- OTHER PROVISIONS

Section 5.1 Inspection of Bylaws.

The corporation shall keep in its principal executive office
the original or a copy of these Bylaws, as amended to date, which shall be open
to inspection by shareholders at all reasonable times during office hours.

Section 5.2 Contracts and Other Instruments, Loans, Notes and Deposit of Funds.

The Chairman of the Board, if any, the President and any Vice
President of this corporation, either alone or with the Secretary or an
Assistant Secretary, shall execute in the name of the corporation such written
instruments as may be authorized by the Board and, without special direction of
the Board, such instruments as transactions of the ordinary business of the
corporation may require and, such officers without the special direction of the
Board may authenticate, attest or countersign any such instruments when deemed
appropriate. The Board may authorize any person, persons, entity, entities,
attorney, attorneys, attorney-in-fact, attorneys-in-fact, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.

No loans shall be contracted on behalf of the corporation and
no evidences of indebtedness shall be issued in its name unless authorized by
resolution of the Board as it may direct. Such authority may be general or
confined to specific instances.

All checks, drafts, or other similar orders for the payment of
money, notes, or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as the Board, Chief Executive Officer or
Treasurer may direct.

Unless authorized by the Board or these Bylaws, no officer,
agent, employee or any other person or persons shall have any power or authority
to bind the corporation by any contract or engagement or to pledge its credit or
to render it liable for any purpose or amount.

12

All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositories as the Board may direct.

Section 5.3 Representation of Shares of Other Corporations.

The President or any other officer or officers authorized by
the Board or the President are each authorized to vote, represent and exercise
on behalf of the corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of the corporation. The
authority herein granted may be exercised either by any such officer in person
or by any other person authorized so to do by proxy or power of attorney duly
executed by said officer.

Section 5.4 Annual Report to Shareholders.

The annual report to shareholders referred to in Section 1501
of the California General Corporation Law is expressly waived, but nothing
herein shall be interpreted as prohibiting the Board from issuing annual or
other periodic reports to shareholders.

Section 5.5 Fiscal Year and Subdivisions.

The calendar year shall be the corporate fiscal year of the
corporation. For the purpose of paying dividends, for making reports and for the
convenient transaction of the business of the corporation, the Board may divide
the fiscal year into appropriate subdivisions.

Section 5.6 Construction and Definitions.

Unless the context otherwise requires, the general provisions,
rules of construction and definitions contained in the General Provisions of the
California Corporations Code and in the California General Corporation Law shall
govern the construction of these Bylaws.

ARTICLE VI -- INDEMNIFICATION

Section 6.1 Indemnification of Directors and Officers.

Each person who was or is a party or is threatened to be made
a party to or is involved in any threatened, pending or completed action, suit
or proceeding, formal or informal, whether brought in the name of the
corporation or otherwise and whether of a civil, criminal, administrative or
investigative nature (hereinafter a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal representative, is or was a
director or officer of this corporation or is or was serving at the request of
this corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is an alleged action or inaction in an official capacity or in
any other capacity while serving as a director or officer shall, subject to the
terms of any agreement between this corporation and such person, be indemnified
and held harmless by this corporation to the fullest extent permissible under
California law and this corporation's Articles of Incorporation, against all
costs, charges, expenses, liabilities, and losses (including attorneys' fees,
judgments, fines,

13

Employee Retirement Income Security Act excise taxes or penalties, and amounts
paid or to be paid in settlement) actually and reasonably incurred or suffered
by such person in connection therewith, and such indemnification shall continue
as to a person who has ceased to be a director or officer and shall inure to the
benefit of his or her heirs, executors, and administrators; provided, however,
that (A) this corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of this corporation other than a suit permitted by Section 6.3; (B) this
corporation shall indemnify any such person seeking indemnification in
connection with settlement of a proceeding (or part thereof) other than a
proceeding by or in the name of this corporation to procure a judgment in its
favor only if any settlement of such a proceeding is approved in writing by this
corporation; (C) that no such person shall be indemnified (i) except to the
extent that the aggregate of losses to be indemnified exceeds the amount of such
losses for which the director or officer is paid pursuant to any directors' and
officers' liability insurance policy maintained by the corporation; (ii) on
account of any suit in which judgment is rendered against such person for an
accounting of profits made from the purchase or sale by such person of
securities of this corporation pursuant to the provisions of Section 16(b) of
the Securities Exchange Act of 1934 and amendments thereto or similar provisions
of any federal, state, or local statutory law; (iii) if a court of competent
jurisdiction finally determines that any indemnification hereunder is unlawful;
and (iv) as to circumstances in which indemnity is expressly prohibited by
Section 317 of the General Corporation Law of California (the "Law"); and (D)
that no such person shall be indemnified with regard to any action brought by or
in the right of this corporation for breach of duty to this corporation and its
shareholders (a) for acts or omissions involving intentional misconduct or
knowing and culpable violation of law; (b) for acts or omissions that the
director or officer believes to be contrary to the best interests of this
corporation or its shareholders or that involve the absence of good faith on the
part of the director or officer; (c) for any transaction from which the director
or officer derived an improper personal benefit; (d) for acts or omissions that
show a reckless disregard for the director's or officer's duty to this
corporation or its shareholders in circumstances in which the director or
officer was aware, or should have been aware, in the ordinary course of
performing his or her duties, of a risk of serious injury to this corporation or
its shareholders; (e) for acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's or officer's
duties to this corporation or its shareholders; and (f) for costs, charges,
expenses, liabilities, and losses arising under Section 310 or 316 of the Law.
The right to indemnification conferred in this Article shall include the right
to be paid by this corporation expenses incurred in defending any proceeding in
advance of its final disposition; provided, however, that if the Law permits the
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, such advances shall be made only upon
delivery to this corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts to this corporation if it shall be ultimately
determined that such person is not entitled to be indemnified."

Section 6.2 Indemnification of Employees and Agents.

A person who was or is a party or is threatened to be made a
party to or is involved in any proceeding by reason of the fact that he or she
is or was an employee or agent of this corporation or is or was serving at the
request of this corporation as an employee or

14

agent of another enterprise, including service with respect to employee benefit
plans, whether the basis of such action is an alleged action or inaction in an
official capacity or in any other capacity while serving as an employee or
agent, may, subject to the terms of any agreement between this corporation and
such person, be indemnified and held harmless by this corporation to the fullest
extent permitted by California law and this corporation's Articles of
Incorporation, against all costs, charges, expenses, liabilities, and losses,
(including attorneys' fees, judgments, fines, Employee Retirement Income
Security Act excise taxes or penalties, and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith.

Section 6.3 Right of Directors and Officers to Bring Suit.

If a claim under Section 6.1 of this Article is not paid in
full by this corporation within 30 days after a written claim has been received
by this corporation, the claimant may at any time thereafter bring suit against
this corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall also be entitled to be paid the expense of
prosecuting such claim. Neither the failure of this corporation (including its
Board, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is permissible in the circumstances because he or she has met the
applicable standard of conduct, if any, nor an actual determination by this
corporation (including its Board, independent legal counsel, or its
shareholders) that the claimant has not met the applicable standard of conduct,
shall be a defense to the action or create a presumption for the purpose of an
action that the claimant has not met the applicable standard of conduct.

Section 6.4 Successful Defense.

Notwithstanding any other provisions of this Article, to the
extent that a director or officer has been successful on the merits in defense
of any proceeding referred to in Section 6.1 or in defense of any claim, issue
or matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred in connection therewith.

Section 6.5 Nonexclusivity of Rights.

The right to indemnification provided by this Article shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, bylaw, agreement, vote of shareholders, or
disinterested directors, or otherwise.

Section 6.6 Insurance.

This corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, or agent of this corporation
or another corporation, partnership, joint venture, trust, or other enterprise
against any expense, liability, or loss, whether or not this corporation would
have the power to indemnify such person against such expense, liability, or loss
under the Law.

Section 6.7 Expenses as a Witness.

To the extent that any director, officer, employee, or agent
of this corporation is, by reason of such position or a position with another
entity at the request of this corporation, a

15

witness in any action, suit, or proceeding, he or she shall be indemnified
against all costs and expenses actually and reasonably incurred by him or her on
his or her behalf in connection therewith.

Section 6.8 Indemnity Agreements.

This corporation may enter into agreements with any director,
officer, employee, or agent of this corporation providing for indemnification to
the fullest extent permissible under the Law and this corporation's Articles of
Incorporation.

Section 6.9 Severability.

Each and every paragraph, sentence, term, and provision of
this Article is separate and distinct so that if any paragraph, sentence, term,
or provision hereof shall be held to be invalid or unenforceable for any reason,
such invalidity or unenforceability shall not affect the validity or
enforceability of any other paragraph, sentence, term, or provision hereof. To
the extent required, any paragraph, sentence, term, or provision of this Article
may be modified by a court of competent jurisdiction to preserve its validity
and to provide the claimant with, subject to the limitations set forth in this
Article and any agreement between this corporation and claimant, the broadest
possible indemnification permitted under applicable law.

Section 6.10 Effect of Repeal or Modification.

Any repeal or modification of this Article shall not adversely
affect any right of indemnification of a director or officer existing at the
time of such repeal or modification with respect to any action or omission
occurring prior to such repeal or modification.

ARTICLE VII -- AMENDMENTS

Section 7.1 Amendments.

In accordance with Section 211 and subject to the provisions
contained in Section 212 of the California Corporation Law, these Bylaws may be
amended or repealed either by approval of the outstanding shares or by the
approval of the Board; provided, however, that a Bylaw specifying or changing a
fixed number of directors or the maximum or minimum number or changing from a
fixed to a variable Board or vice versa may only be adopted by approval of the
outstanding shares. The exact number of directors within the maximum and minimum
number specified in these Bylaws may be amended by the Board alone.

[End of Bylaws]

16

EXHIBIT 3.13

CERTIFICATE OF FORMATION
OF
EL SEGUNDO POWER II LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is El Segundo
Power II LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is James J. Bender, NRG Energy, Inc., 901 Marquette
Avenue, Suite 2300, Minneapolis, Minnesota 55402.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of El Segundo Power II LLC this 13th day of November, 2000.

/s/ James J. Bender
------------------------
James J. Bender
Authorized Person 

EXHIBIT 3.14

LIMITED LIABILITY COMPANY AGREEMENT

OF

EL SEGUNDO POWER II LLC

(A DELAWARE LIMITED LIABILITY COMPANY)

This LIMITED LIABILITY COMPANY AGREEMENT of El Segundo Power II LLC,
dated as of December 1, 2003, is hereby adopted, executed and agreed to by its
sole Member (as defined below).

1.       FORMATION. El Segundo Power II LLC (the "Company") was formed
on November 14, 2000, as a Delaware limited liability company under and pursuant
to the Delaware Limited Liability Company Act, as amended (the "Act").

2.       TERM. The Company shall have a perpetual existence.

3.       MEMBER. NRG West Coast LLC, a Delaware limited liability
company, is the sole member of the Company (such member or its successors, the
"Member").

4.       ALLOCATION OF PROFITS AND LOSSES. The Member shall be
allocated 100% of all profits, losses, gains, deductions and credits with
respect to the operations of the Company.

5.       PURPOSES. The purpose of the Company is to carry on any lawful
business, purpose or activity for which a limited liability company may be
formed under the Act. The Company shall have all of the powers to conduct such
business as permitted under the Act.

6.       CONTRIBUTIONS. The Member's initial capital contribution is
set forth on Exhibit A. Without creating any rights in favor of any third party,
the Member may, from time to time, make additional contributions of cash or
property to the capital of the Company, but shall have no obligation to do so.

7.       DISTRIBUTIONS. The Member shall be entitled (a) to receive all
distributions (including, without limitation, liquidating distributions) made by
the Company and (b) to enjoy all other rights, benefits and interests in the
Company.

8.       MANAGEMENT. The management of the Company is fully reserved to
the Member, and the Company shall not have "managers" as that term is used in
the Act. The powers of the Company shall be exercised by or under the authority
of, and the business and affairs of the Company shall be managed under the
direction of, the Member, who shall make all decisions and take all actions for
the Company. The Member may from time to time delegate to one or more persons
such authority as the Member may deem advisable and may elect one or more
persons as president, vice presidents, secretary, assistant secretary,
treasurer, assistant treasurer or any other title of an officer of the Company
as determined by the Member to act on behalf of the Company with respect to any
matter or matters delegated

to such person by the Member. The Member may, at any time, rescind any such
delegation and remove any person from an office to which such person was elected
by the Member. No officer need be a resident of the State of Delaware. Unless
the Member decides otherwise, the Company may have the following officers:

a.       PRESIDENT. The President shall have the active,
executive management of the operations of the
Company, subject however to the control of the
Member. The President shall, in general, perform all
duties incident to the office of president and such
other duties as from time to time may be assigned to
him or her by the Member.

b.       VICE PRESIDENT. Vice Presidents shall have such
powers and perform such duties as the Member may from
time to time prescribe or as the President may from
time to time delegate to him or her. At the request
of the President, one or more Vice Presidents may
temporarily act in place of the President. In case of
the death, absence or inability to act of the
President, the Member may designate one or more Vice
Presidents to perform the duties of the President.

c.       TREASURER. The Treasurer shall be the principal
financial officer of the Company; shall have charge
and custody of an be responsible for all funds of the
Company and deposit all such funds in the name of the
Company in such banks, trust companies or other
depositories as shall be selected by the Member;
shall receive and give receipts for moneys due and
payable to the Company from any source; and, in
general, shall perform all the duties incident to the
office of treasurer and such other duties as from
time to time may be assigned by the Member or by the
President. The Treasurer shall render to the
President and the Member, whenever the same shall be
required, an account of all transactions accomplished
as treasurer and of the financial condition of the
Company.

d.       SECRETARY. The Secretary shall keep or cause to be
kept the minutes of any Company meetings; shall see
that all notices are duly given in accordance with
the provisions of applicable law; shall be custodian
of the records; and, in general, shall perform all
duties incident to the office of the secretary and
such other duties as may from time to time be
assigned by the Member or by the President.

e.       ASSISTANT SECRETARIES. Assistant Secretaries shall
have such powers and perform such duties as the
Member may from time to time prescribe or as the
Secretary may from time to time delegate to him or
her. At the request of the Member or the Secretary,
one or more Assistant Secretaries may temporarily act
in place of the Secretary. In the case of the death,
absence or inability to act of the Secretary, the
Member may designate one or more Assistant
Secretaries to perform the duties of the Secretary.

2

9.       TAX MATTERS. The Member intends that the Company be treated as
a "partnership" for tax purposes during all periods during which more than one
person or entity owns an interest in the Company for federal income tax
purposes, and as a disregarded entity for tax purposes during all periods during
which only one person or entity owns an interest in the Company for federal
income tax purposes. The Company and the Member shall comply with all
requirements of the Internal Revenue Code of 1986, as amended, with respect to
the Company.

10.      TRANSFERS. The Member may freely transfer all or any part of
its membership interest in the Company at any time, and any such transferee
shall become an additional or substituted Member of the Company, as applicable,
with full rights of a Member as set forth herein and in the Act.

11.      DISSOLUTION. The Company shall dissolve and its affairs shall
be wound up at such time, if any, as the Member may elect or as may be required
under the Act. No other event will cause the Company to dissolve.

12.      GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS
CONFLICT OF LAWS RULES).

IN WITNESS WHEREOF, the Member has executed this Agreement as of the
date first above written.

NRG WEST COAST LLC

/s/ Scott J. Davido
-----------------------------------
By: Scott J. Davido
Its: Vice President

3

EXHIBIT A

MEMBER:  NRG WEST COAST LLC

CAPITAL CONTRIBUTION        NUMBER OF UNITS     % OWNERSHIP
-----------------------------------------------------------

$1,000.00                   1,000               100%

EXHIBIT 3.15

ARTICLES OF INCORPORATION
OF
HANOVER ENERGY COMPANY

I

The name of the corporation is Hanover Energy Company.

II

The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than a banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

III

The name and address in the State of California of the corporation's
initial agent for service of process are:

Alan M. Fenning
18872 MacArthur Boulevard, Suite 400
Irvine, California 92715

IV

This corporation is authorized to issue only one class of shares, which
shall be designated "common" shares. The total authorized number of such shares
authorized to be issued is ten thousand (10,000) shares.

V

1.       The liability of directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.

2.       The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the California Corporations Code) through
bylaw provisions, agreements with agents, vote of shareholders or disinterested
directors, or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to the applicable
limits set forth in Section 204 of the California Corporations Code with respect
to actions for breach of duty to the corporation and its shareholders.

Dated: November 9, 1988

/s/ Douglas B. Whiting
------------------------
Douglas B. Whiting

EXHIBIT 3.16

AMENDED AND RESTATED
BYLAWS
OF
HANOVER ENERGY COMPANY

ARTICLE I

Shareholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of California, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or by

Hanover Energy Company           Amended and Restated Bylaws              Page 2

proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock entitled to vote thereon which are
present in person or represented by proxy at the meeting.

Hanover Energy Company           Amended and Restated Bylaws              Page 3

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present. Upon the willful
neglect or refusal of the directors to produce such a list at

Hanover Energy Company           Amended and Restated Bylaws              Page 4

any meeting for the election of directors, they shall be ineligible for election
to any office at such meeting. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list of
stockholders or the books of the corporation, or to vote in person or by proxy
at any meeting of stockholders.

Section 1.10. Action By Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the term of office of the director whom he or she
has replaced or until his or her successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Virginia and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Hanover Energy Company           Amended and Restated Bylaws              Page 5

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Virginia whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof

Hanover Energy Company           Amended and Restated Bylaws              Page 6

present at any meeting and not disqualified from voting, whether or not he, she
or they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent permitted by law and to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation (if any) to be affixed to all papers which may require
it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

Hanover Energy Company         Amended and Restated Bylaws                Page 7

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Hanover Energy Company         Amended and Restated Bylaws                Page 8

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or non-profit entity shall be reduced by any amount such
person may collect as indemnification from such other corporation, partnership,
joint venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Hanover Energy Company         Amended and Restated Bylaws                Page 9

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (2) the material
facts as to his, her or their relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders or (3) the contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee thereof, or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction. Nothing in this Section 7.4 shall be construed to imply that any
contract or transaction between the corporation and Xcel Energy ("Xcel"), or
between the corporation and any other corporation that is a direct or indirect
wholly-owned subsidiary of Xcel, shall be void or voidable, whether or not such
contract or transaction complies with the requirements of clauses (1), (2) or
(3) of the immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Hanover Energy Company         Amended and Restated Bylaws               Page 10

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.17

CERTIFICATE OF INCORPORATION
OF
INDIAN RIVER OPERATIONS INC.

FIRST. The name of the corporation is Indian River Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Michael J.
Young 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot accept and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional

misconduct or a knowing violation of law, (c) pursuant to Section 174 of the
General Corporation Law of Delaware or (d) for any transaction from which the
director derived any improper personal benefit. Any repeal or modification of
this Article Tenth by the stockholders of the corporation shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Michael J. Young
-------------------------------
Michael J. Young
Incorporator

EXHIBIT 3.18

BYLAWS
OF
INDIAN RIVER OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

Indian River Operations Inc.              Bylaws                          Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

Indian River Operations Inc.                   Bylaws                     Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

Indian River Operations Inc.                   Bylaws                     Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

Indian River Operations Inc.                   Bylaws                     Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

Indian River Operations Inc.                   Bylaws                     Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee, In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

Indian River Operations Inc.                   Bylaws                     Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

Indian River Operations Inc.                   Bylaws                     Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefore has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

Indian River Operations Inc.                   Bylaws                     Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

Indian River Operations Inc.                   Bylaws                    Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

Exhibit 3.19
CERTIFICATE OF FORMATION
OF
JAMES RIVER POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is James River
Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Karin M. Wentz, NRG Energy, Inc., 901 Marquette
Avenue, Suite 2300, Minneapolis, Minnesota 55402.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of James River Power LLC this 16th day of July, 2001.

/s/ Karin Wentz
---------------------
Karin M. Wentz
Authorized Person

EXHIBIT 3.20

AMENDMENT TO THE
LIMITED LIABILITY COMPANY AGREEMENT OF
JAMES RIVER POWER LLC
A DELAWARE LIMITED LIABILITY COMPANY

THIS AMENDMENT (the "Amendment") to the Limited Liability Company
Agreement of James River Power LLC, a Delaware limited liability company (the
"Company"), dated as of November 15, 2002 (the "Effective Date"), is adopted,
executed and agreed to by the undersigned, NRG Energy, Inc., a Delaware
corporation and the sole member of the Company (the "Member"), and Beth L.
Peoples, the Independent Member of the Company (the "Independent Member").

WHEREAS, the Member has entered into a Limited Liability Company
Agreement dated July 16, 2001 in respect of the Company, which provides that the
unanimous consent of the Members and at least one Independent Member shall be
required to take certain actions; and

WHEREAS, the Member and the Independent Member deem it to be advisable
and in the best interests of the Company to amend the provision in the Limited
Liability Company Agreement requiring the unanimous consent of the Members and
the Independent Member and certain other provisions referencing such Independent
Member.

NOW THEREFORE, in consideration of the foregoing, the Member and the
Independent Member hereby amend the Limited Liability Company Agreement as
follows:

(1)      Section 3.08 is hereby amended and restated in its
entirety to read as follows:

" WITHDRAWAL. A Member may not withdraw or resign from the
Company; provided, however, that the Independent Member may
resign at any time, and such resignation shall become
effective upon acceptance by the Company."

(2)      Section 6.05 is hereby deleted in its entirety and is
replaced by the words "Intentionally Omitted."

Except as expressly amended hereby, all of the terms and provisions of
the Limited Liability Company Agreement are and shall remain in full force and
effect.

IN WITNESS WHEREOF, the Member and the Independent Member hereto have
caused this Amendment to be duly executed as of the date first above written.

NRG ENERGY, INC.

By: /s/ Richard C. Kelly
---------------------
Name:   Richard C. Kelly
Its:    President and Chief Operating Officer

By: /s/ Beth L. Peoples
-----------------------------
Name:   Beth L. Peoples
Independent Member

LIMITED LIABILITY COMPANY AGREEMENT
OF
JAMES RIVER POWER LLC
A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF James River Power LLC (this
"Agreement"), dated July 16, 2001 (the "Effective Date"), is adopted, executed
and agreed to, for good and valuable consideration, by the Members (as defined
below).

RECITALS

1.       NRG Energy, Inc., a Delaware limited partnership ("NRG"), has
agreed to become the sole Member of the Company (as defined below).

2.       NRG now desires to enter into this Agreement with respect to
various matters relating to the Company.

ARTICLE 1           
DEFINITIONS

1.01     DEFINITIONS. As used in this Agreement, the following terms
have the respective meanings set forth below or set forth in the Sections
referred to below:

ACT - the Delaware Limited Liability Company Act.

AFFECTED MEMBER - Section 9.01.

AFFILIATE - with respect to any Person, (a) each entity that
such Person Controls; (b) each Person that Controls such Person,
including, in the case of a Member, such Member's Parent; and (c) each
entity that is under common Control with such Person, including, in the
case of a Member, each entity that is Controlled by such Member's
Parent.

AGREEMENT - introductory paragraph.

ALTERNATE REPRESENTATIVE - Section 6.02(a)(i).

ASSIGNEE - any Person that acquires a Membership Interest or
any portion thereof through a Disposition; provided, however, that, an
Assignee shall have no right to be admitted to the Company as a Member
except in accordance with Section 3.03(b)(iii).

BANKRUPTCY OR BANKRUPT - with respect to any Person, that (a)
such Person (i) makes a general assignment for the benefit of
creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes
the subject of an order for relief or is declared insolvent in any
federal or state bankruptcy or insolvency proceedings; (iv) files a
petition or answer seeking for such Person a reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or
similar relief under any Law; (v) files an answer or other pleading
admitting or failing to contest the material allegations of a petition
filed against such Person in a proceeding of the type described in
subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents
to, or acquiesces in the appointment of a trustee, receiver, or
liquidator of such Person or of all or any substantial part of such
Person's properties; or (b) against such Person, a proceeding seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any Law has been commenced and 60
Days have expired without dismissal thereof or with respect to which,
without such Person's consent or acquiescence, a trustee, receiver, or
liquidator of such Person or of all or any substantial part of such
Person's properties has been appointed and 60 Days have expired without
the appointment's having been vacated or stayed, or 60 Days have
expired after the date of expiration of a stay, if the appointment has
not previously been vacated.

1

BUSINESS DAY - any day other than a Saturday, a Sunday, or a
holiday on which national banking associations in Minnesota, Louisiana,
Texas or New York are not open for business.

BUYOUT EVENT - Section 9.01.

CAPITAL ACCOUNT - the account to be maintained by the Company
for each Member in accordance with Section 4.06.

CAPITAL CONTRIBUTION - with respect to any Member, the amount
of money and the net agreed value of any property (other than money)
contributed to the Company by the Member. Any reference in this
Agreement to the Capital Contribution of a Member shall include a
Capital Contribution of its predecessors in interest.

CERTIFIED PUBLIC ACCOUNTANTS - a firm of independent public
accountants selected from time to time by the Management Committee.

CHANGE OF MEMBER CONTROL - with respect to any Member, an
event (such as a Disposition of voting securities) that causes such
Member to cease to be Controlled by such Member's Parent; provided,
however, that an event that causes any of such Member's Parents to be
Controlled by another Person shall not constitute a Change of Member
Control.

CLAIM - any and all judgments, claims, causes of action,
demands, lawsuits, suits, proceedings, Governmental investigations or
audits, losses, assessments, fines, penalties, administrative orders,
obligations, costs, expenses, liabilities and damages (whether actual,
consequential or punitive), including interest, penalties, reasonable
attorney's fees, disbursements and costs of investigations,
deficiencies, levies, duties and imposts.

CODE - the Internal Revenue Code of 1986, as amended.

COMPANY - James River Power LLC, a Delaware limited liability
company.

CONFIDENTIAL INFORMATION - information and data (including all
copies thereof) that is furnished or submitted by any of the Members or
their Affiliates, whether oral (and if oral, reduced to writing and
marked "confidential" within 10 days of disclosure), written, or
electronic, on a confidential basis to the other Members or their
Affiliates in connection with the Company, and any and all of the
activities and studies performed pursuant to this Agreement or any
Project Agreement, and the resulting information and data obtained from
those studies. Notwithstanding the foregoing, the term "Confidential
Information" shall not include any information that:

(a)      is in the public domain at the time of its
disclosure or thereafter (other than as a result of a
disclosure directly or indirectly by a Member or its
Affiliates in contravention of this Agreement or any Project
Agreement);

(b)      as to any Member, was in the possession of
such Member or its Affiliates prior to the execution of this
Agreement; or

(c)      is engineering information (for example,
heat balance and capital cost information) that has been
independently acquired or developed by a Member or its
Affiliates without violating any of the obligations of such
Member or its Affiliates under this Agreement.

CONTROL - the possession, directly or indirectly of either of
the following:

(a)      (i) in the case of a corporation, more than
50% of the outstanding voting securities thereof; (ii) in the
case of a limited liability company, partnership, limited
partnership or venture, the right to more than 50% of the
distributions therefrom (including liquidating distributions);
(iii) in the case of a trust or estate, including a business
trust, more than 50% of the beneficial interest therein; and
(iv) in the case of any other entity, more than 50% of the
economic or beneficial interest therein; or

2

(b)      in the case of any entity, the power or
authority, through ownership of voting securities, by contract
or otherwise, to exercise a controlling influence over the
management of the entity.

DAY - a calendar day; provided, however, that if any period of
Days referred to in this Agreement shall end on a Day that is not a
Business Day, then the expiration of such period shall be automatically
extended until the end of the first succeeding Business Day.

DEFAULT - the failure of a Member to comply in any material
respect with any of its material agreements, covenants or obligations
under this Agreement; the failure of any representation or warranty
made by a Member in this Agreement to have been true and correct in all
material respects at the time it was made; or the failure of a Member,
without justified cause, to take any action required by the terms of
this Agreement (including participating in meetings or decisions).

DEFAULT RATE - a rate per annum equal to the lesser of (a) a
varying rate per annum equal to the sum of (i) the prime rate as
published in The Wall Street Journal, with adjustments in that varying
rate to be made on the same date as any change in that rate is so
published, plus (ii) 3% per annum, and (b) the maximum rate permitted
by Law.

DEFERRED AMOUNT - Section 9.03(c).

DELAWARE CERTIFICATE - Section 2.01.

DISPOSE, DISPOSING OR DISPOSITION - with respect to any asset
(including a Membership Interest or any portion thereof), a sale,
assignment, transfer, conveyance, gift, exchange or other disposition
(other than the pledge or assignment to any creditor of the Company or
the Member, or any collateral agent for such creditor, of any
Membership Interest as security for the indebtedness to such creditor)
of such asset, whether such disposition be voluntary, involuntary or by
operation of Law, including the following: (a) in the case of an asset
owned by a natural person, a transfer of such asset upon the death of
its owner, whether by will, intestate succession or otherwise; (b) in
the case of an asset owned by an entity, (i) a merger or consolidation
of such entity (other than where such entity is the survivor thereof),
(ii) a conversion of such entity into another type of entity, or (iii)
a distribution of such asset, including in connection with the
dissolution, liquidation, winding-up or termination of such entity
(unless, in the case of dissolution, such entity's business is
continued without the commencement of liquidation or winding-up); and
(c) a disposition in connection with, or in lieu of, a foreclosure of
an Encumbrance; but such terms shall not include the creation of an
Encumbrance.

DISPUTE - Section 10.01.

DISPUTE NOTICE - Section 10.02.

DISPUTING MEMBER - Section 10.01.

DISSOLUTION EVENT - Section 11.01(a).

EFFECTIVE DATE - introductory paragraph.

ENCUMBER, ENCUMBERING, OR ENCUMBRANCE - the creation of a
security interest, lien, pledge, mortgage or other encumbrance, whether
such encumbrance be voluntary, involuntary or by operation of Law;
provided, however, that the pledge or assignment to any creditor of the
Company or NRG or any collateral agent for such creditor, of any
Membership Interest as security for the indebtedness to such creditor
shall not be deemed to be an Encumbrance thereof.

FAIR MARKET VALUE - Section 9.03.

GOVERNMENTAL AUTHORITY (OR GOVERNMENTAL) - A federal, state,
local or foreign governmental authority; a state, province,
commonwealth, territory or district thereof; a county or parish; a
city, town,

3

township, village or other municipality; a district, ward or other
subdivision of any of the foregoing; any executive, legislative or
other governing body of any of the foregoing; any agency, authority,
board, department, system, service, office, commission, committee,
council or other administrative body of any of the foregoing; any court
or other judicial body; and any officer, official or other
representative of any of the foregoing.

INCLUDING - including, without limitation.

INDEPENDENT MEMBER - means a natural person who is not an
officer, director, agent, employee or representative of the Company,
NRG, or any Affiliate of any of the foregoing.

LAW - any applicable constitutional provision, statute, act,
code (including the Code), law, regulation, rule, ordinance, order,
decree, ruling, proclamation, resolution, judgment, decision,
declaration, or interpretative or advisory opinion or letter of a
Governmental Authority having valid jurisdiction.

LENDING MEMBER - Section 4.03(a)(ii).

LOAN DOCUMENTS - any and all documents relating to money
borrowed by NRG, including money borrowed through public or private
sales of its debt securities, as the same may be amended or restated
from time to time.

MANAGEMENT COMMITTEE - Section 6.02.

MEMBER - any Person executing this Agreement as of the date of
this Agreement as a member or hereafter admitted to the Company as a
member as provided in this Agreement, but such term does not include
any Person who has ceased to be a member in the Company.

MEMBERSHIP INTEREST - with respect to any Member, (a) that
Member's status as a Member; (b) that Member's share of the income,
gain, loss, deduction and credits of, and the right to receive
distributions from, the Company; (c) all other rights, benefits and
privileges enjoyed by that Member (under the Act, this Agreement, or
otherwise) in its capacity as a Member, including that Member's rights
to vote, consent and approve and otherwise to participate in the
management of the Company, including through the Management Committee;
and (d) all obligations, duties and liabilities imposed on that Member
(under the Act, this Agreement or otherwise) in its capacity as a
Member, including any obligations to make Capital Contributions.

NON-CONTRIBUTING MEMBER - Section 4.03(a).

OFFICER - any Person designated as an officer of the Company
as provided in Section 6,02(j), but such term does not include any
Person who has ceased to be an officer of the Company.

OUTSIDE ACTIVITIES - Section 6.05(b).

PARENT - if applicable to a Member, the company or companies
set forth opposite the name of such Member on Exhibit A.

PERMITS - all permits, licenses, approvals or other actions of
Governmental Authorities that are required for the ownership and
operation of the Project, as contemplated by this Agreement.

PERSON - the meaning assigned that term in Section 18-101(11)
of the Act and also includes a Governmental Authority and any other
entity.

PURCHASE PRICE - Section 9.03.

REPRESENTATIVE - Section 6.02(a)(i).

SECURITIES ACT - the Securities Act of 1933.

4

SHARING RATIO - subject in each case to adjustments in
accordance with this Agreement or in connection with Dispositions of
Membership Interests, (a) in the case of a Member executing this
Agreement as of the date of this Agreement or a Person acquiring such
Member's Membership Interest, the percentage specified for that Member
as its Sharing Ratio on Exhibit A, and (b) in the case of Membership
Interest issued pursuant to Section 3.04, the Sharing Ratio established
pursuant thereto; provided, however, that the total of all Sharing
Ratios shall always equal 100%.

SOLE DISCRETION - a Member's sole and absolute discretion,
with or without cause, and subject to whatever limitations or
qualifications the Member may impose.

TAX MATTERS MEMBER - Section 7.03(a).

TERM - Section 2.06.

TERMINATED MEMBER - Section 9.05.

TREASURY REGULATIONS - the regulations (including temporary
regulations) promulgated by the United States Department of the
Treasury pursuant to and in respect of provisions of the Code. All
references herein to sections of the Treasury Regulations shall include
any corresponding provision or provisions of succeeding, similar or
substitute, temporary or final Treasury Regulations.

Other terms defined herein have the meanings so given them.

1.02     CONSTRUCTION. Unless the context requires otherwise: (a) the
gender (or lack of gender) of all words used in this Agreement includes the
masculine, feminine, and neuter; (b) references to Articles and Sections refer
to Articles and Sections of this Agreement; (c) references to Exhibits refer to
the Exhibits attached to this Agreement, each of which is made a part hereof for
all purposes; (d) references to Laws refer to such Laws as they may be amended
from time to time, and references to particular provisions of a Law include any
corresponding provisions of any succeeding Law; and (e) references to money
refer to legal currency of the United States of America.

ARTICLE 2
ORGANIZATION

2.01     FORMATION. The Company has been organized as a Delaware
limited liability company by the filing of a Certificate of Formation (the
"Delaware Certificate"), dated July 16, 2001 (the "Formation Date"), with the
Secretary of State of Delaware pursuant to the Act.

2.02     NAME. The name of the Company is "James River Power LLC" and
all Company business must be conducted in that name or such other names that
comply with Law as the Management Committee may select.

2.03     REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE IN THE
UNITED STATES; OTHER OFFICES. The registered office of the Company required by
the Act to be maintained in the State of Delaware shall be the office of the
initial registered agent named in the Delaware Certificate or such other office
(which need not be a place of business of the Company) as the Management
Committee may designate in the manner provided by Law. The registered agent of
the Company in the State of Delaware shall be the initial registered agent named
in the Delaware Certificate or such other Person or Persons as the Management
Committee may designate in the manner provided by Law. The principal office of
the Company in the United States shall be at such place as the Management
Committee may designate, which need not be in the State of Delaware, and the
Company shall maintain records there or such other place as the Management
Committee shall designate and shall keep the street address of such principal
office at the registered office of the Company in the State of Delaware. The
Company may have such other offices as the Management Committee may designate.

2.04     PURPOSES. The purpose of the Company shall be the ownership
and operation of power generation facilities, either directly or through the
ownership of one or more entities engaged in that business.

5

2.05     FOREIGN QUALIFICATION. Prior to the Company's conducting
business in any jurisdiction other than Delaware, the Management Committee shall
cause the Company to comply, to the extent procedures are available and those
matters are reasonably within the control of the Management Committee, with all
requirements necessary to qualify the Company as a foreign limited liability
company in that jurisdiction. At the request of the Management Committee, each
Member shall execute, acknowledge, swear to, and deliver all certificates and
other instruments conforming with this Agreement that are necessary or
appropriate to qualify, continue, and terminate the Company as a foreign limited
liability company in all such jurisdictions in which the Company may conduct
business.

2.06     TERM. The period of existence of the Company (the "Term")
commenced on the Formation Date and shall end at such time as a certificate of
cancellation is filed with the Secretary of State of Delaware in accordance with
Section 11.04. Such period may be extended from time to time by Members holding
a majority of the Membership Interests.

2.07     NO STATE-LAW PARTNERSHIP. The Members intend that the Company
not be a partnership (including a limited partnership) or joint venture, and
that no Member be a partner or joint venturer of any other Member, for any
purposes other than federal and state tax purposes, and this Agreement may not
be construed to suggest otherwise.

2.08     UNITS; CERTIFICATES OF MEMBERSHIP INTEREST; APPLICABILITY OF
ARTICLE 8 OF UCC. Membership Interests shall be represented by units ("Units ").
The number of authorized Units shall be one thousand (1,000). All Membership
Interests shall be represented by certificates in such form as the Management
Committee shall from time to time approve, shall be recorded in a register
thereof maintained by the Company, and shall be subject to such rules for the
issuance thereof as the Management Committee may from time to time determine.
Membership Interests shall be subject to the provisions of Article 8 of the
Uniform Commercial Code as may be applicable in the State of New York from time
to time.

ARTICLE 3
MEMBERSHIP; DISPOSITIONS OF INTERESTS

3.01     INITIAL MEMBERS. The initial Members of the Company are the
Persons executing this Agreement as of the date of this Agreement as Members,
each of which is admitted to the Company as a Member effective contemporaneously
with the execution by such Person of this Agreement.

3.02     REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Member hereby
represents, warrants and covenants to the Company and each other Member
that the following statements are true and correct as of the Effective
Date and shall be true and correct at all times that such Member is a
Member:

(a)      that Member is duly incorporated, organized or formed
(as applicable), validly existing, and (if applicable) in good standing
under the Law of the jurisdiction of its incorporation, organization or
formation; if required by applicable Law, that Member is duly qualified
and in good standing in the jurisdiction of its principal place of
business, if different from its jurisdiction of incorporation,
organization or formation; and that Member has full power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder, and all necessary actions by the board of directors,
shareholders, managers, members, partners, trustees, beneficiaries, or
other applicable Persons necessary for the due authorization,
execution, delivery, and performance of this Agreement by that Member
have been duly taken;

(b)      that Member has duly executed and delivered this
Agreement and the other documents contemplated herein, and they
constitute the legal, valid and binding obligation of that Member
enforceable against it in accordance with their terms (except as may be
limited by bankruptcy, insolvency or similar Laws of general
application and by the effect of general principles of equity,
regardless of whether considered at law or in equity); and

(c)      that Member's authorization, execution, delivery, and
performance of this Agreement does not and will not (i) conflict with,
or result in a breach, default or violation of, (A) the organizational
documents of such Member, (B) any contract or agreement to which that
Member is a party or is otherwise subject, or (C) any Law, order,
judgment, decree, writ, injunction or arbitral award to which that
Member is subject; or (ii)

6

require any consent, approval or authorization from, filing or
registration with, or notice to, any Governmental Authority or other
Person, unless such requirement has already been satisfied.

3.03     DISPOSITIONS AND ENCUMBRANCES OF MEMBERSHIP INTERESTS.

(a)      GENERAL RESTRICTION. A Member may not Dispose of or
Encumber all or any portion of its Membership Interest except in strict
accordance with this Section 3.03. (References in this Section 3.03 to
Dispositions or Encumbrances of a "Membership Interest" shall also
refer to Dispositions or Encumbrances of a portion of a Membership
Interest.) Any attempted Disposition or Encumbrance of a Membership
Interest, other than in strict accordance with this Section 3.03, shall
be, and is hereby declared, null and void ab initio. The Members agree
that a breach of the provisions of this Section 3.03 may cause
irreparable injury to the Company and to the other Members for which
monetary damages (or other remedy at law) are inadequate in view of (i)
the complexities and uncertainties in measuring the actual damages that
would be sustained by reason of the failure of a Member to comply with
such provision and (ii) the uniqueness of the Company business and the
relationship among the Members. Accordingly, the Members agree that the
provisions of this Section 3.03 may be enforced by specific
performance.

(b)      DISPOSITIONS OF MEMBERSHIP INTERESTS.

(i)      GENERAL RESTRICTION. A Member may not
Dispose of all or any portion of its Membership Interest
except by complying with all of the following requirements:

(A)      such Member must receive the
unanimous consent of the non-Disposing Members, which
consent shall not be unreasonably withheld by each of
such other Members; provided, however, that such
consent need not be obtained if (I) the proposed
Assignee is a Wholly-Owned Affiliate of the Disposing
Member and (II) such proposed Assignee demonstrates
to the reasonable satisfaction of the other Members
that it has the ability to meet the financial and
contractual commitments and other obligations of the
Disposing Member; and

(B)      such Member must comply with the
requirements of Section 3,03(b)(iii) and, if the
Assignee is to be admitted as a Member, Section
3.03(b)(ii).

(ii)     ADMISSION OF ASSIGNEE AS A MEMBER. An
Assignee has the right to be admitted to the Company as a
Member, with the Membership Interest (and attendant Sharing
Ratio) so transferred to such Assignee, only if (A) the
Disposing Member making the Disposition has granted the
Assignee either (I) the Disposing Member's entire Membership
Interest or (II) the express right to be so admitted; and (B)
such Disposition is effected in strict compliance with this
Section 3.03.

(iii)    REQUIREMENTS APPLICABLE TO ALL DISPOSITIONS
AND ADMISSIONS. In addition to the requirements set forth in
Sections 3.03(b)(i) and 3.03(b)(ii), any Disposition of a
Membership Interest and any admission of an Assignee as a
Member shall also be subject to the following requirements,
and such Disposition (and admission, if applicable) shall not
be effective unless such requirements are complied with;
provided, however, that the Management Committee, in its sole
and absolute discretion, may waive any of the following
requirements:

(A)      DISPOSITION DOCUMENTS. The
following documents must be delivered to the
Management Committee and must be satisfactory, in
form and substance, to the Management Committee:

(I)      DISPOSITION INSTRUMENT.
A copy of the instrument pursuant to which
the Disposition is effected.

(II)     RATIFICATION OF THIS
AGREEMENT. An instrument, executed by the
Disposing Member and its Assignee,
containing the following information and
agreements, to the extent they are not
contained in the instrument described in
Section 3.03(b)(iii)(A)(I): (1) the notice
address of the Assignee; (2) if applicable,

7

the Parent of the Assignee; (3) the Sharing
Ratios after the Disposition of the
Disposing Member and its Assignee (which
together must total the Sharing Ratio of the
Disposing Member before the Disposition);
(4) the Assignee's ratification of this
Agreement and agreement to be bound by it,
and its confirmation that the
representations and warranties in Section
3.02 are true and correct with respect to
it; (5) the Assignee's ratification of all
of the Project Agreements and agreement by
be bound by them, to the same extent that
the Disposing Member was bound by them prior
to the Disposition; and (6) representations
and warranties by the Disposing Member and
its Assignee (aa) that the Disposition and
admission is being made in accordance with
all applicable Laws, and (bb) that the
matters set forth in Sections
3.03(b)(iii)(A)(III) and (IV) are true and
correct.

(III)    SECURITIES LAW OPINION.
Unless the Membership Interest subject to
the Disposition is registered under the
Securities Act and any applicable state
securities Law, or the proposed Assignee is
a Wholly-Owned Affiliate as described in
3.03(b)(i)(A) above, a favorable opinion of
the Company's legal counsel, or of other
legal counsel acceptable to the Management
Committee, to the effect that the
Disposition and admission is being made
pursuant to a valid exemption from
registration under those Laws and in
accordance with those Laws.

(IV)     TAX OPINION. A favorable
opinion of the Certified Public Accountants,
or of other certified public accountants
acceptable to the Management Committee, to
the effect that the Disposition would not
result in the Company's being considered to
have terminated within the meaning of Code
Section 708.

(B)      PAYMENT OF EXPENSES. The Disposing
Member and its Assignee shall pay, or reimburse the
Company for, all reasonable costs and expenses
incurred by the Company in connection with the
Disposition and admission, including the legal fees
incurred in connection with the legal opinions
referred to in Sections 3.03(b)(iii)(A)(III) and
(IV), on or before the tenth Day after the receipt by
that Person of the Company's invoice for the amount
due.

(C)      NO RELEASE. No Disposition of a
Membership Interest shall effect a release of the
Disposing Member from any liabilities to the Company
or the other Members arising from events occurring
prior to the Disposition.

(iv)     CHANGE OF MEMBER CONTROL. A Change of Member
Control must also comply with the requirements of this Section
3.03.

(C)      ENCUMBRANCES OF MEMBERSHIP INTEREST. A Member may
Encumber its Membership Interest if the instrument creating such
Encumbrance provides that any foreclosure of such Encumbrance (or
Disposition in lieu of such foreclosure) must comply with the
requirements of Section 3.03(b).

(d)      RIGHT OF FIRST REFUSAL. Except as otherwise expressly
permitted by this Agreement, this Section 3.03(d) shall apply to any
proposed voluntary Disposition of a Membership Interest to any
purchaser (other than a majority owned Affiliate of the disposing
party) for consideration in the form of cash or promissory notes or
other obligations to pay sums certain. The Member proposing to make
such a Distribution shall provide written notice (a "Disposition
Notice") to the remaining Members at least 90 days prior to the
proposed Disposition. The Disposition Notice must set forth the
identity of the proposed transferee, the sale price, and all other
material terms and conditions of the proposed Disposition. In the Case
of a Change of member Control, the Disposition notice must set forth
the portion, if less than 100%, of the total purchase price that is
applicable to such Member's Membership Interest. Upon receipt of a
Disposition Notice, the remaining Members shall have the option for a
period of 30 days to purchase all, but not less than all, of such
Membership Interest. Such Membership Interest shall be allocated to the
Members exercising their option under this Section 3.03(d) pro rata in
accordance with their Membership Interests. The purchase pursuant to
the exercise of this option shall be at the price and pursuant to the
terms and conditions of the proposed Disposition. If no Member
exercises such option, the Member proposing such Disposition shall be
free, for a

8

period of 60 days after the expiration of the remaining Members'
options, to Dispose of the Membership Interests that were the subject
of the Disposition Notice, but only to the party, and for the price and
on the terms and conditions, set forth in the Disposition Notice. If
the proposed disposition does not occur within 60 days after the
expiration of the remaining Members' options, the Membership Interest
may not be Disposed of pursuant to this section 30.0(d) unless the
Member again complies with the terms of this Agreement.

(e)      RIGHTS IN MEMBERSHIP INTERESTS PLEDGED AS COLLATERAL.
Any other provision of this Agreement to the contrary notwithstanding,
by executing and delivering this Agreement, each Member shall be deemed
to have consented to (i) the pledge, assignment, hypothecation and
transfer to any creditor of the Company or its agents, successors or
assigns of, and the grant to such creditor or other Person of a lien on
and security interest in, as security for the indebtedness of the
Company to such creditor, all of such Member's right, title and
interest in, to and under its Membership Interest and any other
collateral securing such indebtedness, (ii) the exercise by any such
creditor or other Person of the rights and remedies under any security
document related to such collateral, including, without limitation, the
right to exercise the voting and consensual rights and other powers of
each Member to the extent provided in any such security document, and
(ii) the right to foreclose upon or exercise a power of sale with
respect to the Membership Interest of each Member and any other
collateral subject to such security documents and to cause the agent or
designee of such creditor or any third party purchaser of such
Membership Interest to become an additional or substitute Member, and
(c) all other provisions of the loan and security documents relating to
such indebtedness or collateral, the issuance of new or substituted
Membership Interests, or the ownership of Membership Interests.

3.04     CREATION OF ADDITIONAL MEMBERSHIP INTEREST. Additional
Membership Interests may be created and issued to existing Members or to other
Persons, and such other Persons may be admitted to the Company as Members, with
the unanimous consent of the existing Members, on such terms and conditions as
the existing Members may unanimously determine at the time of admission. The
terms of admission or issuance must specify the Sharing Ratios applicable
thereto and may provide for the creation of different classes or groups of
Members having different rights, powers, and duties. The Management Committee
may reflect the creation of any new class or group in an amendment to this
Agreement indicating the different rights, powers, and duties. Any such
admission is effective only after the new Member has executed and delivered to
the Members an instrument containing the notice address of the new Member, the
Assignee's ratification of this Agreement and agreement to be bound by it, and
its confirmation that the representations and warranties in Section 3.02 are
true and correct with respect to it. The provisions of this Section 3.04 shall
not apply to Dispositions of Membership Interests or admissions of Assignees in
connection therewith, such matters being governed by Section 3.03.

3.05     ACCESS TO INFORMATION. Each Member shall be entitled to
receive any information that it may request concerning the Company; provided,
however, that this Section 3.05 shall not obligate the Company or the Management
Committee to create any information that does not already exist at the time of
such request (other than to convert existing information from one medium to
another, such as providing a printout of information that is stored in a
computer database). Each Member shall also have the right, upon reasonable
notice, and at all reasonable times during usual business hours to inspect the
properties of the Company and to audit, examine and make copies of the books of
account and other records of the Company. Such right may be exercised through
any agent or employee of such Member designated in writing by it or by an
independent public accountant, engineer, attorney or other consultant so
designated. The Member making the request shall bear all costs and expenses
incurred in any inspection, examination or audit made on such Member's behalf.
Confidential Information obtained pursuant to this Section 3.05 shall be subject
to the provisions of Section 3.06.

3.06     CONFIDENTIAL INFORMATION.

(a)      Except as permitted by Section 3.06(b),

(i) each Member shall keep confidential all
Confidential Information and shall not disclose any
Confidential Information to any Person, including any of its
Affiliates, and

(ii) each Member shall use the Confidential
Information only in connection with the Company.

9

(b)      Notwithstanding Section 3.06(a), but subject to the
other provisions of this Section 3.06, a Member may make the following
disclosures and uses of Confidential Information:

(i)      disclosures to another Member in connection
with the Company;

(ii)     disclosures and uses that are approved by
the Management Committee;

(iii)    disclosures to an Affiliate of such Member
on a "need to know" basis in connection with the Company, if
such Affiliate has agreed to abide by the terms of this
Section 3.06;

(iv)     disclosures to a Person that is not a Member
or an Affiliate of a Member, if such Person has been retained
to provide services by the Member in connection with the
Company or such Member's Membership Interest and has agreed to
abide by the terms of this Section 3.06;

(v)      disclosures to lenders, potential lenders or
other Persons providing financing for the Project, potential
equity purchasers, if such Persons have agreed to abide by the
terms of this Section 3.06;

(vi)     disclosures to ISO and its consultants and
representatives;

(vii)    disclosures to Governmental Authorities that
are necessary to operate the Project consistent with the
Project Agreements;

(viii)   disclosures that a Member is legally
compelled to make by deposition, interrogatory, request for
documents, subpoena, civil investigative demand, order of a
court of competent jurisdiction, or similar process, or
otherwise by Law or securities exchange requirements;
provided, however, that, prior to any such disclosure, such
Member shall, to the extent legally permissible:

(A)      provide the Management Committee
with prompt notice of such requirements so that one
or more of the Members may seek a protective order or
other appropriate remedy or waive compliance with the
terms of this Section 3.06(b)(vii);

(B)      consult with the Management Committee on the
advisability of taking steps to resist or narrow such
disclosure; and

(C)      cooperate with the Management
Committee and with the other Members in any attempt
one or more of them may make to obtain a protective
order or other appropriate remedy or assurance that
confidential treatment will be afforded the
Confidential Information; and in the event such
protective order or other remedy is not obtained, or
the other Members waive compliance with the
provisions hereof, such Member agrees (I) to furnish
only that portion of the Confidential Information
that the other Members are advised by counsel to the
disclosing Member is legally required and (II) to
exercise all reasonable efforts to obtain assurance
that confidential treatment will be accorded such
Confidential Information.

(c)      Each Member shall take such precautionary measures as
may be required to ensure (and such Member shall be responsible for)
compliance with this Section 3.06 by any of its Affiliates, and its and
their directors, officers, employees and agents, and other Persons to
which it may disclose Confidential Information in accordance with this
Section 3.06.

(d)      A Terminated Member shall promptly destroy (and
provide a certificate of destruction to the Company with respect to) or
return to the Company, as directed by the Management Committee, all
Confidential Information in its possession. Notwithstanding the
immediately-preceding sentence, a Terminated Member may, subject to the
other provisions of this Section 3.06, retain and use Confidential
Information for the limited purpose of preparing such Terminated
Member's tax returns and defending audits, investigations and
proceedings relating thereto.

10

(e)      The Members agree that no adequate remedy at law
exists for a breach or threatened breach of any of the provisions of
this Section 3.06, the continuation of which unremedied will cause the
Company and the other Members to suffer irreparable harm. Accordingly,
the Members agree that the Company and the other Members shall be
entitled, in addition to other remedies that may be available to them,
to immediate injunctive relief from any breach of any of the provisions
of this Section 3.06 and to specific performance of their rights
hereunder, as well as to any other remedies available at law or in
equity.

(f)      The obligations of the Members under this Section
3.06 shall terminate on the third anniversary of the end of the Term.

3.07     LIABILITY TO THIRD PARTIES. No Member shall be liable for the
debts, obligations or liabilities of the Company.

3.08     WITHDRAWAL. A Member may not withdraw or resign from the
Company.

ARTICLE 4
CAPITAL CONTRIBUTIONS

4.01     INITIAL CAPITAL CONTRIBUTIONS. Contemporaneously with the
execution by such Member of this Agreement, each Member shall make the Capital
Contributions described for that Member in Exhibit A.

4.02     SUBSEQUENT CAPITAL CONTRIBUTIONS. Without creating any rights
in favor of any third party, each Member shall contribute to the Company, in
cash, on or before the date specified as hereinafter described, that Member's
Sharing Ratio of all monies that in the unanimous judgment of the Management
Committee are necessary to enable the Company to cause the assets of the Company
to be properly operated and maintained and to discharge its costs, expenses,
obligations, and liabilities, and its Sharing Ratio of Working Capital
Requirements in order to bring current Company bank accounts to an amount equal
to the Working Capital Requirements, as more particularly described in Section
5.01 below. The Management Committee shall notify each other Member of the need
for Capital Contributions pursuant to this Section 4.02 when appropriate, which
notice must include a statement in reasonable detail of the proposed uses of the
Capital Contributions and a date (which date may be no earlier than the fifth
Business Day following each Member's receipt of its notice) before which the
Capital Contributions must be made. Notices for Capital Contributions must be
made to all Members in accordance with their Sharing Ratios.

4.03     FAILURE TO CONTRIBUTE. (a) If a Member does not contribute,
within 10 Days of the date required, all or any portion of a Capital
Contribution that Member is required to make as provided in this Agreement, the
other Members may cause the Company to exercise, on notice to that Member (the
"Non-Contributing Member"), one or more of the following remedies:

(i)      taking such action (including court
proceedings) as the other Members may deem appropriate to
obtain payment by the Non-Contributing Member of the portion
of the Non-Contributing Member's Capital Contribution that is
in default, together with interest thereon at the Default Rate
from the date that the Capital Contribution was due until the
date that it is made, all at the cost and expense of the
Non-Contributing Member;

(ii)     permitting the other Members in proportion
to their Sharing Ratios or in such other percentages as they
may agree (the "Lending Member," whether one or more), to
advance the portion of the Non-Contributing Member's Capital
Contribution that is in default, with the following results:

(A)      the sum advanced constitutes a loan
from the Lending Member to the Non-Contributing
Member and a Capital Contribution of that sum to the
Company by the Non-Contributing Member pursuant to
the applicable provisions of this Agreement,

(B)      the principal balance of the loan
and all accrued unpaid interest thereon is due and
payable in whole on the tenth Day after written
demand therefor by the Lending Member to the
Non-Contributing Member,

11

(C)      the amount lent bears interest at
the Default Rate from the Day that the advance is
deemed made until the date that the loan, together
with all interest accrued on it, is repaid to the
Lending Member,

(D)      all distributions from the Company
that otherwise would be made to the Non-Contributing
Member (whether before or after dissolution of the
Company) instead shall be paid to the Lending Member
until the loan and all interest accrued on it have
been paid in full to the Lending Member (with
payments being applied first to accrued and unpaid
interest and then to principal),

(E)      the payment of the loan and
interest accrued on it is secured by a security
interest in the Non-Contributing Member's Membership
Interest, as more fully set forth in Section 4.03(b),
and

(F)      the Lending Member has the right,
in addition to the other rights and remedies granted
to it pursuant to this Agreement or available to it
at Law or in equity, to take any action (including
court proceedings) that the Lending Member may deem
appropriate to obtain payment by the Non-Contributing
Member of the loan and all accrued and unpaid
interest on it, at the cost and expense of the
Non-Contributing Member;

(iii)    exercising the rights of a secured party
under the Uniform Commercial Code of the State of Delaware, as
more fully set forth in Section 4.03(b); or

(iv)     exercising any other rights and remedies
available at Law or in equity.

In addition, the failure to make such contributions shall constitute a Default
by the Non-Contributing Member, and the other Members shall have the rights set
forth in Article 9 with respect to such Default.

(b)      Each Member grants to the Company, and to each
Lending Member with respect to any loans made by the Lending Member to
that Member as a Non-Contributing Member pursuant to Section
4.03(a)(ii), as security, equally and ratably, for the payment of all
Capital Contributions that Member has agreed to make and the payment of
all loans and interest accrued on them made by Lending Members to that
Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a
security interest in and a general lien on its Membership Rights and
the proceeds thereof, all under the Uniform Commercial Code of the
State of Delaware. On any default in the payment of a Capital
Contribution or in the payment of such a loan or interest accrued on
it, the Company or the Lending Member, as applicable, is entitled to
all the rights and remedies of a secured party under the Uniform
Commercial Code of the State of Delaware with respect to the security
interest granted in this Section 4.03(b). Each Member shall execute and
deliver to the Company and the other Members all financing statements
and other instruments that the Lending Member may request to effectuate
and carry out the preceding provisions of this Section 4.03(b). At the
option of a Lending Member, this Agreement or a carbon, photographic,
or other copy hereof may serve as a financing statement.

4.04     LOANS. If the Company does not have sufficient cash to pay its
obligations, any Member(s) that may agree to do so with the consent of the
Management Committee may advance all or part of the needed funds to or on behalf
of the Company. An advance described in this Section 4.04 constitutes a loan
from the Member to the Company, bears interest at a rate determined by the
Management Committee from the date of the advance until the date of payment, and
is not a Capital Contribution.

4.05     RETURN OF CONTRIBUTIONS. Except as expressly provided herein,
a Member is not entitled to the return of any part of its Capital Contributions
or to be paid interest in respect of either its Capital Account or its Capital
Contributions. An unrepaid Capital Contribution is not a liability of the
Company or of any Member. A Member is not required to contribute or to lend any
cash or property to the Company to enable the Company to return any Member's
Capital Contributions.

4.06     CAPITAL ACCOUNTS. A Capital Account shall be established and
maintained for each Member. Each Member's Capital Account shall be increased by
(a) the amount of money contributed by that Member to the Company,

12

(b) the fair market value of property contributed by that Member to the Company
(net of liabilities secured by such contributed property that the Company is
considered to assume or take subject to under Section 752 of the Code), and (c)
allocations to that Member of Company income and gain (or items thereof),
including income and gain exempt from tax and income and gain described in
Treasury Regulation Section 1.704-1(b)(2)(iv)(g), but excluding income and gain
described in Treasury Regulation Section 1.704-1 (b)(4)(i), and shall be
decreased by (d) the amount of money distributed to that Member by the Company,
(e) the fair market value of property distributed to that Member by the Company
(net of liabilities secured by such distributed property that such Member is
considered to assume or take subject to under Section 752 of the Code), (f
allocations to that Member of expenditures of the Company described (or treated
as described) in Section 705(a)(2)(B) of the Code, and (g) allocations of
Company loss and deduction (or items thereof), including loss and deduction
described in Treasury Regulation Section 1.704-1(b)(2)(iv)(g), but excluding
items described in (f) above and loss or deduction described in Treasury
Regulation Section 1.704-1 (b)(4)(i) or 1.704-1 (b)(4)(iii). The Members'
Capital Accounts shall also be maintained and adjusted as permitted by the
provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)(f) and as required
by the other provisions of Treasury Regulation Sections 1.704-1(b)(2)(iv) and
1.704-1(b)(4), including adjustments to reflect the allocations to the Members
of depreciation, depletion, amortization, and gain or loss as computed for book
purposes rather than the allocation of the corresponding items as computed for
tax purposes, as required by Treasury Regulation Section 1,704-1(b)(2)(iv)(g).
Thus, the Members' Capital Accounts shall be increased or decreased to reflect a
revaluation of the Company's property on its books based on the fair market
value of the Company's property on the date of adjustment immediately prior to
(A) the contribution of money or other property to the Company by a new or
existing Member as consideration for a Membership Interest or an increased
Sharing Ratio, (B) the distribution of money or other property by the Company to
a Member as consideration for a Membership Interest, or (C) the liquidation of
the Company. A Member that has more than one Membership Interest shall have a
single Capital Account that reflects all such Membership Interests, regardless
of the class of Membership Interests owned by such Member and regardless of the
time or manner in which such Membership Interests were acquired. Upon the
Disposition of all or a portion of a Membership Interest, the Capital Account of
the Disposing Member that is attributable to such Membership Interest shall
carry over to the Assignee in accordance with the provisions of Treasury
Regulation Section 1.704-1(b)(2)(iv)(l).

ARTICLE 5
DISTRIBUTIONS AND ALLOCATIONS

5.01     DISTRIBUTIONS OR BILLINGS. Distributions to the Members shall
be made only to all simultaneously in proportion to their respective Sharing
Ratios (at the time the amounts of such distributions are determined), and
distributions shall be made only in such aggregate amounts and at such times as
shall be determined by the Management Committee and as are permitted by the Loan
Documents. When so permitted, the Management Committee shall endeavor to
distribute to the Members, on or before the last day of each calendar month, or
more often if approved by the Management Committee, the estimated amount of any
cash available for such calendar month (net of any adjustments, if any, made to
reflect the actual cash available for the preceding calendar month). Any cash in
excess of the Working Capital Requirements shall be distributed to the Members.

5.02     DISTRIBUTIONS ON DISSOLUTION AND WINDING UP. Upon the
dissolution and winding up of the Company, after adjusting the Capital Accounts
for all distributions made under Section 5.01 and all allocations under Article
5, all available proceeds distributable to the Members as determined under
Section 11.02 shall be distributed to all of the Members to the extent of the
Members' positive Capital Account balances.

5.03     ALLOCATIONS.

(a)      For purposes of maintaining the Capital Accounts
pursuant to Section 4.06 and for income tax purposes, except as
provided in Section 5.03(b), each item of income, gain, loss, deduction
and credit of the Company shall be allocated to the Members in
accordance with their Sharing Ratios.

(b)      For income tax purposes, income, gain, loss, and
deduction with respect to property contributed to the Company by a
Member or revalued pursuant to Treasury Regulation Section 1.704-
1(b)(2)(iv)(f) shall be allocated among the Members in a manner that
takes into account the variation between the adjusted tax basis of such
property and its book value, as required by Section 704(c) of the Code
and Treasury Regulation Section 1.704-1(b)(4)(i), using the remedial
allocation method permitted by Treasury Regulation Section 1.704-3(d).

13

5.04     VARYING INTERESTS. All items of income, gain, loss, deduction
or credit shall be allocated, and all distributions shall be made, to the
Persons shown on the records of the Company to have been Members as of the last
calendar day of the period for which the allocation or distribution is to be
made. Notwithstanding the foregoing, if during any taxable year there is a
change in any Member's Sharing Ratio, the Members agree that their allocable
shares of such items for the taxable year shall be determined on any method
determined by the Management Committee to be permissible under Code Section 706
and the related Treasury Regulations to take account of the Members' varying
Sharing Ratios.

ARTICLE 6
MANAGEMENT

6.01     MANAGEMENT BY MEMBERS. Except as described below in Sections
6.03 and 6.05, the management of the Company is fully vested in the Members,
acting exclusively in their membership capacities. When the Company has only one
Member, that Member shall exercise its management prerogative by written consent
when necessary. When the Company has more than one Member, the balance of this
Section and Section 6.02 shall apply. To facilitate the orderly and efficient
management of the Company, the Members shall act (a) collectively as a
"committee of the whole" pursuant to Section 6.02 or (b) through the delegation
from time to rime of certain responsibility and authority to particular Members
pursuant to Section 6.05. No Member has the right, power or authority to act for
or on behalf of the Company, to do any act that would be binding on the Company,
or to incur any expenditures on behalf of the Company, except in accordance with
the immediately preceding sentence. Decisions or actions taken in accordance
with the provisions of this Agreement shall constitute decisions or actions by
the Company and shall be binding on each Member, Representative, Officer and
employee of the Company.

6.02     MANAGEMENT COMMITTEE. The Members shall act collectively
through meetings as a "committee of the whole," which is hereby named the
"Management Committee." The Management Committee shall conduct its affairs in
accordance with the following provisions and the other provisions of this
Agreement:

(a)      REPRESENTATIVES.

(i)      DESIGNATION. To facilitate the orderly and
efficient conduct of Management Committee meetings, each
Member shall notify the other Members, from time to time, of
the identity of two of its officers, employees or agents who
will represent it at such meetings (each a "Representative").
In addition, each Member may (but shall have not obligation
to) notify the other Members, from time to time, of the
identity of other officers, employees or agents who will
represent it at any meeting that the Member's Representatives
are unable to attend (each an "Alternate Representative").
(The term "Representative" shall also refer to any Alternate
Representative that is actually performing the duties of the
applicable Representative.). The initial Representatives of
each Member are set forth on Exhibit A. A Member may designate
different Representatives or Alternate Representatives for any
meeting of the Management Committee by notifying each of the
other Members at least three Business Days prior to the
scheduled date for such meeting; provided, however, that if
giving such advance notice is not feasible, then such new
Representatives or Alternate Representatives shall present
written evidence of their authority at the commencement of
such meeting.

(ii)     AUTHORITY. Each Representative shall have
the full authority to act on behalf of the Member that
designated such Representative; the action of a Representative
at a meeting (or through a written consent) of the Management
Committee shall bind the Member that designated such
Representative; and the other Members shall be entitled to
rely upon such action without further inquiry or investigation
as to the actual authority (or lack thereof) of such
Representative. In addition, the act of an Alternate
Representative shall be deemed the act of the Representative
for which such Alternate Representative is acting, without the
need to produce evidence of the absence or unavailability of
such Representative.

(iii)    DISCLAIMER OF DUTIES; INDEMNIFICATION. EACH
REPRESENTATIVE SHALL REPRESENT, AND OWE DUTIES TO, ONLY THE
MEMBER

14

THAT DESIGNATED SUCH REPRESENTATIVE (THE NATURE AND EXTENT OF
SUCH DUTIES BEING AN INTERNAL CORPORATE AFFAIR OF SUCH
MEMBER), AND NOT TO THE COMPANY, ANY OTHER MEMBER OR
REPRESENTATIVE, OR ANY OFFICER OR EMPLOYEE OF THE COMPANY. THE
PROVISIONS OF SECTION 6.05 SHALL ALSO INURE TO THE BENEFIT OF
EACH MEMBER'S REPRESENTATIVES. THE COMPANY SHALL INDEMNIFY,
PROTECT, DEFEND, RELEASE AND HOLD HARMLESS EACH REPRESENTATIVE
FROM AND AGAINST ANY CLAIMS ASSERTED BY OR ON BEHALF OF ANY
PERSON (INCLUDING ANOTHER MEMBER), OTHER THAN THE MEMBER THAT
DESIGNATED SUCH REPRESENTATIVE, THAT ARISE OUT OF, RELATE TO
OR ARE OTHERWISE ATTRIBUTABLE TO, DIRECTLY OR INDIRECTLY, SUCH
REPRESENTATIVE'S SERVICE ON THE MANAGEMENT COMMITTEE, OTHER
THAN SUCH CLAIMS ARISING OUT OF THE FRAUD OR WILLFUL
MISCONDUCT OF SUCH REPRESENTATIVE.

(iv)     ATTENDANCE. Each Member shall use all
reasonable efforts to cause its Representatives or Alternate
Representatives to attend each meeting of the Management
Committee, unless its Representatives are unable to do so
because of a "force majeure" event or other event beyond his
reasonable control, in which event such Member shall use all
reasonable efforts to cause its Representatives or Alternate
Representatives to participate in the meeting by telephone
pursuant to Section 6.02(h).

(b)      CHAIRMAN AND SECRETARY. One of the Representatives
will be designated as Chairman of the Management Committee, in
accordance with this Section 6.02(b), to preside over meetings of the
Management Committee. The Management Committee shall also designate a
Secretary of the Management Committee, who need not be a
Representative.

(c)      PROCEDURES. The Secretary of the Management Committee
shall maintain written minutes of each of its meetings, which shall be
submitted for approval no later than the next regularly-scheduled
meeting. The Management Committee may adopt whatever rules and
procedures relating to its activities as it may deem appropriate,
provided that such rules and procedures shall not be inconsistent with
or violate the provisions of this Agreement.

(d)      TIME AND PLACE OF MEETINGS. The Management Committee
shall meet quarterly, subject to more or less frequent meetings upon
approval of the Management Committee. Notice of, and an agenda for, all
Management Committee meetings shall be provided by the Chairman to all
Manager Members at least ten Days prior to the date of each meeting,
together with proposed minutes of the previous Management Committee
meeting (if such minutes have not been previously ratified). Special
meetings of the Management Committee may be called at such times, and
in such manner, as any Member deems necessary. Any Member calling for
any such special meeting shall notify the Chairman, who in turn shall
notify all Members of the date and agenda for such meeting at least ten
Days prior to the date of such meeting. Such ten-day period may be
shortened by the Management Committee. All meetings of the Management
Committee shall be held at a location designated by the Chairman.
Attendance of a Member at a meeting of the Management Committee shall
constitute a waiver of notice of such meeting, except where such Member
attends the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not
lawfully called or convened.

(e)      QUORUM. The presence of one Representative designated
by each Member shall constitute a quorum for the transaction of
business at any meeting of the Management Committee.

(f)      VOTING. Except as provided otherwise in this
Agreement, (i) voting at any meeting of the Management Committee shall
be according to the Members' respective Sharing Ratios, and (ii) the
affirmative vote of Members holding a majority of the Sharing Ratios
shall constitute the act of the Management Committee.

(g)      ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at a meeting of the Management Committee may be
taken without a meeting, without prior notice, and without a vote if a
consent or consents in writing, setting forth the action so taken, is
signed by Members that could have taken the action

15

at a meeting of the Management Committee at which all Members entitled
to vote on the action were represented and voted.

(h)      MEETINGS BY TELEPHONE. Members may participate in and
hold such meeting by means of conference telephone, video conference or
similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at such meeting, except
where a Member participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

(i)      SUBCOMMITTEES. The Management Committee may create
such subcommittees, delegate to such subcommittees such authority and
responsibility, and rescind any such delegations, as it may deem
appropriate.

(j)      OFFICERS. The initial Officers of the Company are
designated on Exhibit A, along with their respective titles. The
Management Committee may designate one or more Persons to be Officers
of the Company to replace any of the initially designated Officers upon
their resignation or removal by the Management Committee. Any Officers
so designated in accordance with either of the forgoing two sentences
shall have such titles and, subject to the other provisions of this
Agreement, have such authority and perform such duties as the
Management Committee may specifically delegate to them and shall serve
at the pleasure of the Management Committee.

6.3      DELEGATION TO PARTICULAR MEMBER. The Company's sole Member, or
the Management Committee may delegate to one or more Members such authority and
duties as the Management Committee may deem advisable. Decisions or actions
taken by any such Member in accordance with the provisions of this Agreement
shall constitute decisions or actions by the Company and shall be binding on
each Member, Representative, Officer and employee of the Company. Any delegation
pursuant to this Section 6.03 may be revoked at any time by the delegating
entity. With respect to duties discharged hereunder by a Member (a) such Member
may discharge such duties through the personnel of a Affiliate of such Member,
and (b) unless the Members otherwise agree, the Company shall compensate such
Member (or its Affiliate, as applicable) for the performance of such duties in
an amount equal to the man-hours expended by the personnel of such Member (or
its Affiliate) multiplied by the applicable rate(s) shown on Exhibit B (which
rates each shall escalate on the first day of each calendar year during the term
hereof by an amount which is 5% of the rate applicable during the prior calendar
year), and shall reimburse such Member for all out of pocket costs incurred by
such Member in discharging such duties. In addition, prior to performing any
such duties, the performing Member shall provide to the other Member for
approval an estimate of man-hours and types of personnel required to perform the
delegated duties and a schedule for the performance of the delegated duties and
for other costs associated therewith, and shall promptly inform the other Member
of any variance from the budget or schedule.

6.4      AFFILIATE AGREEMENTS; CONFLICTS OF INTEREST.

(a)      Subject to Section 6.04(b) below, the Members agree
that the Company shall enter into the following agreements with the
Members' Affiliates:

(i)      the Corporate Services Agreement.

(b)      The terms of such agreements shall be subject to the
unanimous approval of the Management Committee.

(c)      Subject to any other agreement between the Members
(and their respective Affiliates, as applicable), a Member or an
Affiliate of a Member may engage in and possess interests in other
business ventures of any and every type and description, independently
or with others, including ones in competition with the Company, with no
obligation to offer to the Company, any other Member or any Affiliate
of another Member the right to participate therein. Subject to, and in
addition to, Section 6.05(a), the Company may transact business with
any Member or Affiliate thereof, provided the terms of those
transactions are approved by the Management Committee or expressly
contemplated by this Agreement. Without limiting the generality of the
foregoing, the Members recognize and agree that they and their
respective Affiliates currently engage in certain activities involving
the generation, transmission, distribution, marketing and trading of
electricity and other energy products (including futures, options,
swaps, exchanges of future positions for physical deliveries

16

and commodity trading), and the gathering, processing, storage and
transportation of such products, as well as other commercial activities
related to such products, and that these and other activities by
Members and their Affiliates may be made possible or more profitable by
reason of the Company's activities (herein referred to as "Outside
Activities"). The Members agree that (i) no Member or Affiliate of a
Member shall be restricted in its right to conduct, individually or
jointly with others, for its own account any Outside Activities, and
(ii) no Member or its Affiliates shall have any duty or obligation,
express or implied, to account to, or to share the results or profits
of such Outside Activities with, the Company, any other Member or any
Affiliate of any other Member, by reason of such Outside Activities.

6.05     UNANIMOUS CONSENT REQUIRED FOR CERTAIN ACTION. Any other
provision of this Agreement to the contrary notwithstanding, the unanimous
consent of the Members, and at least one Independent Member, shall be required
to:

(a)      File a bankruptcy or insolvency petition or otherwise
institute insolvency proceedings with respect to the Company, or take
any action that would result in such an event occurring with respect to
any Owner Entity.

(b)      Cause the dissolution, liquidation, consolidation,
merger or sale of substantially all of the assets of the Company or any
Owner Entity.

(c)      Cause or permit the Company to engage in any other
activity other than those set forth in Section 2.04.

(d)      Amend this Agreement in any manner that would have a
material adverse impact on any creditor of the Company.

6.6      CERTAIN ACTIONS PROHIBITED. So long as the Company has any
indebtedness outstanding, (a) the Company shall not be dissolved, liquidated,
consolidated or merged with any other entity, nor shall this Agreement be
amended in any manner that would have a material adverse impact on the holders
of such indebtedness, and (b) notwithstanding the failure of the Members to
continue the existence of the Company as provided in Section 2.06 during such
period, no action shall be taken by the Company or any of the Members shall
cause any collateral for such indebtedness to be liquidated or that would
adversely affect the rights of the holders of such indebtedness or their agents
to exercise their rights under any security documents relating thereto or to
retain such collateral until such indebtedness is paid in full or otherwise
completely discharged.

6.7      DISCLAIMER OF DUTIES AND LIABILITIES.

(a)      NO MEMBER SHALL OWE ANY DUTY (INCLUDING ANY FIDUCIARY
DUTY) TO THE OTHER MEMBERS OR TO THE COMPANY, OTHER THAN THE DUTIES
THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b)      NO MEMBER SHALL BE LIABLE (WHETHER IN CONTRACT, TORT
OR OTHERWISE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES).

(c)      THE OBLIGATIONS OF THE MEMBERS UNDER THIS AGREEMENT
ARE OBLIGATIONS OF THE MEMBERS ONLY, AND NO RECOURSE SHALL BE AVAILABLE
AGAINST ANY OFFICER, DIRECTOR OR AFFILIATE OF ANY MEMBER, EXCEPT AS
PERMITTED UNDER APPLICABLE LAW.

6.08     INDEMNIFICATION. Each Member shall indemnify, protect, defend,
release and hold harmless each other Member, and such other Member's
Representatives, Affiliates, and their respective directors, officers, employees
and agents from and against any Claims asserted by or on behalf of any Person
(including another Member) that arise out of, relate to or are otherwise
attributable to, directly or indirectly, a breach by the indemnifying Member of
this Agreement, or the negligence, gross negligence or willful misconduct of the
indemnifying Member in connection with the Project or this Agreement; provided,
however, that this Section 6.05 shall not apply to any Claim or other matter for
which a Member (or its Representative) has no liability or duty, or is
indemnified or released, pursuant to Section 6.02(a)(iii), 6.07 or 6.08.

17

ARTICLE 7
TAXES

7.01     TAX RETURNS. The Tax Matters Member shall prepare and timely
file (on behalf of the Company) all federal, state and local tax returns
required to be filed by the Company. Each Member shall furnish to the Tax
Matters Member all pertinent information in its possession relating to the
Company's operations that is necessary to enable the Company's tax returns to be
timely prepared and filed. The Company shall bear the costs of the preparation
and filing of its returns.

7.02     TAX ELECTIONS. The Company shall make the following elections
on the appropriate tax returns:

(a)      to adopt as the Company's fiscal year the calendar
year;

(b)      to adopt the accrual method of accounting;

(c)      if a distribution of the Company's property as
described in Code Section 734 occurs or upon a transfer of Membership
Interest as described in Code Section 743 occurs, on request by notice
from any Member, to elect, pursuant to Code Section 754, to adjust the
basis of the Company's properties;

(d)      to elect to amortize the organizational expenses of
the Company ratably over a period of 60 months as permitted by Section
709(b) of the Code; and

(e)      any other election the Management Committee may deem
appropriate.

Neither the Company nor any Member shall make an election for the Company to be
excluded from the application of the provisions of subchapter K of chapter 1 of
subtitle A of the Code or any similar provisions of applicable state law and no
provision of this Agreement (including Section 2.07) shall be construed to
sanction or approve such an election.

7.03     TAX MATTERS MEMBER.

(a)      NRG shall be the "tax matters partner" of the Company
pursuant to Section 6231 (a)(7) of the Code (the "Tax Matters
Member"). At the request of each other Member, the Tax Matters Member
shall take such action as may be necessary to cause, to the extent
possible, such other Member to become a "notice partner" within the
meaning of Section 6223 of the Code. The Tax Matters Member shall
inform each other Member of all significant matters that may come to
its attention in its capacity as Tax Matters Member by giving notice
thereof on or before the fifth Business Day after becoming aware
thereof and, within that time, shall forward to each other Member
copies of all significant written communications it may receive in that
capacity.

(b)      The Tax Matters Member shall take no action without
the authorization of the Management Committee, other than such action
as may be required by Law. Any cost or expense incurred by the Tax
Matters Member in connection with its duties, including the preparation
for or pursuance of administrative or judicial proceedings, shall be
paid by the Company.

(c)      The Tax Matters Member shall not enter into any
extension of the period of limitations for making assessments on behalf
of the Members without first obtaining the consent of the Management
Committee. The Tax Matters Member shall not bind any Member to a
settlement agreement without obtaining the consent of such Member. Any
Member that enters into a settlement agreement with respect to any
Company item (as described in Code Section 6231(a)(3)) shall notify the
other Members of such settlement agreement and its terms within 90 Days
from the date of the settlement.

(d)      No Member shall file a request pursuant to Code
Section 6227 for an administrative adjustment of Company items for any
taxable year without first notifying the other Members. If the
Management Committee consents to the requested adjustment, the Tax
Matters Member shall file the request for the administrative adjustment
on behalf of the Members. If such consent is not obtained within 30
Days

18

from such notice, or within the period required to timely file the
request for administrative adjustment, if shorter, any Member,
including the Tax Matters Member, may file a request for administrative
adjustment on its own behalf. Any Member intending to file a petition
under Code Sections 6226, 6228 or other Code Section with respect to
any item involving the Company shall notify the other Members of such
intention and the nature of the contemplated proceeding. In the case
where the Tax Matters Member is the Member intending to file such
petition on behalf of the Company, such notice shall be given within a
reasonable period of time to allow the other Members to participate in
the choosing of the forum in which such petition will be filed.

(e)      If any Member intends to file a notice of
inconsistent treatment under Code Section 6222(b), such Member shall
give reasonable notice under the circumstances to the other Members of
such intent and the manner in which the Member's intended treatment of
an item is (or may be) inconsistent with the treatment of that item by
the other Members.

ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

8.01     Maintenance of Books.

(a)      The Management Committee shall keep or cause to be
kept at the principal office of the Company or at such other location
approved by the Management Committee complete and accurate books and
records of the Company, supporting documentation of the transactions
with respect to the conduct of the Company's business and minutes of
the proceedings of its Members and the Management Committee, and any
other books and records that are required to be maintained by
applicable Law.

(b)      The books of account of the Company shall be (i)
maintained on the basis of a fiscal year that is the calendar year,
(ii) maintained on an accrual basis in accordance with generally
accepted accounting principles, consistently applied, and (iii) audited
by the Certified Public Accountants at the end of each calendar year.

8.02     Reports.

(a)      With respect to each calendar year, the Management
Committee shall prepare and deliver to each Member:

(i)      Within 120 Days after the end of such
calendar year, a profit and loss statement and a statement of
cash flows for such year, a balance sheet and a statement of
each Member's Capital Account as of the end of such year,
together with a report thereon of the Certified Public
Accountants; and

(ii)     Such federal, state and local income tax
returns and such other accounting, tax information and
schedules as shall be necessary for the preparation by each
Member on or before July 15 following the end of each calendar
year of its income tax return with respect to such year.

(b)      Within 15 Business Days after the end of each
calendar month, the Management Committee shall cause to be prepared and
delivered to each Member, with an appropriate certificate of the Person
authorized to prepare the same (provided that the Management Committee
may change the financial statements required by this Section 8.02(b) to
a quarterly basis or may make such other change therein as it may deem
appropriate):

(i)      A profit and loss statement and a statement
of cash flows for such month (including sufficient information
to permit the Members to calculate their tax accruals), for
the portion of the calendar year then ended;

(ii)     A balance sheet and a statement of each
Member's Capital Account as of the end of such month and the
portion of the calendar year then ended; and

19

(iii)    A statement comparing the actual financial
status and results of the Company as of the end of or for such
month and the portion of the calendar year then ended with the
budgeted or forecasted status and results as of the end of or
for such respective periods.

(c)      The Management Committee shall also cause to be
prepared and delivered to each Member such other reports, forecasts,
studies, budgets and other information as the Management Committee may
request from time to time.

8.03     BANK ACCOUNTS. Funds of the Company shall be deposited in such
banks or other depositories as shall be designated from time to time by the
Management Committee. All withdrawals from any such depository shall be made
only as authorized by the Management Committee and shall be made only by check,
wire transfer, debit memorandum or other written instruction.

ARTICLE 9
BUYOUT OPTION

9.01     BUYOUT EVENTS. This Article 9 shall apply to any of the
following events (each a "Buyout Event"):

(a)      a Member shall dissolve or become Bankrupt; or

(b)      a Member shall commit a Default.

In each case, the Member with respect to whom a Buyout Event has occurred is
referred to herein as the "Affected Member."

9.02     PROCEDURE. If a Buyout Event occurs and is not cured within 30
Business Days of the Affected Member's receipt of notice thereof from another
Member (or such shorter period (not less than 10 Business Days) as may be
reasonable under the circumstances and set forth in such notice), then each of
the other Members shall have the option to acquire the Membership Interest of
the Affected Member (or to cause it to be acquired by a third party designated
by the other Members), in accordance with procedures that are substantively
equivalent to those set forth in Section 3.03(b)(iii) (and with the Members
exercising such preferential right also being referred to herein as "Purchasing
Members").

9.03     PURCHASE PRICE. The purchase price for a Membership Interest
being purchased pursuant to this Article 9 (the "Purchase Price") shall be
determined in the following manner. The Affected Member and the Purchasing
Members shall attempt to agree upon the fair market value of the applicable
Membership Interest and the terms and method of payment of such amount. If those
Members do not reach such agreement on or before the 30th Day following the
exercise of the option, any such Member, by notice to the others, may require
the determination of fair market value and the terms and method of payment to be
made by the Arbitrator pursuant to Article 10.

9.04     CLOSING. If an option to purchase is exercised in accordance
with the other provisions of this Article 9, the closing of such purchase shall
occur on the 30th Day after the determination of the Fair Market Value pursuant
to Section 9.03 (or, if later, the fifth Business Day after the receipt of all
applicable regulatory and governmental approvals to the purchase), and shall be
conducted in a manner substantively equivalent to that set forth in Section
3.03.

9.05     TERMINATED MEMBER. Upon the occurrence of a closing under
Section 9.04, the following provisions shall apply to the Affected Member (now a
"Terminated Member"):

(a)      The Terminated Member shall cease to be a Member
immediately upon the occurrence of the closing.

(b)      As the Terminated Member is no longer a Member, it
will no longer be entitled to receive any distributions (including
liquidating distributions) or allocations from the Company, and neither
it nor its Representative shall be entitled to exercise any voting or
consent rights or to receive any further information (or access to
information) from the Company.

(c)      The Terminated Member must pay to the Company all
amounts owed to it by such Member.

20

(d)      The Terminated Member shall remain obligated for all
liabilities it may have under this Agreement or otherwise with respect
to the Company that accrue prior to the closing.

(f)      The Sharing Ratio of the Terminated Member shall be
allocated among the purchasing Members in the proportion of the total
Purchase Price paid by each.

ARTICLE 10
DISPUTE RESOLUTION

10.01    DISPUTES. This Article 10 shall apply to any dispute arising
under or related to this Agreement (whether arising in contract, tort or
otherwise, and whether arising at law or in equity), including (a) any dispute
regarding the construction, interpretation, performance, validity or
enforceability of any provision of this Agreement or whether any Person is in
compliance with, or breach of, any provisions of this Agreement, and (b) the
applicability of this Article 10 to a particular dispute. Notwithstanding the
foregoing, this Article 10 shall not apply to any matters that, pursuant to the
provisions of this Agreement, are to be resolved by a vote of the Members
(including through the Management Committee); provided, however, that if a vote,
approval, consent, determination or other decision must, under the terms of this
Agreement, be made (or withheld) in accordance with a standard other than Sole
Discretion (such as a reasonableness standard), then the issue of whether such
standard has been satisfied may be a dispute to which this Article 10 applies.
Any dispute to which this Article 10 applies is referred to herein as a
"Dispute." With respect to a particular Dispute, each Member that is a party to
such Dispute is referred to herein as a "Disputing Member." The provisions of
this Article 10 shall be the exclusive method of resolving Disputes.

10.02    NEGOTIATION TO RESOLVE DISPUTES. If a Dispute arises, either
Disputing Member may initiate the dispute-resolution procedures of this Article
10 by delivering a notice (a "Dispute Notice") to the other Disputing Members.
Within 10 Days of delivery of a Dispute Notice, each Disputing Member shall
designate a representative, and such representatives shall promptly meet
(whether by phone or in person) in a good faith attempt to resolve the Dispute.
If such representatives can resolve the Dispute, such resolution shall be
reported in writing and shall be binding upon the Disputing Members. If such
representatives are unable to resolve the Dispute within 30 Days following the
delivery of the Dispute Notice (or such other period as such representatives may
agree), or if a Disputing Member fails to appoint a representative within 10
Days of delivery following the delivery of the Dispute Notice, then any
Disputing Member may take such Dispute to litigation.

ARTICLE 11
DISSOLUTION, WINDING-UP AND TERMINATION

11.01    DISSOLUTION. The Company shall dissolve and its affairs shall
be wound up on the first to occur of the following events (each a "Dissolution
Event"):

(a)      the unanimous consent of the Members; or

(b)      entry of a decree of judicial dissolution of the
Company under Section 18-802 of the Act.

11.02    WINDING- UP AND TERMINATION.

(a)      On the occurrence of a Dissolution Event, the
Management Committee shall select one Member to act as liquidator. The
liquidator shall proceed diligently to wind up the affairs of the
Company and make final distributions as provided herein and in the Act.
The costs of winding up shall be borne as a Company expense. Until
final distribution, the liquidator shall continue to operate the
Company properties with all of the power and authority of the Members.
The steps to be accomplished by the liquidator are as follows:

(i)      as promptly as possible after dissolution
and again after final winding up, the liquidator shall cause a
proper accounting to be made by a recognized firm of certified
public

21

accountants of the Company's assets, liabilities, and
operations through the last calendar day of the month in which
the dissolution occurs or the final winding up is completed,
as applicable;

(ii)     the liquidator shall discharge from Company
funds all of the Indebtedness and other debts, liabilities and
obligations of the Company (including all expenses incurred in
winding up and any loans described in Section 4.03) or
otherwise make adequate provision for payment and discharge
thereof (including the establishment of a cash escrow fund for
contingent liabilities in such amount and for such term as the
liquidator may reasonably determine); and

(iii)    all remaining assets of the Company shall be
distributed to the Members as follows:

(A)      the liquidator may sell any or all
Company property, including to Members, and any
resulting gain or loss from each sale shall be
computed and allocated to the Capital Accounts of the
Members in accordance with the provisions of Article
5;

(B)      with respect to all Company
property that has not been sold, the fair market
value of that property shall be determined and the
Capital Accounts of the Members shall be adjusted to
reflect the manner in which the unrealized income,
gain, loss, and deduction inherent in property that
has not been reflected in the Capital Accounts
previously would be allocated among the Members if
there were a taxable disposition of that property for
the fair market value of that property on the date of
distribution; and

(C)      Company property (including cash)
shall be distributed among the Members in accordance
with Section 5.02; and those distributions shall be
made by the end of the taxable year of the Company
during which the liquidation of the Company occurs
(or, if later, 90 Days after the date of the
liquidation).

(b)      The distribution of cash or property to a Member in
accordance with the provisions of this Section 11.02 constitutes a
complete return to the Member of its Capital Contributions and a
complete distribution to the Member of its Membership Interest and all
the Company's property and constitutes a compromise to which all
Members have consented pursuant to Section 18-502(b) of the Act. To the
extent that a Member returns funds to the Company, it has no claim
against any other Member for those funds.

11.03    DEFICIT CAPITAL ACCOUNTS. No Member will be required to pay to
the Company, to any other Member or to any third party any deficit balance that
may exist from time to time in the Member's Capital Account.

11.04    CERTIFICATE OF CANCELLATION. On completion of the distribution
of Company assets as provided herein, the Members (or such other Person or
Persons as the Act may require or permit) shall file a certificate of
cancellation with the Secretary of State of Delaware, cancel any other filings
made pursuant to Section 2.05, and take such other actions as may be necessary
to terminate the existence of the Company. Upon the filing of such certificate
of cancellation, the existence of the Company shall terminate (and the Term
shall end), except as may be otherwise provided by the Act or other applicable
Law.

ARTICLE 12
GENERAL PROVISIONS

12.01    OFFSET. Whenever the Company is to pay any sum to any Member,
any amounts that Member owes the Company may be deducted from that sum before
payment.

12.02    NOTICES. Except as expressly set forth to the contrary in this
Agreement, all notices, requests or consents provided for or permitted to be
given under this Agreement must be in writing and must be delivered to the
recipient in person, by courier or mail or by facsimile or other electronic
transmission. A notice, request or consent given under this Agreement is
effective on receipt by the Member to receive it; provided, however, that a
facsimile or other electronic transmission that is transmitted after the normal
business hours of the recipient shall be deemed effective on the next Business
Day. All notices, requests and consents to be sent to a Member must be sent to
or made at the addresses given for that Member on Exhibit A or in the instrument
described in Section 3.03(b)(iv)(A)(II) or 3.04, or

22

such other address as that Member may specify by notice to the other Members.
Any notice, request or consent to the Company must be given to all of the
Members. Whenever any notice is required to be given by Law, the Delaware
Certificate or this Agreement, a written waiver thereof, signed by the Person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.

12.03    ENTIRE AGREEMENT; SUPERSEDING EFFECT. This Agreement
constitutes the entire agreement of the Members and their Affiliates relating to
the Company and the transactions contemplated hereby and supersedes all
provisions and concepts contained in all prior contracts or agreements between
the Members or any of their Affiliates with respect to the Company and the
transactions contemplated hereby, whether oral or written, except for the
Preliminary Agreement as specifically provided herein, and for liabilities
accrued under the Preliminary Agreement.

12.04    PRESS RELEASES. Each Member agrees that it shall not (and
shall cause its Affiliates not to), without the other Members' consent, issue a
press release or have any contact with or respond to the news media with any
sensitive or Confidential Information, except as required by securities or
similar laws applicable to a Member and its Affiliates. Any press release by a
Member or its Affiliates with respect to any sensitive or Confidential
Information shall be subject to review and approval by the other Party, which
approval shall not be unreasonably withheld.

12.05    EFFECT OF WAIVER OR CONSENT. Except as otherwise provided in
this Agreement, a waiver or consent, express or implied, to or of any breach or
default by any Member in the performance by that Member of its obligations with
respect to the Company is not a consent or waiver to or of any other breach or
default in the performance by that Member of the same or any other obligations
of that Member with respect to the Company. Except as otherwise provided in this
Agreement, failure on the part of a Member to complain of any act of any Member
or to declare any Member in default with respect to the Company, irrespective of
how long that failure continues, does not constitute a waiver by that Member of
its rights with respect to that default until the applicable
statute-of-limitations period has run.

12.06    AMENDMENT OR RESTATEMENT. This Agreement or the Delaware
Certificate may be amended or restated only by a written instrument executed
(or, in the case of the Delaware Certificate, approved) by all of the Members.

12.07    BINDING EFFECT. Subject to the restrictions on Dispositions
set forth in this Agreement, this Agreement is binding on and shall inure to the
benefit of the Members and their respective successors and permitted assigns.

12.08    GOVERNING LAW; SEVERABILITY. This Agreement is governed by and
shall be construed in accordance with the Law of the state of Delaware,
excluding any conflict-of-laws rule or principle that might refer the governance
or the construction of this agreement to the Law of another jurisdiction. In the
event of a direct conflict between the provisions of this Agreement and any
mandatory, non-waivable provision of the Act, such provision of the Act shall
control. If any provision of the Act provides that it may be varied or
superseded in a limited liability company agreement (or otherwise by agreement
of the members or managers.

NRG Energy, Inc.

By: /s/ Craig A. Mataczynski
------------------------
Name:   Craig A. Mataczynski
Title   Senior Vice President

23

EXHIBIT A

Member             Capital Contribution            Membership Units        Percentage Ownership
------             --------------------            ----------------        --------------------

NRG Energy, Inc.         $1,000.00                       1,000                       100%

Designated Representatives to Management Committee:

Craig A. Mataczynski, Chairman
F. Reed Wills

Initial Officers:

Craig A. Mataczynski          President
F. Reed Wills                 Vice President
Brian B. Bird                 Treasurer
David T. Fisfis               Secretary
Kathryn J. Osteraas           Assistant Secretary

24

EXHIBIT 3.21

CERTIFICATE OF LIMITED PARTNERSHIP

The undersigned General Partner, who desires to from a limited
partnership, certifies that:

1.       The name of the partnership is Duke Energy Kaufman, L.P.

2.       The address of the partnership's registered office is 1209 Orange
Street, Wilmington, Delaware 19801.

3.       The name of the partnership's registered agent for service of process
is The Corporation Trust Company.

4.       The address of the agent is 1209 Orange Street, Wilmington, Delaware
19801.

5.       The address of the principal office where records that are required to
be kept will be kept or made available is 5400 Westheimer Court, Houston, Texas
77056-5310.

6.       The name, mailing address and street address of the business or
residence of the general partner is as follows:

Name:                            Duke Energy Kaufman, Inc.

Mailing Address:                 P.O. Box 1642
Houston, Texas 77251-1642

Street Address:                  5400 Westheimer Court
Houston, Texas 77056-5310

7.       This certificate of limited partnership shall be effective on the date
of filing with the Secretary of State.

Duke Energy Kaufman, Inc.

By: /s/ Larry A. Wall, Jr
----------------------------
Name: Larry A. Wall, Jr.
Title: Vice President

CONSENT TO USE OF NAME

Duke Energy Kaufman, Inc., a corporation organized under the laws of
the State of Delaware, hereby consents to the formation of Duke Energy Kaufman,
L.P. in the State of Delaware.

IN WITNESS WHEREOF, the said Duke Energy Kaufman, Inc,. has caused this
consent to be executed by its Vice President, Secretary and General Counsel and
attested under its corporate seal by its Assistant Secretary, this 24th day of
May, 1999.

DUKE ENERGY KAUFMAN, INC.

By: /s/ Brent C. Bailey
----------------------------
Name:  Brent C. Bailey
Title: Vice President, Secretary and
General Counsel

Attest:

/s/ Beverly J. Fite
------------------------------------
Beverly J. Fite, Assistant Secretary

(SEAL)

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
DUKE ENERGY KAUFMAN, L.P.

The undersigned hereby desires to amend the Certificate of Limited
Partnership of Duke Energy Kaufman, L.P. pursuant to the provisions of Section
17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware,
and hereby certifies as follow:

1.       The name of the Limited Partnership is Duke Energy Kaufman,
L.P.

2.       Number 1. of the Certificate of Limited Partnership shall be
amended to read as follows:

"The name of the partnership is KAUFMAN COGEN LP"

3.       Number 5. of Certificate of Limited Partnership shall be
amended to read as follows:

"The address of the principal office where records that are required to
be kept will be kept or made available is 901 Marquette Avenue, Suit
2300, Minneapolis, MN 55402"

4.       Number 6. of the Certificate of Limited Partnership shall be
amended to read as follows:

"The name and mailing address of the business of the general partner is
as follows:

"Name:                  NRG Kaufman LLC

Mailing Address         901 Marquette Avenue
Suite 2300
Minneapolis, MN 55402
Attn: Kathy Osteraas"

IN WITNESS WHEREOF, the undersigned executed this Amendment to the
Certificate of Limited Partnership on this 18th day of December 2000.

DUKE ENERGY KAUFMAN, INC.,
the general partner

By:   /s/ Madeline A. Coblenz
--------------------------
Name:  Madeline A. Coblenz
Title: Assistant Secretary

NRG KAUFMAN LLC, the new general partner as
of the filing of this Amendment

By:    /s/ Kathryn J. Osteraas
-------------------------------------
Name:  Kathryn J. Osteraas
Title: Assistant Secretary

EXHIBIT 3.22

AGREEMENT OF LIMITED PARTNERSHIP
OF
DUKE ENERGY KAUFMAN, L.P.

THIS AGREEMENT OF LIMITED PARTNERSHIP ("Agreement") is made as of the
24th day of May, 1999, by and between Duke Energy Kaufman, Inc., a Delaware
corporation (the "General Partner"), and Duke Energy Mesquite, Inc., a Delaware
corporation (the "Limited Partner"). The General Partner and the Limited Partner
are sometimes collectively referred to as the "Partners." or singularly as a
"Partner".

WHEREAS, the Partners desire to form a limited partnership under the
laws of the State of Delaware.

WHEREAS, the Partners desire to enter into an agreement of limited
partnership in which the General Partner will be the sole general partner and
the Limited Partner will be the sole limited partner.

NOW, THEREFORE, in consideration of the mutual promises made in this
Agreement, and other valuable consideration, the Partners agree as follows:

ARTICLE I
FORMATION OF PARTNERSHIP

Section 1.1 Formation. The Partners hereby enter into and form a
limited partnership (the "Partnership") for the purposes set forth in this
Agreement. Except as otherwise provided in this Agreement, the rights and duties
of the Partners and the administration and termination of the Partnership shall
be governed by the Delaware Limited Partnership Act (6 Del. C. Section 17-101,
et. seq.), as amended from time to time (the "Act").

Section 1.2 Ownership of Property. All property (irrespective of its
nature) owned by the Partnership ("Property") shall be held in the name of the
Partnership and shall be deemed to be owned by the Partnership as an entity.
Accordingly, no Partner shall have the right to seek partition of any property
of the Partnership during the term of this Agreement or to apply to any court or
authority having jurisdiction in the matter or commence or prosecute any action
or proceeding for partition and the sale of the Property. Upon any breach of the
provisions of this subparagraph by any Partner, the other Partner, in addition
to all other rights and remedies at law and in equity it may have, shall be
entitled to an order restraining and enjoining any application, action or
proceeding.

Section 1.3 Filing Requirements. The General Partner shall execute a
Certificate of Limited Partnership ("Certificate"), shall cause that Certificate
to be filed for record in the office of the Secretary of State of Delaware, and
shall execute any other documents and take any other actions appropriate to
comply with the requirements for the formation of the Partnership in the State
of Delaware and any other states where the Partnership may elect to do business.
The General Partner shall retain the Certificate at the principal office of the
Partnership.

Section 1.4 Name of the Partnership. The name of the Partnership shall
be "Duke Energy Kaufman, L.P." or any other name the General Partner shall
elect.

Section 1.5 Principal Office and Agent. The principal office of the
Partnership shall be located at 5400 Westheimer Court, Houston, Texas
77056-5310, or at any other place or places the General Partner (with the prior
written approval of the Limited Partner) may designate from time to time. The
Corporation Trust Company, or any other person the General Partner shall
designate, shall be the agent for service of process on the Partnership, with
offices located 1209 Orange Street, Wilmington, Delaware 19801. If the General
Partner changes the office, agent or address set forth above, it shall file an
amendment to the Certificate reflecting that change.

Section 1.6 Term of Partnership. The Partnership shall commence on the
date of the filing of the Certificate with the Secretary of State of Delaware.
The Partnership shall continue in existence until it is terminated in accordance
with this Agreement.

Section 1.7 Character of the Business. The character and purpose of the
Partnership's business shall be to carry on any business which is permitted
under the Act.

Section 1.8 Name and Address of Each Partner. The name and address of
each Partner are shown on Exhibit A attached to this Agreement. All notices and
other communications required or permitted to be given pursuant to this
Agreement shall be in writing and shall be considered to have been properly
delivered if mailed, by certified mail, with postage prepaid, addressed to the
address set forth on Exhibit A for the respective Partner or to such other
address as that Partner may have designed as its address by proper notice to the
Partnership and the other Partner.

ARTICLE II
CAPITAL CONTRIBUTIONS AND PARTNERSHIP UNITS

Section 2.1 Capital Contributions.

A.       Initial Contribution. Upon execution of this
Agreement, the General Partner shall make an initial capital contribution to the
Partnership in the amount of $10.00 in cash and shall receive one Class A Unit
for that contribution. The Limited Partner shall make an initial capital
contribution to the Partnership in the amount of $990.00 in cash and shall
receive 90 Class B Units for that contribution. "Class A Unit" shall mean a unit
of Partnership interest held by the General Partner and represented by a
contribution to the Partnership of $10.00, or such other amount as determined
from time to time by the General Partner. "Class B Unit" shall mean a unit of
Partnership interest held by the Limited Partner and represented by a
contribution to the Partnership of $990.00 or such other amount as determined
from time to time by the General Partner.

B.       Additional Contributions. No Partner shall have any
obligation to make any additional contributions, or lend any cash or property,
to the Partnership. The Partners may make additional contributions to the
Partnership with the prior written agreement of all Partners.

2

Section 2.2 No Third Party Rights. Any agreement by the Partners to
make additional contributions to the Partnership shall not be construed as
conferring any rights or benefits to or upon any person not a party to this
Agreement.

Section 2.3 Capital Accounts. A separate capital account shall be
maintained for each Partner in accordance with regulations issued under Section
704 of the Internal Revenue Code of 1986, as amended ("Code").

Section 2.4 Partnership Units. Interests in the Partnership shall be
divided into and consist of ten Class A Units and 100,000 Class B Units, or such
other number of Class A or Class B Units as may be authorized from time to time
by the General Partner. In addition to the Units issued pursuant to Section 2.1.
A. of this Agreement, the General Partner may, from time to time, issue
additional Units in exchange for cash or other property. This Agreement shall be
amended to reflect the issuance of any additional Units by the Partnership. A
Class A Unit shall represent an Interest in the Partnership as a General Partner
and a Class B Unit shall represent an Interest in the Partnership as a Limited
Partner. Each Unit shall be in all respects equal to every other Unit and shall
be entitled to one vote on all matters for which Partners are entitled to vote
as provided in this Agreement. The rights and powers represented by the Units
shall include (a) the right to receive distributions, including liquidating
distributions, from the Partnership, and (b) all other rights, benefits, and
privileges enjoyed by the Partners (under the Act and this Agreement) in their
capacities as either General Partner or a Limited Partner, as the case may be,
including rights to vote, consent and approve as provided in this Agreement.

ARTICLE III
DISTRIBUTIONS AND ALLOCATIONS

Section 3.1 Allocations.

A.       Allocation of Income. All items of net income (after
all operating expenses) of the Partnership for each taxable year shall be
allocated to the Partners and shall be credited to each Partner's capital
account pro rata in accordance with the following:

Allocation                                   Percentage
----------                                   ----------

Duke Energy Kaufman, Inc.                                1.0%
Duke Energy Mesquite, Inc.                              99.0%
-----
100.0%

B.       Allocation of Loss and Deduction. All items of
Partnership loss and deduction shall be allocated to the Partners and charged to
each Partner's capital account in accordance with the allocation percentages in
Section 3.1.A. above. Notwithstanding the foregoing, in no event shall any such
loss or deduction be allocated to a Partner, to the extent that it would result
in that Partner having a negative capital account balance, if any other Partner
has a positive

3

capital account balance. The foregoing reallocation of losses to a Partner with
a positive capital account balance shall remain in effect only until those
Partners with positive capital account balances have capital accounts balances
of zero. In addition, after all capital accounts are reduced to zero, any losses
of the Partnership which are deemed to be attributable to indebtedness of the
Partnership for which a Partner bears the economic risk of loss (within the
meaning of Code Section 752 and the regulations under that Section) shall be
allocated to the Partner who bears such economic risk of loss.

Section 3.2 Distributions.

A.       Distributions. The General Partner, in its
discretion, may cause the Partnership to make cash distributions to the
Partners, at those times and in amounts as it deems reasonable. All
distributions to the Partners shall be made in proportion to the Partners'
capital account balances.

B.       Distributions in Dissolution of the Partnership. All
distributions to Partners on the dissolution of the Partnership shall be in
accordance with the positive capital accounts of the Partners at that time after
allocation of all net income and loss from the liquidation of all assets held by
the Partnership and payment of all of the Partnership's liabilities.

ARTICLE IV
MANAGEMENT

Section 4.1 Management of the Partnership.

A.       Management. Except as provided in Section 4.1.B. of
this Agreement, the General Partner shall manage and control the business of the
Partnership and is hereby authorized to take any reasonable action it deems
necessary or desirable and in the best interest of the Partnership, including
causing the Partnership to enter into contracts with affiliates of the General
Partner that are in the best interests of the Partnership. The Limited Partner
shall not any right to participate in or have any authority or right to act for
or bind the Partnership.

B.       Restrictions on General Partner. Without the prior
written approval of the Limited Partner, the General Partner shall not cause the
Partnership to:

(1)      admit any other person or entity as a
general or limited partner in the Partnership;

(2)      enter into any transactions with or, except
as provided in this Agreement, make any payments to the General Partner;

(3)      confess a judgment against the Partnership;

(4)      take any action that would subject the
Limited Partner to liability in any jurisdiction;

4

(5)      do any act that would make it impossible for
the Partnership to carry on its business in the ordinary course;

(6)      amend this Agreement or the Certificate;

(7)      merge or consolidate the Partnership with or
into another entity;

(8)      sell, exchange, lease or otherwise transfer
all or substantially all of the assets of the Partnership; or

(9)      liquidate or dissolve the Partnership.

Section 4.2 Duties and Obligations of the General Partner.

A.       Separate Operations. The General Partner shall cause
the Partnership to conduct its business and operations separate and apart from
that of the General Partner and any of its affiliates, including, without
limitation, (i) segregating Partnership assets and not allowing funds or other
assets of the Partnership to be commingled with the funds or other assets of,
held by, or registered in the name of, the General Partner or any of its
affiliates, (ii) maintaining books and financial records of the Partnership
separate from the books and financial records of the General Partner and its
affiliates, and observing all Partnership procedures and formalities, including,
without limitation, maintaining minutes of Partnership meetings and acting on
behalf of the Partnership only pursuant to due authorization of the Partners as
required in this Agreement, (iii) causing the Partnership to pay its liabilities
when due from assets of the Partnership, and (iv) causing the Partnership to
conduct its dealings with third parties in its own name and as a separate and
independent entity.

B.       Compliance with Law. The General Partner shall take
all actions that may be necessary or appropriate (i) for the General Partner and
the Partnership to maintain all required licenses and permits, (ii) for the
continuation of the Partnership's valid existence as a limited partnership under
the laws of the State of Delaware and of each other jurisdiction in which that
existence is necessary to protect the limited liability of the Limited Partner
or to enable the Partnership to conduct the business in which it is engaged, and
(iii) for the accomplishment of the Partnership's purposes, including the
operation of the Partnership's business in accordance with the provisions of
this Agreement and applicable laws and regulations.

C.       Fiduciary Obligation. The General Partner shall be
under a fiduciary duty to conduct the affairs of the Partnership in the best
interests of the Partnership, including the safekeeping and use of the
Partnership's assets for the exclusive benefit for the Partnership.

D.       Insurance. The General Partner shall cause to be
provided, or cause the Partnership to carry, insurance as is customary in the
business in which the Partnership is engaged and in the places in which is so
engaged.

5

E.       Tax Matters Partner. The General Partner shall serve
as the "tax matters partner" of the Partnership and shall be vested with the
authority and responsibility necessary to comply with the provisions of the
"Code" and regulations under the Code, including, but not limited to, Sections
6221-6231 of the Code.

Section 4.3 Limitations on Obligations of the Limited Partner. The
Limited Partner shall not participate in the management of the Partnership or
its business. The Limited Partner shall not be deemed to participate in
management if it or any of its shareholders, directors or officers acts as a
contractor for, or agent or employee of, the Partnership, the General Partner or
an affiliate of the General Partner, or if it takes any other action permitted
to be taken by a limited partner under the Act. The liability of the Limited
Partner to any third party shall be limited to its capital contribution
described in Section 2.1.A., plus any additional contributions actually made by
the Limited Partner pursuant to Section 2.1.B. of this Agreement.

Section 4.4 Other Activities of Partners. The Partners specifically
acknowledge that the Partners and their affiliates will be engaged in other
businesses including businesses which may be similar to the business of this
Partnership. Nothing in this Agreement shall be deemed to restrict in any manner
the freedom of the Partners to conduct any other business or activity whatsoever
(including, without limitation, the acquisition, ownership, leasing or sale of
real property), without any accountability to the Partnership or to any Partner,
even if that business or activity competes with the business of the Partnership.

Section 4.5 Compensation to General Partner and Affiliates. The General
Partner shall not be entitled to any compensation from the Partnership, but will
be entitled to reimbursement for reasonable expenses incurred on behalf of the
Partnership.

ARTICLE V
BOOKS AND RECORDS; ACCOUNTING; TAX ELECTIONS

Section 5.1 Books and Records. The books, records and financial
statements of the Partnership shall be maintained in accordance with the income
tax accounting principles elected by the General Partner. These and all other
records of the Partnership, including a copy of this Agreement and all
amendments to this Agreement, copies of the Partnership's federal, state and
local tax returns and financial statements for the six most recent years,
information relating to the status of the Property, and all other information
required by the Act shall be kept at the principal office or at another location
as determined by the General Partner in compliance with the Act.

Section 5.2 Custody of Partnership Funds; Bank Accounts. The General
Partner shall have fiduciary responsibility for the safekeeping and use of all
funds and accounts of the Partnership, whether or not in the immediate
possession or control of the General Partner. The funds of the Partnership shall
not be commingled with the funds of any other person or entity, and the General
Partner shall not employ, or permit any other person or entity to employ,
Partnership funds in any manner except for the benefit of the Partnership.

6

Section 5.3 Tax Elections. The General Partner may elect to make any
election permitted under any provision of the Code.

Section 5.4 Tax Information to the Limited Partners. The General
Partner shall provide the Limited Partner with all necessary tax information
within a reasonable time after the fiscal year end of the Partnership.

Section 5.5 Fiscal Year. The fiscal year of the Partnership shall be
January 1 through December 31.

ARTICLE VI
CHANGE OF PARTNERS; TRANSFERS OF INTERESTS

Section 6.1 Transfers of Interest. No Partner shall have the right or
power to assign, transfer or otherwise dispose of its interest in the
Partnership without the prior written approval of all other Partners. For this
purpose, a transfer of the ownership interest in either Partner or the admission
of a new owner by the Partners shall be deemed a transfer of a Partnership
interest.

Section 6.2 Conditions of Transfer of Interest. No transfer of any
Partnership interest shall be made except in compliance with all securities and
other applicable laws. The Partnership may, in addition to the other
requirements of this Agreement, require as a condition to permitting any
transfer an opinion of counsel satisfactory to the Partnership showing that no
violation of any applicable law shall result from the transfer.

Section 6.3 Substituted Partner. A valid transfer in accordance with
this Article 6 shall vest rights to distributions from the Partnership as
provided in this Agreement, but no transferee shall become a new Partner unless
and until:

(1)      All Partners shall have approved the
admission of the transferee as a Partner;

(2)      The transferee shall have executed this
Agreement and any other documents reasonably required by the Partnership; and

(3)      The transferee shall have reimbursed the
Partnership for all expenses incurred in making the substitution, including
legal fees and other expenses of preparing and filing an amended Certificate.

7

ARTICLE VII
TERMINATION AND DISSOLUTION

Section 7.1 Events Causing Dissolution. Although the Partners
contemplate a long term business relationship, the Partnership shall be
dissolved and its affairs wound up in the following circumstances:

(1)      The withdrawal of the General Partner from
the Partnership as a result of the occurrence of any of the events set forth in
the Act;

(2)      The unanimous written consent of the
Partners;

(3)      Entry of a decree of judicial dissolution
under the Act; or

(4)      Any other event causing the dissolution of
the Partnership under the Act.

Section 7.2 Liquidation. Following the occurrence of the event
resulting in the dissolution of the Partnership under Section 7.1, the
Partnership shall be liquidated as promptly as possible in an orderly manner.
The Partners shall continue to share net income and losses during liquidation in
the same proportion as before dissolution. The proceeds from the liquidation of
Partnership assets shall be applied as follows:

(1)      In payment to creditors of the Partnership,
including Partners to the extent otherwise permitted by law, in the order of
priority provided by law, in satisfaction of liabilities of the Partnership
other than liabilities for distributions to Partners; and

(2)      Subject to Section 7.3 below, in payment to
the Partners, both limited and general, of the credit balances in their capital
accounts no later than 30 days after liquidation proceeds are received by the
Partnership, less any reasonable reserves for known or contingent liabilities.

All Partners shall look solely to the assets of the
Partnership for any distribution under this Agreement and no Partner shall have
any recourse against the personal assets of any other Partner, whether general
or limited, for this purpose.

Section 7.3 Gains and Losses in Liquidation. Any income, gain or loss
on disposition of Partnership Property in the process of liquidation shall be
credited or charged to the Partners in accordance with Section 3.1 of this
Agreement.

8

ARTICLE VIII
MISCELLANEOUS

Section 8.1 Entire Agreement. This Agreement sets forth the entire
agreement of the Partners with respect to the subject matter. This Agreement
supersedes all prior agreements or understandings among the Partners and may be
modified or amended only by the unanimous written consent of all of the
Partners.

Section 8.2 Governing Law. This Agreement and all questions arising in
connection with this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, excluding its conflict of law
principles.

Section 8.3 Interpretation and Severance. All paragraph headings in
this Agreement are for convenience only, and this Agreement shall be construed
according to its full terms and not by its headings. If any provision of this
Agreement is determined by a court of proper jurisdiction to be invalid or
unenforceable, that provision may be severed or modified to the extent necessary
to make it valid and enforceable, and the other provisions of this Agreement
shall remain fully effective and binding on the Partners. When the context in
which words are used in this Agreement permits use of the singular shall include
the plural, and use of masculine or neuter pronouns shall include masculine,
neuter and feminine.

Section 8.4 Counterparts. This Agreement may be executed in a number of
counterparts and, when so executed, all of those counterparts shall constitute a
single instrument binding on all Partners notwithstanding the fact that all
Partners did not sign the original or the same counterpart.

Section 8.5 Successors and Assigns. This Agreement shall be binding on
and, subject to the restrictions on transfer in this Agreement, shall inure to
the benefit of the Partners and their respective personal representatives,
heirs, successors and permitted assigns.

9

IN WITNESS WHEREOF, the Partners have caused this Agreement to be
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.

DUKE ENERGY KAUFMAN, INC.
General Partner

By: /s/ Larry A. Wall
------------------
Larry A. Wall, Jr.
Vice President

DUKE ENERGY MESQUITE, INC.
Limited Partner

By: /s/ William L. Sigmon
---------------------
William L. Sigmon
President and Chief Executive Officer

10

EXHIBIT A

(Names and Addresses of Partners)

General Partner:

Duke Energy Kaufman, Inc.
Attention: Brent C. Bailey
5400 Westheimer Court
Houston, Texas 77056-5310
Telephone:  713/627-5307
Facsimile:  713/627-5550

Limited Partner:

Duke Energy Mesquite, Inc.
Attention: Stephen R. Hunting
422 South Church Street
Charlotte, North Carolina 28242-0001
Telephone:  704/382-1465
Facsimile:  704/382-8137

EXHIBIT 3.23

CERTIFICATE OF FORMATION

OF

LOUISIANA GENERATING LLC

The undersigned, being a natural person 18 years of age or
older and for the purposes of forming a limited liability company for general
business purposes under the Delaware Limited Liability Act, hereby adopts the
following Certificate of Formation:

1.       Name: The name of the limited liability company is
Louisiana Generating LLC.

2.       Registered Office and Agent: The address of the
registered office of the limited liability company is Corporation Service
Company, 1013 Centre Road, in the City of Wilmington, County of New Castle,
Delaware 19805. The name of its registered agent for service of process at such
address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Formation of Louisiana Generating LLC this 14th day of June,
1996.

/s/ [ILLEGIBLE]
--------------------------------
Authorized Person

CERTIFICATE OF AMENDMENT

OF

LOUISIANA GENERATING LLC

1.       The name of the limited liability company is Louisiana
Generating LLC.

2.       The Certificate of Formation of the limited liability company
is hereby amended as follows:

The Registered Office and Agent should be changed as follows:

The address of the registered office of the limited liability company is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Louisiana Generating LLC this 6th day of March, 2000.

/s/ Craig A. Mataczynski
--------------------------------
Craig A. Mataczynski,
Authorized Person

EXHIBIT 3.24

THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

OF

LOUISIANA GENERATING LLC

dated as of

March 22, 2000

TABLE OF CONTENTS

PAGE
----

ARTICLE I DEFINITIONS .............................................................................     2

ARTICLE II FORMATION OF THE COMPANY ...............................................................     4

2.1     Name ...................................................................................     4

2.2     Principal Business Office ..............................................................     4

2.3     Registered Office ......................................................................     4

2.4     Registered Agent .......................................................................     4

2.5     Purpose ................................................................................     4

2.6     Company Term ...........................................................................     5

2.7     Powers .................................................................................     5

2.8     Units; Certificates of Ownership Interest; Applicability of Article 8 of UCC ...........     5

ARTICLE III MEMBERS ...............................................................................     5

3.1     Members ................................................................................     5

3.2     Other Business .........................................................................     5

3.4     Admission of Additional Members ........................................................     5

3.5     Member's Powers ........................................................................     5

ARTICLE IV MANAGEMENT .............................................................................     6

4 1     Management .............................................................................     6

4.2     Officers ...............................................................................     7

4.3     Limited Liability ......................................................................     9

4.4.    Exculpation and Indemnification ........................................................     9

ARTICLE V CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS, DISTRIBUTIONS AND ALLOCATIONS ..................    10

5.1     Capital Contributions ..................................................................    10

- i -

PAGE
----

5.2     Additional Contributions ...............................................................    10

5.3     Capital Accounts .......................................................................    10

5.4     Allocation of Profits and Losses .......................................................    11

5.5     Distributions ..........................................................................    11

ARTICLE VI BANKING, ACCOUNTING, BOOKS AND RECORDS .................................................    11

6.1     Banking ................................................................................    11

6.2     Maintenance of Accounts and Accounting Method ..........................................    11

6.3     Company Tax Returns ....................................................................    11

6.4     Fiscal Year ............................................................................    11

ARTICLE VII REPORTS TO MEMBERS ....................................................................    11

7.1     Records, Audits and Reports ............................................................    11

7.2     Reports to Members .....................................................................    12

ARTICLE VIII ASSIGNMENTS,

DISSOLUTION AND TERMINATION OF THE COMPANY ..............................    13

8.1     Assignment .............................................................................    13

8.2     Dissolution ............................................................................    13

8.3     Time for Liquidation ...................................................................    14

8.4     Termination ............................................................................    14

ARTICLE IX MISCELLANEOUS ..........................................................................    14

9.1     Notices ................................................................................    14

9.2     Counterparts ...........................................................................    15

9.3     Severability ...........................................................................    15

9.4     Non-Waiver .............................................................................    15

9.5     Applicable Law .........................................................................    15

9.6     Entire Agreement .......................................................................    15

9.7     Benefits of Agreement; No Third Party Rights ...........................................    16

- ii -

PAGE
----

9.8     Amendments .............................................................................    16

- iii -

THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

OF

LOUISIANA GENERATING LLC

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT has
been entered into as of March 22, 2000 by NRG South Central Generating LLC, a
Delaware limited liability company ("South Central") for the purpose of
providing for the operation of Louisiana Generating LLC (the "Company").

R E C I T A L S

WHEREAS, NRG Central U.S. LLC ("Central") and South Central Generation
Holding LLC ("Holdings") each own 50% of the ownership interest in South Central
and NRG Energy, Inc., a Delaware corporation ("NRG") owns 100% of each of
Central and Holdings;

WHEREAS, Zenergy, Inc. ("Zenergy"), a wholly owned subsidiary of
Zeigler Coal Holding Company, Inc., a Delaware corporation ("Zeigler") and NRG
(the "Initial Members") caused a Certificate of Formation of the Company (the
"Certificate of Formation") to be filed with the Delaware Secretary of State
under the name Louisiana Generating LLC on June 14, 1996;

WHEREAS, the Initial Members executed that certain Limited Liability
Company Agreement of the Company, dated June 14, 1996 (the "Original LLC
Agreement") as amended and restated by that certain Amended and Restated Limited
Liability Company Agreement of the Company which added Southern Energy-Cajun,
Inc. ("SEI") as a member of the Company, effective October 7, 1996 (the "First
Amended LLC Agreement");

WHEREAS, the Company and, for certain provisions thereof NRG, has
entered into the Fifth Amended and Restated Asset Purchase Agreement dated as of
September 21, 1999 ("Asset Purchase Agreement") with Ralph R. Mabey, as Chapter
11 Trustee in Bankruptcy ("Trustee") of Cajun Electric Power Cooperative, Inc.
("Cajun Electric") for the acquisition by the Company (the "Acquisition") of
substantially all of the non-nuclear assets of Cajun Electric (the "Assets");

WHEREAS, NRG, Zeigler and Southern Electric International, Inc.
("Southern Electric") or their Affiliates entered into that certain Joint
Development Agreement dated as of September 29, 1996 pursuant to which NRG,
Zeigler and Southern Electric agreed to pursue the acquisition and ownership of
the Assets (the "Joint Development Agreement");

WHEREAS, SEI, NRG, Zeigler, Southern Electric and Zenergy entered into
a Termination and Withdrawal Agreement by Zeigler Coal Holding Company dated
March 12, 1999, pursuant to which Zenergy transferred 66 2/3% of its Ownership
Interest in the Company to NRG and 33 1/3% of its Ownership Interest in the
Company to SEI, resulting in NRG and SEI each holding 50% of the Ownership
Interests of the Company;

WHEREAS, NRG has exercised its right under the Joint Development
Agreement to purchase all of SEI's Ownership Interest in the Company and has
consummated such transaction;

WHEREAS, NRG has transferred 100% of its Ownership Interest in the
Company to Central and Holdings, and Central and Holdings transferred 100% of
such Ownership Interest in the Company to South Central; and

WHEREAS, South Central as the sole member of the Company, by execution
of this Agreement, hereby continues the Company as a limited liability company
pursuant to and in accordance with the Delaware Limited Liability Company Act (6
Del.C. Section 18-101, et seq.), as amended from time to time (the "Act") and
this Agreement, hereby amends and restates in its entirety the Second Amended
LLC Agreement.

A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing recitals and for the
mutual agreements set forth herein, the Member, intending to be legally bound,
hereby agrees as follows:

ARTICLE I

DEFINITIONS

As used herein the following terms have the meanings set forth below:

"Act" shall have the meaning set forth in the Recitals.

"Acquisition" shall have the meaning set forth in the Recitals.

"Affiliate" shall mean any Person which, directly or indirectly,
controls, is controlled by or is under common control with another Person
(whereby "control" means the ability to elect a majority of directors of
otherwise direct the management of such Person through contract or otherwise).

"Agreement" shall mean this Third Amended and Restated Limited
Liability Company Agreement of Louisiana Generating LLC, as the same may be
amended or restated from time to time.

"Assets" shall have the meaning set forth in the Recitals.

"Asset Purchase Agreement" shall have the meaning set forth in the
Recitals.

"Cajun Electric" shall have the meaning set forth in the Recitals.

"Capital Account" shall have the meaning set forth in Section 5.3.

2

"Capital Contribution" shall mean, with respect to a particular Member,
the amount of capital contributed or deemed to have been contributed by such
Member to the Company pursuant to Article V.

"Central" shall have the meaning set forth in the Recitals.

"Certificate of Formation" shall have the meaning set forth in the
Recitals.

"Code" shall mean the Internal Revenue Code of 1986, as heretofore and
hereafter amended from time to time (and/or any corresponding provision of any
superseding revenue law).

"Company" shall have the meaning set forth in the Preamble.

"Covered Person" shall have the meaning set forth in Section 4.4(a).

"Fair Market Value" shall mean the amount that an informed and willing
purchaser under no compulsion to buy would pay to acquire the relevant
interest(s) in the Company or property in an arm's-length transaction and which
an informed and willing seller under no compulsion to sell would accept for such
interest(s) or property in an arm's length transaction without taking into
account any control premium, liquidity discount or the existence of any approval
rights under this Agreement.

"First Amended LLC Agreement" shall have the meaning set forth in the
Recitals. 

"Fiscal Year" shall have the meaning set forth in Section 6.4.

"GAAP" shall mean United States generally accepted accounting
principles as in effect from time to time, consistently applied.

"Holdings" shall have the meaning set forth in the Recitals.

"Initial Members" shall have the meaning set forth in the Recitals.

"Joint Development Agreement" shall have the meaning set forth in the
Recitals.

"Member" means NRG and any Person admitted as an additional member of
the Company or a substitute member of the Company pursuant to the provisions of
this Agreement.

"NRG" shall have the meaning set forth in the Recitals.

"Officers" shall have the meaning set forth in Section 4.2.

"Original LLC Agreement" shall have the meaning set forth in the
Recitals.

"Ownership Interest" shall mean each Member's equity interest in the
Company. The initial Ownership Interests of the Members are listed on Schedule 1
and may be revised from time to time as provided herein.

3

"Person" shall mean any individual, entity, firm, corporation,
partnership, association, limited liability company, joint-stock company, trust,
or unincorporated organization.

"Regulations" shall include proposed, temporary and final regulations
promulgated under the Code as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).

"South Central" shall have the meaning set forth in the Preamble.

"Southern Electric" shall have the meaning set forth in the Recitals.

"Trustee" shall have the meaning set forth in the Recitals.

"Zeigler" shall have the meaning set forth in the Recitals.

"Zenergy" shall have the meaning set forth in the Recitals.

ARTICLE II

FORMATION OF THE COMPANY

2.1      Name.

The name of the limited liability company heretofore formed
and continued hereby is Louisiana Generating LLC.

2.2      Principal Business Office.

The principal business office of the Company shall be located
at 10719 Airline Highway, Baton Rouge, Louisiana 70895 or such other location as
may hereafter be determined by the Member.

2.3      Registered Office.

The address of the registered office of the Company in the
State of Delaware is c/o The Corporation Trust Company, Corporation Trust
Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware
19801.

2.4      Registered Agent.

The name and address of the registered agent of the Company
for service of process on the Company in the State of Delaware is The
Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801.

2.5      Purpose. The purpose of the Company is to: (a) consummate the
Acquisition including participating in the financing of such Acquisition; (b)
own and operate the Assets; and (c) engage in any lawful business permitted by
the Act or the laws of any jurisdiction in which

4

the Company may do business. The Company shall have the authority to do all
things necessary or convenient to accomplish its purposes and operate its
business as described in this Section 2.5.

2.6      Company Term. The term of the Company commenced on the date of
the filing of the Certificate of Formation in the office of the Secretary of
State of the State of Delaware and shall continue until the Company's
dissolution in accordance with the provisions of Article VIII of this Agreement.

2.7      Powers. The Company (i) shall have and exercise all powers
necessary, convenient or incidental to accomplish its purposes as set forth in
Section 2.5 and (ii) shall have and exercise all of the powers and rights
conferred upon limited liability companies formed pursuant to the Act.

2.8      Units; Certificates of Ownership Interest; Applicability of
Article 8 of UCC. Ownership Interests shall be represented by units ("Units").
The number of authorized Units shall be one thousand (1,000). All Ownership
Interests shall be represented by certificates in such form as the Board of
Directors shall from time to time approve, shall be recorded in a register
thereof maintained by the Company, and shall be subject to such rules for the
issuance thereof as the Board of Directors may from time to time determine.
Ownership Interests shall be subject to the provisions of Article 8 of the
Uniform Commercial Code as may be applicable from time to time.

ARTICLE III

MEMBERS

3.1      Members.

a.       The name and the mailing address of the Member are
set forth on Schedule 1 attached hereto.

b.       The Member may act by written consent.

3.3      Other Business. The Member and any Affiliate of the Member may
engage in or possess an interest in other business ventures (unconnected with
the Company) of every kind and description, independently or with others. The
Company shall not have any rights in or to such independent ventures or the
income or profits therefrom by virtue of this Agreement.

3.4      Admission of Additional Members. One or more additional
members of the Company may be admitted to the Company with the written consent
of the Member.

3.5      Member's Powers. Until the Directors are appointed, the Member
shall manage the business and affairs of the Company and shall have the power to
do any and all acts necessary, convenient or incidental to or for the
furtherance of the purposes described herein, including all powers, statutory or
otherwise. The Member has the authority to bind the Company.

5

ARTICLE IV

MANAGEMENT

4.1      Management.

a.       Board of Directors. Subject to Section 3.5, the
business and affairs of the Company shall be managed by or under the direction
of a Board of one or more Directors. The Member may determine at any time in its
sole and absolute discretion the number of Directors to constitute the Board.
The authorized number of Directors may be increased or decreased by the Member
at any time in its sole and absolute discretion. The initial number of Directors
shall be three. Each Director elected, designated or appointed shall hold office
until a successor is elected and qualified or until such Director's earlier
death, resignation or removal. Directors need not be Members.

b.       Powers. The Board of Directors shall have the power
to do any and all acts necessary, convenient or incidental to or for the
furtherance of the purposes described herein, including all powers, statutory or
otherwise. The Board of Directors has the authority to bind the Company.

c.       Meeting of the Board of Directors. The Board of
Directors of the Company may hold meetings, both regular and special, within or
outside the State of Delaware. Regular meetings of the Board may be held without
notice at such time and at such place as shall from time to time be determined
by the Board. Special meetings of the Board may be called by the President on
not less than one day's notice to each Director by telephone, facsimile, mail,
telegram or any other means of communication, and special meetings shall be
called by the President or Secretary in like manner and with like notice upon
the written request of any one or more of the Directors.

d.       Quorum; Acts of the Board. At all meetings of the
Board, a majority of the Directors shall constitute a quorum for the transaction
of business and, except as otherwise provided in any other provision of this
Agreement, the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board. If a quorum shall not be
present at any meeting of the Board, the Directors present at such meeting may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

e.       Electronic Communications. The Directors, or any
committee designated by the Board, may participate in meetings of the Board, or
any committee, by means of telephone conference or similar communications
equipment that allows all persons participating in the meeting to hear each
other, and such participation in a meeting shall constitute presence in person
at the meeting. If all the participants are participating by telephone
conference or similar communications equipment, the meeting shall be deemed to
be held at the principal place of business of the Company.

6

f.       Committees of Directors.

(i)      The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the Directors of the Company. The Board may designate
one or more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.

(ii)     In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such members constitute a quorum,
may unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member.

(iii)    Any such committee, to the extent provided
in the resolution of the Board, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Company. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board. Each committee
shall keep regular minutes of its meetings and report the same to the Board when
required.

g.       Compensation of Directors; Expenses. The Board shall
have the authority to fix the compensation of Directors. The Directors may be
paid their expenses, if any, of attendance at meetings of the Board, which may
be a fixed sum for attendance at each meeting of the Board or a stated salary as
Director. No such payment shall preclude any Director from serving the Company
in any other capacity and receiving compensation therefore. Members of special
or standing committees may be allowed like compensation for attending committee
meetings.

h.       Removal of Directors. Unless otherwise restricted by
law, any Director or the entire Board of Directors may be removed, with or
without cause, by the Member, and any vacancy caused by any such removal may be
filled by action of the Member.

i.       Directors as Agents. To the extent of their powers
set forth in this Agreement, the Directors are agents of the Company for the
purpose of the Company's business, and the actions of the Directors taken in
accordance with such powers set forth in this Agreement shall bind the Company.

4.2      Officers.

a.       Officers. The Officers of the Company shall be chosen
by the Board and shall consist of at least a President, a Secretary and a
Treasurer. The Board of Directors may also choose one or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers. Any number of offices may be
held by the same person. The Board may appoint such other Officers and agents as
it shall deem necessary or advisable who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board. The salaries of all Officers and agents of the
Company shall be fixed by or in the manner prescribed by the Board. The Officers
of the Company shall hold office until their

7

successors are chosen and qualified. Any Officer elected or appointed by the
Board may be removed at any time, with or without cause, by the affirmative vote
of a majority of the Board. Any vacancy occurring in any office of the Company
shall be filled by the Board.

b.       President. The President shall be the chief executive
officer of the Company, shall preside at all meetings of the Members, if any,
and the Board, shall be responsible for the general and active management of the
business of the Company and shall see that all orders and resolutions of the
Board are carried into effect. The President shall execute all bonds, mortgages
and other contracts, except: (i) where required or permitted by law or this
Agreement to be otherwise signed and executed; (ii) where signing and execution
thereof shall be expressly delegated by the Board to some other Officer or agent
of the Company; and (iii) as otherwise permitted in Section 4.2(c).

c.       Vice President. In the absence of the President or in
the event of the President's inability to act, the Vice President, if any (or in
the event there be more than one Vice President, the Vice Presidents in the
order designated by the Directors, or in the absence of any designation, then in
the order of their election), shall perform the duties of the President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice Presidents, if any, shall perform such
other duties and have such other powers as the Board may from time to time
prescribe.

d.       Secretary and Assistant Secretary. The Secretary
shall be responsible for filing legal documents and maintaining records for the
Company. The Secretary shall attend all meetings of the Board and all meetings
of the Members, if any, and record all the proceedings of the meetings of the
Company and of the Board in a book to be kept for that purpose and shall perform
like duties for the standing committees when required. The Secretary shall give,
or cause to be given, notice of all meetings of the Members, if any, and special
meetings of the Board, and shall perform such other duties as may be prescribed
by the Board or the President, under whose supervision the Secretary shall
serve. The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board (or if there be no such
determination, then in order of their election), shall, in the absence of the
Secretary or in the event of the Secretary's inability to act, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board may from time to time prescribe.

e.       Treasurer and Assistant Treasurer. The Treasurer
shall have the custody of the Company funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Company and shall deposit all moneys and other valuable effects in the name and
to the credit of the Company in such depositories as may be designated by the
Board. The Treasurer shall disburse the funds of the Company as may be ordered
by the Board, taking proper vouchers for such disbursements, and shall render to
the President and to the Board, at its regular meetings or when the Board so
requires, an account of all of the Treasurer's transactions and of the financial
condition of the Company. The Assistant Treasurer, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board (or if
there be no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of the Treasurer's inability to
act, perform the duties and

8

exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board may from time to time prescribe.

f.       Officers as Agents. The Officers, to the extent of
their powers set forth in this Agreement or otherwise vested in them by action
of the Board not inconsistent with this Agreement, are agents of the Company for
the purpose of the Company's business, and the actions of the Officers taken in
accordance with such powers shall bind the Company.

g.       Duties of Board and Officers. Except to the extent
otherwise provided herein, each Director and Officer shall have a fiduciary duty
of loyalty and care similar to that of directors and officers of business
corporations organized under the General Corporation Law of the State of
Delaware.

4.3      Limited Liability. Except as otherwise expressly provided by
the Act, the debts, obligations and liabilities of the Company, whether arising
in contract, tort or otherwise, shall be the debts, obligations and liabilities
solely of the Company, and neither any Member nor any Director shall be
obligated personally for any such debt, obligation or liability of the Company
solely by reason of being a Member or Director of the Company.

4.4.     Exculpation and Indemnification.

a.       No Member, Officer, Director, employee or agent of
the Company and no employee, representative, agent or Affiliate of the Member
(collectively, the "Covered Persons") shall be liable to the Company or any
other Person who has an interest in or claim against the Company for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Covered Person in good faith on behalf of the Company and in a manner
reasonably believed to be within the scope of the authority conferred on such
Covered Person by this Agreement, except that a Covered Person shall be liable
for any such loss, damage or claim incurred by reason of such Covered Person's
gross negligence or willful misconduct.

b.       To the fullest extent permitted by applicable law, a
Covered Person shall be entitled to indemnification from the Company for any
loss, damage or claim incurred by such Covered Person by reason of any act or
omission performed or omitted by such Covered Person in good faith on behalf of
the Company and in a manner reasonably believed to be within the scope of the
authority conferred on such Covered Person by this Agreement, except that no
Covered Person shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by such Covered Person by reason of such Covered
Person's gross negligence or willful misconduct with respect to such acts or
omissions; provided, however, that any indemnity under this Section 4.4 shall be
provided out of and to the extent of Company assets only, and no Member shall
have personal liability on account thereof.

c.       To the fullest extent permitted by applicable law,
expenses (including legal fees) incurred by a Covered Person defending any
claim, demand, action, suit or proceeding shall, from time to time, be advanced
by the Company prior to the final disposition of such claim, demand, action,
suit or proceeding upon receipt by the Company of an undertaking by or on behalf
of the Covered Person to repay such amount if it shall be determined that the
Covered Person is not entitled to be indemnified as authorized in this Section
4.4.

9

d.       A Covered Person shall be fully protected in relying
in good faith upon the records of the Company and upon such information,
opinions, reports or statements presented to the Company by any Person as to
matters the Covered Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Company, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, or any other
facts pertinent to the existence and amount of assets from which distributions
to the Member might properly be paid.

e.       To the extent that, at law or in equity, a Covered
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Company or to any other Covered Person, a Covered Person acting under
this Agreement shall not be liable to the Company or to any other Covered Person
for its good faith reliance on the provisions of this Agreement or any approval
or authorization granted by the Company or any other Covered Person. The
provisions of this Agreement, to the extent that they restrict the duties and
liabilities of a Covered Person otherwise existing at law or in equity, are
agreed by the Member to replace such other duties and liabilities of such
Covered Person.

f.       The foregoing provisions of this Section 4.4 shall
survive any termination of this Agreement.

ARTICLE V

CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS, DISTRIBUTIONS
AND ALLOCATIONS

5.1      Capital Contributions. The Member has contributed, or will
contribute, to the Company the amount listed on Schedule 1 attached hereto.

5.2      Additional Contributions. The Member is not required to make
any additional capital contribution to the Company. However, a Member may make
additional capital contributions to the Company at any time upon the written
consent of such Member. To the extent that the Member makes an additional
capital contribution to the Company, the Member shall revise Schedule 1 of this
Agreement. The provisions of this Agreement, including this Section 5.2, are
intended solely to benefit the Member and, to the fullest extent permitted by
law, shall not be construed as conferring any benefit upon any creditor of the
Company (and no such creditor of the Company shall be a third-party beneficiary
of this Agreement) and no Member shall have any duty or obligation to any
creditor of the Company to make any contribution to the Company or to issue any
call for capital pursuant to this Agreement.

5.3      Capital Accounts. Each Member shall have a capital account (a
"Capital Account") which account shall be (a) increased by the amount of cash
and the Fair Market Value of any property (net of liabilities assumed by the
Company and liabilities to which the property is subject) contributed by such
Member to the Company, plus all items of income and gain of the Company
allocated to such Member and (b) decreased by the amount of cash and the Fair
Market Value of any property (net of liabilities assumed by the Member and
liabilities to which the property is subject) distributed by the Company to such
Member, plus all items of loss and deduction of the Company allocated to such
Member. The Capital Accounts shall be maintained

10

in good faith, in accordance with the principles embodied in Sections 704(b) and
(c) of the Code and the Regulations.

5.4      Allocation of Profits and Losses. The net profits and net
losses of the Company for each Fiscal Year shall be allocated to the Member.

5.5      Distributions. Distributions shall be made to the Member at
the times and in the aggregate amounts determined by the Board. Notwithstanding
any provision to the contrary contained in this Agreement, the Company shall not
be required to make a distribution to the Member on account of its interest in
the Company if such distribution would violate Section 18- 607 of the Act.

ARTICLE VI

BANKING, ACCOUNTING, BOOKS AND RECORDS

6.1      Banking. All funds of the Company shall be deposited in such
bank or money market accounts as shall be established by the President with the
approval of the Member. Withdrawals from and checks drawn on, any such account
shall be made upon the signature of the President or such other individuals as
may be designated by the Member.

6.2      Maintenance of Accounts and Accounting Method. The Company
shall keep or cause to be kept at the office of the Company full and accurate
accounts of the transactions of the Company in proper books of account. Such
books and records shall be kept in accordance with GAAP.

6.3      Company Tax Returns. The Company shall cause to be prepared
and timely filed all tax returns required to be filed for the Company in the
jurisdictions in which the Company is required to file tax returns for all
applicable tax years, and shall furnish within a reasonable period after the end
of each Fiscal Year (but in no event later than ninety (90) days after the end
of such Fiscal Year) a statement of each Member's distributive share of income,
gains, losses, deductions and credits for such Fiscal Year and such other
information necessary for such Member to complete its applicable federal, state,
local and foreign tax returns. The Officers may make, or refrain from making,
any income or other tax elections for the Company which they deem necessary or
advisable, including an election pursuant to Section 754 of the Code.

6.4      Fiscal Year. Unless otherwise required by applicable law, the
taxable and fiscal accounting year of the Company (the "Fiscal Year") shall end
on the 31st day of December each year or such other date as agreed to in writing
by the Members and as permitted by applicable law.

ARTICLE VII

REPORTS TO MEMBERS

7.1      Records, Audits and Reports. Complete books and records
accurately reflecting the accounts, business, transactions and Members of the
Company shall be maintained by the

11

Company at the Company's principal place of business. The books and records of
the Company shall be open at reasonable business hours for inspection and
copying by any Member or its duly authorized agents or representatives. The
Company, and the Board on behalf of the Company, shall not have the right to
keep confidential from the Member any information that the Board would otherwise
be permitted to keep confidential from the Member pursuant to Section 18-305(c)
of the Act. The books of account and records of the Company shall be audited as
of the end of each Fiscal Year by any nationally recognized accounting firm as
shall have been selected by the Member.

7.2      Reports to Members.

7.2.1    The Company shall cause to be prepared and mailed to
each Member:

(a)      as soon as practicable and in any event
within thirty (30) days after the end of every quarterly accounting
period of each Fiscal Year, an unaudited balance sheet of the Company
as of the last day of such semi-annual period and the related statement
of income, shareholders' equity and cash flows and reports of all
distributions made to Members for such semi-annual periods and for the
portion of the Fiscal Year ending with the last day of such quarter,
setting forth in each case in comparative form corresponding unaudited
figures from the preceding Fiscal Year (if applicable), prepared in all
such cases in accordance with GAAP,

(b)      as soon as practicable and in any event
within ninety (90) days after the end of each Fiscal Year, a balance
sheet of the Company as of the end of such year and the related
statements of income, shareholders' equity and cash flows, setting
forth in comparative form corresponding figures from the preceding
Fiscal Year, prepared in all such cases in accordance with GAAP, and
accompanied by an audit report thereon of a nationally recognized
accounting firm specified in Section 7.1;

(c)      an audit opinion of the Company's
independent auditors selected pursuant to Sections 7.1 hereof relating
to the financial statements described in clauses (a) and (b) hereof to
the effect that such financial statements (except for the comparison to
budget) have been prepared in conformity with GAAP applied on a basis
consistent with prior years (except as otherwise specified in such
report) and that the audit of such consolidated financial statements
has been performed in accordance with GAAP; 

(d) such Member's closing Capital Account as of the 
end of such Fiscal Year; and

(e)      a report indicating such Member's share of
all items of income, gain, loss, deduction and credit of the Company
for such Fiscal Year on a GAAP basis for financial reporting purposes.

7.2.2    Within thirty (30) days after the end of each
quarter, the Company shall cause to be prepared and mailed to each Member a
financial report setting forth such Member's closing Capital Account as of the
end of such quarter and the manner of the calculation thereof.

12

7.2.3    At such time, the Company shall deliver at the
Company's sole expense to each Member an estimate of such Member's share of all
items of income, gain, loss, deduction and credit of the Company for such
quarter and for the Fiscal Year to date for federal income tax purposes.

7.2.4    The above financial statements shall be accompanied
by a certificate of the principal accounting or financial officer of the Company
to the effect that such financial statements have been prepared under such
officer's supervision and that, although such financial statements do not
contain the footnotes and other disclosure required to be presented in interim
financial statements by GAAP, such financial statements, in such officer's
judgment, fairly present the financial condition and results of operations of
the Company as of the date and for the periods indicated, subject to normal
recurring year-end audit adjustments.

7.2.5    Each financial report delivered to the Members
pursuant to this Section 7.2 shall (i) be prepared in accordance with GAAP, and
(ii) include comparisons with the corresponding amounts of the immediately prior
Fiscal Year.

ARTICLE VIII

ASSIGNMENTS, DISSOLUTION AND TERMINATION OF THE
COMPANY

8.1      Assignment. The Member may assign in whole or in part its
Ownership Interest in the Company. If the Member transfers all of its Ownership
Interest in the Company pursuant to this Section 8.1, the transferee shall be
admitted to the Company as a Member of the Company upon its execution of an
instrument signifying its agreement to be bound by the terms and conditions of
this Agreement, which instrument may be a counterpart signature page to this
Agreement. Such admission shall be deemed effective immediately prior to the
transfer, and, immediately following such admission, the transferor Member shall
cease to be a member of the Company. Notwithstanding anything in this Agreement
to the contrary, any successor to a Member by merger or consolidation shall,
without further act, be a Member hereunder, and such merger or consolidation
shall not constitute an assignment for purposes of this Agreement.

8.2      Dissolution.

a.       The Company shall be dissolved, and its affairs shall
be wound up upon the first to occur of the following: (i) the retirement,
resignation or dissolution of the Member or the occurrence of any other event
which terminates the continued membership of the Member in the Company unless
the business of the Company is continued in a manner permitted by the Act or
(ii) the entry of a decree of judicial dissolution under Section 18-802 of the
Act.

b.       The bankruptcy (as defined in Section 18-101(1) of
the Act) of the Member shall not cause the Member to cease to be a member of the
Company and upon the occurrence of such an event, the business of the Company
shall continue without dissolution.

c.       In the event of dissolution, the Company shall
conduct only such activities as are necessary to wind up its affairs (including
the sale of the assets of the Company in an

13

orderly manner), and the assets of the Company shall be applied in the manner,
and in the order of priority, set forth in Section 18-804 of the Act.

8.3      Time for Liquidation. A reasonable time period shall be
allowed for the orderly liquidation of the assets of the Company and the
discharge of liabilities to creditors so as to enable the Members to minimize
the losses attendant upon such liquidation; provided, that, if reasonably
practicable, the Company will make any liquidating distributions to the Members
by the end of the Fiscal Year in which the liquidation occurs (or, if later,
within ninety (90) days after the date of such liquidation).

8.4      Termination. Upon compliance with the foregoing distribution
plan, the Company shall cease to be such and the Member shall execute,
acknowledge and cause to be filed with the Secretary of State of the State of
Delaware a certificate of cancellation of the Company.

ARTICLE IX

MISCELLANEOUS

9.1      Notices. All notices to be given pursuant to this Agreement
shall be in writing and shall be deemed to have been duly given: (i) upon
delivery if delivered in person; (ii) upon delivery if delivered by registered
first class mail, return receipt requested; (iii) upon delivery if delivered by
facsimile, telegram, or cable (if the day of receipt is a business day or if not
on the next succeeding business day, and if written confirmation is immediately
sent by reputable overnight delivery service); or (iv) on the first business day
after sending by reputable overnight delivery service, to the addresses set
forth below or to such other address as the Member may give notice of to the
Company:

(a)      if to the Company:

Louisiana Generating, LLC
10719 Airline Highway 
Baton Rouge, Louisiana 70895

With a copy to the Member.

With a copy to:

Gibson, Dunn & Crutcher, LLP
200 Park Avenue
New York, New York 10166
Attention: Steven P. Buffone
Facsimile: (212)351-4035

14

(b)      if to South Central:

NRG South Central Generating LLC
1221 Nicollet Mall, Suite 700
Minneapolis, Minnesota 55403-2445
Attention: Craig A. Mataczynski
Facsimile: (612) 373-5430

With a copy to:

NRG Energy, Inc.
1221 Nicollet Mall, Suite 700
Minneapolis, Minnesota 55403-2445
Attention: Vice President and General Counsel
Facsimile: (612) 373-5392

9.2      Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be considered an original.

9.3      Severability. Every provision of this Agreement is intended to
be severable. If any term or provision hereof is illegal or invalid for any
reason whatsoever such term or provision will be enforced to the maximum extent
permitted by law and, in any event, such illegality or invalidity shall not
affect the validity of the remainder of the Agreement.

9.4      Non-Waiver.

(a)      The failure of any party to seek redress for
violation of or to insist upon the strict performance of any covenant or
condition of this Agreement shall not prevent a subsequent act, that would have
originally constituted a violation, from having the effect of an original
violation.

(b)      The rights and remedies provided by this Agreement
are cumulative and the use of any one right or remedy by any party shall not
preclude or waive the right to use any or all other remedies. Said rights and
remedies are given in addition to any other rights the Member may have by law,
statute, ordinance or otherwise.

9.5      Applicable Law. This Agreement and the rights and obligations
of the parties hereto shall be interpreted and enforced in accordance with and
governed by the laws of the State of Delaware (without regard to conflict of
laws principles), all rights and remedies being governed by said laws.

9.6      Entire Agreement. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes all prior or contemporaneous oral or written agreements.

15

9.7      Benefits of Agreement; No Third Party Rights. None of the
provisions of this Agreement shall be for the benefit of or enforceable by any
creditor of the Company or by any creditor of the Member. Nothing in this
Agreement shall be deemed to create any right in any Person (other than Covered
Persons) not a party hereto, and this Agreement shall not be construed in any
respect to be a contract in whole or in part for the benefit of any third
Person.

9.8      Amendments. This Agreement may not be modified, altered,
supplemented or amended except pursuant to a written agreement executed and
delivered by the Member.

16

IN WITNESS WHEREOF, the undersigned has duly executed this Third
Amended and Restated Limited Liability Company Agreement of LOUISIANA GENERATING
LLC, as of the day and year first above written.

NRG SOUTH CENTRAL GENERATING LLC

By: NRG Central U.S. LLC

By: NRG Energy, Inc.

/s/ Craig A. Mataczynski
-----------------------------------
Name: Craig A. Mataczynski
Title: Senior Vice President

By: South Central Generation Holding LLC

By: NRG Energy, Inc.

/s/ Craig A. Mataczynski
-----------------------------------
Name: Craig A. Mataczynski
Title: Senior Vice President

17

SCHEDULE I

Amount of Capital
Member's Name and Address               Ownership Interests      Contribution
-------------------------               -------------------   -----------------

NRG South Central Generating, LLC              100%               $ 1,000
1221 Nicollet Mall, Suite 700
Minneapolis, Minnesota 55403-2445

EXHIBIT 3.25

CERTIFICATE OF FORMATION
OF
NEO CALIFORNIA POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NEO
California Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Tammie Ptacek, NEO Corporation, 901 Marquette
Avenue, Suite 2300, Minneapolis, Minnesota 55402-3265.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NEO California Power LLC this 19th day of September, 2000.

/s/ Tammie Ptacek
--------------------------------
Tammie Ptacek
Authorized Person

EXHIBIT 3.26

LIMITED LIABILITY COMPANY AGREEMENT
OF
NEO CALIFORNIA POWER LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is
effective as of September 21, 2000, and executed and adopted by NEO Corporation,
a Minnesota corporation (the "Member"), as the limited liability company
agreement as to the affairs of a single member limited liability company known
as NEO CALIFORNIA POWER LLC formed under and pursuant to the Delaware Limited
Liability Company Act (the "Act").

ARTICLE I

GENERAL PROVISIONS

1.01     FORMATION AND NAME. The parties to this Agreement agree to and
do hereby form a limited liability company under the name "NEO CALIFORNIA POWER
LLC" (the "Company"), pursuant to the provisions of the Act and this Agreement.
The Members shall file a Certificate of Formation (the "Certificate") with the
Delaware Secretary of State.

1.02     PRINCIPAL OFFICE AND ADDITIONAL OFFICES. The principal place
of business of the Company shall be located at 1221 Nicollet Mall, Suite 700,
Minneapolis, Minnesota 55403-2445. The Manager may change the principal office
and place of business of the Company from time to time, provided that it shall
thereafter promptly send notice to the Member of the new principal office and
place of business of the Company. The Company may have such other additional
offices as the Manager, in its sole discretion, shall deem advisable.

1.03     INITIAL REGISTERED OFFICE AND REGISTERED AGENT. The Company
shall appoint a registered agent and establish a registered office in Delaware,
which shall be the same as the address of the registered agent, and which may be
changed by the Company from time to time.

1.04     PURPOSES. The Company is formed for the following purpose.
Except as stated below, the Company shall not engage in any business or activity
whatsoever (a) to own and operate equipment to produce and sell synthetic fuel,
including specifically coal briquettes; and (b) to take such actions as may be
necessary or desirable to enable or facilitate the borrowing of funds by the
Member from a

NEO California Power LLC                                                  Page 2
Limited Liability Company Agreement

financial institution (the "Borrowing") for its business purposes, (c) to
perform the Company's obligations under all contracts and other agreements
entered into in connection with the Borrowing; (d) to engage in all other
activities permitted under the terms of all contracts and other agreements
entered into in connection with the Borrowing; and (e) to engage in any other
activities related or incidental thereto.

1.05     POWERS. The Company shall have and exercise all powers now or
hereafter conferred by the laws of the State of Delaware on limited liability
companies formed pursuant to the Act.

1.06     TERM. The term of the Company commenced upon the filing of the
Certificate and shall continue for 30 years unless sooner terminated or extended
as provided in Section 1.07 hereof, or sooner terminated in accordance with
other specific provisions of this Agreement.

1.07     EXTENSION OF TERM. The term of this Company may be extended
beyond the term set forth in Section 1.06 upon the consent of the Member. If
such term is extended, the Company shall cause to be filed an amended
Certificate with the Delaware Secretary of State reflecting the change in the
termination date of the Company.

ARTICLE II

CAPITALIZATION, DISTRIBUTIONS
AND LIMITED LIABILITY OF THE MEMBER

2.01     CAPITAL CONTRIBUTIONS. The Member may make capital
contributions to the Company from time to time, as the Member shall determine in
its sole discretion.

2.02     FINANCING OF THE COMPANY THROUGH INDEBTEDNESS. The Company may
finance the operation of the business of the Company with a loan or loans, as
the Member shall determine in its sole discretion.

2.03     DISTRIBUTIONS. The Company shall make distributions of cash or
other property as the Member shall determine in its sole discretion. No
distribution shall be made unless, after giving effect to such distribution, the
fair value of the Company's assets are in excess of all liabilities of the
Company.

NEO California Power LLC                                                  Page 3
Limited Liability Company Agreement

2.04     NO LIABILITY OF THE MEMBER. The Member shall have no
obligation to make contributions to the capital of the Company, nor shall the
Member be personally liable for any debts, obligations or liabilities of the
Company.

ARTICLE III

MANAGEMENT

3.01     MANAGEMENT BY MANAGER. The management and control of the
Company and its business and affairs shall rest exclusively in one or more
managers (a "Manager"), who shall be designated and appointed by the Member. The
Member hereby confers upon each of Peter D. Jones and Allen R. Jensen,
individually and jointly, the authority to act alone as a Manager of the
Company. A Manager may, but is not required to, be a Member, and shall serve as
Manager until the Manager's successor is chosen and qualified, or until the
Manager's earlier death, resignation or removal. A Manager may resign upon at
least 30 days' notice to the Member. The Member may remove the Manager without
notice or without cause.

3.02     NO MANAGEMENT BY THE MEMBER. The Member shall not take part in
or interfere in any manner with the management and control of the business of
the Company, and shall not have any right or authority to act for or bind the
Company.

3.03     SCOPE OF MANAGER'S AUTHORITY. A Manager shall have the full
power to execute, for and on behalf of the Company, any and all documents and
instruments which may be necessary or desirable to carry on the business of the
Company, including, without limitation, any and all deeds, contracts, leases,
mortgages, deeds of trust, promissory notes, security agreements and financing
statements pertaining to the Company's assets or obligations. No person dealing
with a Manager need inquire concerning the validity or propriety of a document
or instrument executed in the name of the Company by a Manager, or as to the
authority of a Manager executing the same. The execution by a Manager of any
such document or instrument, and/or any negotiation activities undertaken by the
Manager relative to the execution by the Manager of any such document or
instrument, prior to the execution of this Agreement, is expressly ratified and
affirmed. A Manager's powers and duties shall include, but not be limited to,
the following:

(a)      finance the Company's activities by selling,
pledging, assigning or borrowing against property and assets of the Company or
by borrowing money or

NEO California Power LLC                                                  Page 4
Limited Liability Company Agreement

guaranteeing secured or unsecured indebtedness and, in connection therewith, to
issue evidence of indebtedness;

(b)      employ or retain any employees, consultants, agents,
brokers, professionals or other persons in any capacity for such compensation
and on such terms as the Manager deems necessary or desirable;

(c)      make purchases on behalf of the Company;

(d)      execute, deliver, make, modify or amend any documents
or instruments in the name of the Company;

(e)      perform or cause to be performed all of the Company's
obligations under any agreement to which the Company is a party, including
without limitation, any of its obligations in respect of indebtedness and any
lien or security interests securing such indebtedness;

(f)      adjust, compromise, settle or refer to arbitration
any claim by or against the Company or any of its assets, to make elections and
prepare and file returns regarding any federal, state or local tax obligations
of the Company, and to institute, prosecute and defend any legal action or
arbitration proceeding involving the Company;

(g)      acquire and enter into contracts of insurance for the
protection of the Company and its assets, Member, management and associates;

(h)      maintain and establish books and records of the
Company; 

(i)      establish bank accounts in the name of the Company;

(j)      file annual reports with the Delaware Secretary of
State, and any other documents required by the Act; and

(k)      perform any other necessary ministerial function of
the Company.

3.04     PERFORMANCE. A Manager shall devote such time to the business
and affairs of the Company as is reasonably necessary for the performance of the
Manager's, but shall not be required to devote full time to the performance of
such duties.

NEO California Power LLC                                                  Page 5
Limited Liability Company Agreement

3.05     PROVISION OF SERVICES. A Manager shall provide or arrange for
the provision of all services required for the Company to carry on its business
and affairs and to perform properly the Manager's functions under this
Agreement. A Manager may hire and retain such persons, on behalf of and at the
expense of the Company, to perform services for the Company, including without
limitation, administrative, legal, accounting, auditing or other services in
connection with the operation of the Company. Such persons may include the
Member or an affiliate of a Member.

3.06     ACTION WITHOUT A MEETING. Any action required or permitted by
this Agreement to be taken by the Managers may be taken without a meeting,
without prior notice, and without a vote, by written consent of either Manager.

3.07     LIMITATION OF LIABILITY OF MANAGER. No Manager shall be
obligated personally for any debt, obligation or liability of the Company or the
Member solely by reason of being or acting as a Manager of the Company. No
Manager shall be personally liable to the Company or to the Member, to the
extent permitted by law, for monetary damages for breach of any fiduciary or
other duty which does not involve: (i) a breach of the duty of loyalty to the
Company or its Members; (ii) acts or omissions that involve willful misconduct
or gross negligence; or (iii) a transaction from which the Manager derived an
improper personal benefit.

3.08     INDEMNIFICATION. The Company shall indemnify a Manager made a
party to a proceeding or threatened to be made a named defendant or respondent
in a proceeding because such Manager acted on behalf of the Company, against
liability for a judgment, settlement, penalty, fine, including an excise tax
assessed with respect to an employee benefit plan, or reasonable expenses
incurred with respect to a proceeding, if the Manager conducted himself in good
faith and reasonable believed his conduct was not opposed to the best interests
of the Company; however, this section 3.08 shall not indemnify any Manager in
connection with (i) a proceeding by or on behalf of the Company in which the
Manager is adjudged liable to the Company; or (ii) in connection with a
proceeding charging improper personal benefit to the Manger, whether or not
involving action on behalf of the Company, in which the Manager was adjudged
liable on the basis that personal benefit was improperly received by him.

3.09     COMPENSATION. A Manger shall not have authority to fix the
compensation of a Manager for acting in his capacity or any other capacity.

NEO California Power LLC                                                  Page 6
Limited Liability Company Agreement

ARTICLE IV

DISSOLUTION AND WINDING UP OF THE COMPANY

4.01     DISSOLUTION DETERMINATION. The Company shall be dissolved and
its affairs shall be wound up upon the determination of the Member to dissolve
the Company which determination shall be in the Member's sole discretion.

4.02     WINDING UP. The Company shall not terminate upon a
dissolution, but shall cease to engage in further business except to the extent
necessary to wind up its affairs, perform existing contracts, and preserve the
value of its assets. The Member (or Manager if so appointed) shall take full
account of the Company's assets and liabilities, and file all certificates and
notices of dissolution as are required by law and wind up its affairs.

ARTICLE V

ACCOUNTING AND MISCELLANEOUS

5.01     ACCOUNTING METHODS. At all times during the term of the
Company, a Manager shall maintain, or cause to be maintained, accurate books and
records of account in which shall be entered all matters relating to the
Company, including all income, expenditures, assets and liabilities thereof.
Such books and records of account shall be maintained in accordance with
generally accepted accounting principles consistently applied from year to year.

5.02     DUTIES OF THE COMPANY. The Company shall:

(a)      ensure that (i) the Company's funds and other assets
are identifiable and are not commingled with those of any other person or
entity, (ii) the Company maintains bank accounts, records and books of account
separate and apart from any other person or entity and (iii) the Company pays
from its assets all obligations and indebtedness of any kind incurred by it;

(b)      ensure that the assets and liabilities of the Company
are readily ascertainable and subject to segregation without requiring
substantial time or expense to effect and account for such segregated assets and
liabilities;

NEO California Power LLC                                                  Page 7
Limited Liability Company Agreement

(c)      conduct the Company's business solely in its own name
(including without limitation by use of its own stationary and business forms)
so as not to mislead others as to the entity with which such others are
concerned;

(d)      not engage in any activities with the Company's
affiliates (including without limitation appointing any affiliate of the Company
an agent of the Company) other than in connection with the activities set forth
in Section 1.04;

(e)      not enter (or hold itself out as having entered) into
any agreement or arrangement to guarantee or, in any way or under any condition,
become obligated or liable (or hold itself out as being obligated or liable) for
all or any part of any financial or other obligation of another person or entity
other than in connection with the activities set forth in Section 1.04;

(f)      not make or permit to exist loans or advances to
another person or entity other than in connection with the activities set forth
in Section 1.04;

(g)      conduct its business in accordance with all requisite
limited liability company procedures and formalities; and

(h)      neither control the decision with respect to the
daily affairs of any other person or entity other than in connection with the
activities set forth in Section 1.04.

5.03     FISCAL YEAR. The fiscal year of the Company shall end on
December 31st of each year.

5.04     BINDING PROVISIONS. The provisions contained in this Agreement
shall be binding upon the heirs, personal representatives, successors and
permitted assigns of the Member.

5.05     SEVERABILITY. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under the present or future laws effective
during the term of this Agreement, such provision shall be fully severable, and
this Agreement will be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement, and the
remaining provisions of this Agreement will remain in full force and effect, and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance from this Agreement.

NEO California Power LLC                                                  Page 8
Limited Liability Company Agreement

Furthermore, in lieu of such illegal, invalid or unenforceable provision, there
will be added automatically as part of this Agreement a provision as similar in
terms and effect to such illegal, invalid or unenforceable provision as would be
legal, valid and enforceable.

5.06     ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding and agreement with respect to the subject matter of this
Agreement, and supersedes all prior and contemporaneous agreements and
understandings, inducements, or conditions, express or implied, oral or written,
except as contained in this Agreement.

5.07     APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

5.08     NO THIRD PARTY BENEFICIARIES. This Agreement is made solely
and specifically among and for the benefit of the parties hereto, and their
respective successors and assigns, and no other person will have any rights,
interest or claim hereunder or be entitled to any benefits under or on account
of this Agreement, whether as a third party beneficiary or otherwise.

5.09     AMENDMENT OF AGREEMENT. This Agreement may be amended only by
a writing duly executed and adopted by the Member.

IN WITNESS THEREOF, the Member acknowledges this Agreement and that the
Member has duly executed and adopted this Agreement, effective as of the day and
year first above written.

NEO CORPORATION

By: /s/ Peter D. Jones
---------------------------------
Peter D. Jones President
Duly Authorized

EXHIBIT 3.27

CERTIFICATE OF FORMATION
OF
NEO CHESTER-GEN LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NEO
Chester-Gen LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Tammie S. Ptacek, NEO Corporation, 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NEO Chester-Gen LLC this 12th day of July, 2000.

/s/ Tammie S. Ptacek
-----------------------
Tammie S. Ptacek
Authorized Person

CERTIFICATE OF MERGER

Statoil Energy Power/Bethlehem, Inc., a Pennsylvania corporation
("SEPB") and NEO Chester-Gen LLC, a Delaware limited liability company ("NEO
Chester"), do hereby agree and certify that:

1.       Attached hereto and incorporated herein by reference is the
Plan and Agreement of Merger dated September 12, 2000, to become effective at
the close of business on the Effective Date of Merger, as defined therein (the
"Plan"), which has been authorized, adopted, approved, executed, certified and
acknowledged by and on behalf of SEPB pursuant to the Pennsylvania Business
Corporation Law of 1988, Subchapter C, and by and on behalf of NEO Chester
pursuant to the Delaware Limited Liability Company Act, Section 18-209.

2.       NEO Power Services Inc., a Delaware corporation ("NPS") is the
sole shareholder of SEPB, By actions in writing dated effective as of September
12, 2000, the sole shareholder and the Board, of Directors of SEPB approved) the
Plan of Merger pursuant to the Pennsylvania Business Corporation Law of 1988,
Section 1924.

3.       NEO Corporation, a Minnesota corporation ("NEO") is the sole
member of NEO Chester. By an action in writing dated effective as of September
12, 2000, NEO approved the Plan of Merger pursuant to the Delaware Limited
Liability Company Act, Sections 18-209 and 18-302.

4.       The name of the surviving entity shall be "NEO Chester-Gen
LLC, a Delaware limited liability company.

5.       The Merger shall become effective as of the close of business
on September 12, 2000.

6.       A copy, of the Plan of Merger on file at the place of business
of the surviving, entity, NEO Chester Delaware limited liability company, at
1221 Nicoller Mall. Suite 700, Minneapolis, Minnesota 55403 and a copy of the
Plan of Merger will be furnished by the surviving entity on request and without
cost to any shareholder of SEPB and any member of NEO Chester.

7.       NEO Chester Gen LLC, the surviving limited liability company
is a qualified foreign limited liability company formed under the laws of the
State of Delaware and the name of its commercial registered officer provider and
the county of venue is The Corporation Trust Company (Philadelphia County).

IN WITNESS WHEREOF, the parties have caused this instrument to be
executed as of September 11, 2000.

STATOIL ENERGY POWER
BETHLEHEM, INC., a Pennsylvania
corporation

By /s/ Tammie S. Ptacek
-------------------------------
Its Secretary
TAMMIE S. PTACEK

NEO CHESTER-GEN LLC a Delaware
limited liability company

By /s/ Tammie S. Ptacek
-------------------------------
Its Secretary
TAMMIE S. PTACEK

PLAN AND AGREEMENT OF MERGER

THIS PLAN AND AGREEMENT OF MERGER is made as the 12th day of September,
2000 (the "Plan") by and between Statoil Energy Power/Bethlehem, Inc. a
Pennsylvania corporation ("SEPB") and NEO Chester Gen LLC, a Delaware limited
liability company ("NEO Chester").

WHEREAS, the sole shareholder of SEPB and the sole member of NEO
Chester deem it advisable and in the best interests of both companies that SEPB
be merged with and into NEO Chester pursuant to the Pennsylvania Business
Corporation Law of 1988, Subchapter C, and the Delaware Limited Liability
Company Act, Section 18-209, and upon the terms and conditions contained in this
Plan, and have authorized and approved this Plan.

NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, SEPB and NEO Chester hereby adopt agree, and consent
to the following agreements, terms and conditions related to said merger (the
"Merger") and the means of carrying the same into effect.

1.       Background

(a)      SEPB filed its Articles of Incorporation in the Commonwealth
of Pennsylvania on November 21, 1991. Three are 100 shares of $1.00 par value
common stock of SEPB outstanding prior to the Merger.

(b)      NEO Chester was organized under the laws of the State of
Delaware on July 13, 2000.

(c)      NEO Power Services Inc. a Delaware corporation is the sole
shareholder of SEPB and is the only member of NEO Chester entitled to vote on
the Merger.

(d)      NEO Corporation, a Minnesota corporation ("NEO) is the sole
member of NEO Chester and is the only member of NEO Chester entitled to vote on
the Merger.

2.       Name of Surviving Entity: Terms and Conditions of the Merger.

On the Effective Date (as defined in paragraph 3) of the Merger, NEO
Chester (sometimes referred to herein as the "Surviving Entity") shall continue
to exist under the name NEO Chester Gen LLC. SEPB shall be merged into NEO
Chester and the separate existence of SEPB shall thereupon cease. NEO Chester as
the Surviving Entity, shall assume all the rights privileges, liabilities and
obligations of SEPB.

3

3.       Effective Date.

Subject to the terms and conditions hereof, the Merger shall become
effective as of the close of business on September 12, 2000 (the "Effective
Date") or, if the Certificate of Merger is field thereafter, on the date upon
which the Certificate of Merger is filed with the Department of State of the
Common wealth of Pennsylvania and the Secretary of State of the State of
Delaware.

4.       Certificate of Incorporation and Bylaws.

On and after the Effective Date, the Certificate of Organization and
Operating Agreement of NEO Chester shall remain in effect as the Certificate of
Organization and Operating Agreement of the Surviving Entity, subject to
amendment as provided by law, and may be certified, separate and apart from the
Plan, as the amended Certificate of Organization and Operating Agreement of the
Surviving Entity.

5.       Officers of Surviving Entity.

The officers of NEO Chester shall remain the officers of the Surviving
Entity on the Effective Date and shall serve at the pleasure of the Surviving
Entity's member or members.

6.       Status and Surrender of Securities.

(a)      On the Effective Date, each outstanding share of capital stock
of SEPB shall be automatically retired and canceled.

(b)      On the Effective Date, the sole member of NEO Chester shall
remain the sole member of NEO Chester.

7.       Amendment, Extension and Waiver.

At any time prior to the Effective Date, this Plan may be amended to
the extent permitted by applicable law. The Plan may not be amended except in
writing signed on behalf of each of the parties hereto. Any agreement on the
part of a party hereto to any extension or waiver shall be valid only if set
forth in writing signed on behalf of such party.

8.       Certain Effects of the Merger.

On the Effective Date:

(a)      SEPB shall merge with and into NEO Chester the Surviving
Entity. The name of the Surviving Entity shall be "NEO Chester Gen LLC", a
Delaware limited liability company;

4

(b)      The separate existence of SEPB shall cease;

(c)      NEO Chester, the Surviving Entity, shall have all of the
rights, privileges, immunities, and powers and shall be subject to all of the
duties and liabilities, of a limited liability company organized under the
Delaware Limited Liability Company Act;

(d)      NEO Chester, the Surviving Entity, shall possess all of the
right, privileges, immunities, and franchises of a public nature, as well as of
a private nature, of SEPB. All property, real, personal, and mixed, and all
debts due on any account, including subscriptions to shares and all other things
in action, and every other interest of or belonging to or due to SEPB shall vest
in NEO Chester without any further act or deed. Confirmatory deeds assignments,
or similar instruments to accomplish that vesting, may be signed and delivered
at any time in the name of SEPB by its last officers. The title to any real
estate or any interest held by SEPB which vests in NEO Chester shall not revert
nor any way become impaired by reason of the Merger: and

(e)      As of the Effective Date, NEO Chester shall be responsible and
liable for all the liabilities and obligations of SEPB. A claim of or against,
or a pending proceeding by or against, substituted in the place of SEPB.

9.       Miscellaneous.

(a)      This Plan (including the documents and instruments referred
herein): (i) constitutes the entire agreement of the parties hereto and
supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof; and (ii) is not intended
to confer upon any other person any rights or remedies hereunder.

(b)      All section headings are inserted for convenience only and
shall not affect the interpretation of this Plan.

(c)      This Plan may be executed in one or more counterparts each of
which shall be deemed an original, which together constitute one and the same
instrument.

(d)      Both before and after the effectiveness of the Merger, the
registered address of NEO Chester shall be: The Corporation Trust Company, 1209
Orange Street, Wilmington, Delaware 19801.

(e)      Notwithstanding the approval of this Plan of Merger by the
sole shareholder of SEPB and the sole member of NEO Chester, this Plan of Merger
may be abandoned at any time prior to the effective date of the Merger.

5

IN WITNESS WHEREOF, as of the date and year first above written, SEPB,
pursuant to authority given by its sole shareholder, has caused this Plan to be
adopted and signed by its duly authorized officer; NEO Chester, pursuant to
authority given by its sole member, has caused this Plan to be adopted and
signed by its duly authorized officer.

STATOIL ENERGY POWER/BETHLEHEM,              NEO CHESTER-GEN LLC
INC.

By: /s/ Tammie S. Ptacek                       By: /s/ Tammie S. Ptacek
------------------------                       -----------------------
Its: Secretary                               Its: secretary
TAMMIE S. PTACEK                             TAMMIE S. PTACEK

6

EXHIBIT 3.28

LIMITED LIABILITY COMPANY AGREEMENT
OF
NEO CHESTER-GEN LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is
effective as of July 13, 2000, and execute and adopted by NEO Corporation, a
Minnesota corporation (the "Member"), as the limited liability company agreement
as to the affairs of a single member limited liability company known as NEO
Chester-Gen LLC formed under and pursuant to the Delaware Limited Liability
Company Act (the "Act").

ARTICLE I

GENERAL PROVISIONS

1.01     FORMATION AND NAME. The parties to this Agreement agree to and
do hereby form a limited liability company under the name "NEO Chester-Gen LLC"
(the "Company"), pursuant to the provisions of the Act and this Agreement. The
Members shall file a Certificate of Formation (the "Certificate") with the
Delaware Secretary of State.

1.02     PRINCIPAL OFFICE AND ADDITIONAL OFFICES. The principal place
of business of the Company shall be located at 901 Marquette Avenue,
Minneapolis, Minnesota 55402. The Manager may change the principal office and
place of business of the Company from time to time, provided that it shall
thereafter promptly send notice to the Member of the new principal office and
place of business of the Company. The Company may have such other additional
offices as the Manager, in its sole discretion, shall deem advisable.

1.03     INITIAL REGISTERED OFFICE AND REGISTERED AGENT. The Company
shall appoint a registered agent and establish a registered office in Delaware,
which shall be the same as the address of the registered agent, and which may be
changed by the Company from time to time.

1.04     PURPOSES. The Company may engage in any lawful business
purpose of activity as set forth in Title 6 of the Act, including but not
limited to, taking such actions as may be necessary or desirable to enable or
facilitate the borrowing of funds by the Member from a financial institution
(the "Borrowing"), the proceeds of which may be:

NEO Chester-Gen LLC                                                       Page 2
Limited Liability Company Agreement

(a)      distributed to, among others, certain of the Member's
limited liability companies;

(b)      to perform the Company's obligations under all
contracts and other agreements entered into in connection with the Borrowing;

(c)      to engage in all other activities permitted under the
terms of all contracts and other agreements entered into in connection with the
Borrowing; and

(d)      to engage in any other activities related or
incidental thereto.

1.05     POWERS. The Company shall have and exercise all powers now or
hereafter conferred by the laws of the State of Delaware on limited liability
companies formed pursuant to the Act.

1.06     TERM. The term of the Company commenced upon the filing of the
Certificate and shall continue until terminated in accordance with other
specific provisions of this Agreement.

1.07     EXTENSION OF TERM. The term of this Company may be extended
beyond the term set forth in Section 1.06 upon the consent of the Member. If
such term is extended, the Company shall cause to be filed an amended
Certificate with the Delaware Secretary of State reflecting the change in the
termination date of the Company.

ARTICLE II

CAPITALIZATION, DISTRIBUTIONS
AND LIMITED LIABILITY OF THE MEMBER

2.01     CAPITAL CONTRIBUTIONS. The Member may make capital
contributions to the Company from time to time, as the Member shall determine in
its sole discretion.

2.02     FINANCING OF THE COMPANY THROUGH INDEBTEDNESS. The Company may
finance the operation of the business of the Company with a loan or loans, as
the Member shall determine in its sole discretion.

NEO Chester-Gen LLC                                                       Page 3
Limited Liability Company Agreement

2.03     DISTRIBUTIONS. The Company shall make distributions of cash or
other property as the Member shall determine in its sole discretion. No
distribution shall be made unless, after giving effect to such distribution, the
fair value of the Company's assets are in excess of all liabilities of the
Company.

2.04     NO LIABILITY OF THE MEMBER. The Member shall have no
obligation to make contributions to the capital of the Company, nor shall the
Member be personally liable for any debts, obligations or liabilities of the
Company.

ARTICLE III

MANAGEMENT

3.01     MANAGEMENT BY MANAGER. The management and control of the
Company and its business and affairs shall rest exclusively in one or more
managers (a "Manager"), who shall be designated and appointed by the Member. The
Member hereby confers upon each of Peter D. Jones and Allen R. Jensen,
individually and jointly, the authority to act alone as a Manager of the
Company. A Manager may, but is not required to, be a Member, and shall serve as
Manager until the Manager's successor is chosen and qualified, or until the
Manager's earlier death, resignation or removal. A Manager may resign upon at
least 30 days' notice to the Member. The Member may remove the Manager without
notice or without cause.

3.02     NO MANAGEMENT BY THE MEMBER. The Member shall not take part in
or interfere in any manner with the management and control of the business of
the Company, and shall not have any right or authority to act for or bind the
Company.

3.03     SCOPE OF MANAGER'S AUTHORITY. A Manager shall have the full
power to execute, for and on behalf of the Company, any and all documents and
instruments which may be necessary or desirable to carry on the business of the
Company, including, without limitation, any and all deeds, contracts, leases,
mortgages, deeds of trust, promissory notes, security agreements and financing
statements pertaining to the Company's assets or obligations. No person dealing
with a Manager need inquire concerning the validity or propriety of a documents
or instrument executed in the name of the Company by a Manager, or as to the
authority of a Manager executing the same. The execution by a Manager of any
such document or instrument, and/or any negotiation activities undertaken by the
Manager relative to the execution by the Manager of any such document or
instrument, prior to the execution of this

NEO Chester-Gen LLC                                                       Page 4
Limited Liability Company Agreement

Agreement, is expressly ratified and affirmed. A Manager's powers and duties
shall include, but not be limited to, the following:

(a)      finance the Company's activities by selling,
pledging, assigning or borrowing against property and assets of the Company or
by borrowing money or guaranteeing secured or unsecured indebtedness and, in
connection therewith, to issue evidence of indebtedness;

(b)      employ or retain any employees, consultants, agents,
brokers, professionals or other persons in any capacity for such compensation
and on such terms as the Manager deems necessary or desirable;

(c)      make purchases on behalf of the Company;

(d)      execute, deliver, make, modify or amend any documents
or instruments in the name of the Company;

(e)      perform or cause to be performed all of the Company's
obligations under any agreement to which the Company is a party, including
without limitation, any of its obligations in respect of indebtedness and any
lien or security interests securing such indebtedness;

(f)      adjust, compromise, settle or refer to arbitration
any claim by or against the Company or any of its assets, to make elections and
prepare and file returns regarding any federal, state or local tax obligations
of the Company, and to institute, prosecute and defend any legal action or
arbitration proceeding involving the Company;

(g)      acquire and enter into contracts of insurance for the
protection of the Company and its assets, Member, management and associates;

(h)      maintain and establish books and records of the
Company;

(i)      establish bank accounts in the name of the Company;

(j)      file annual reports with the Delaware Secretary of
State, and any other documents required by the Act; and

(k)      perform any other necessary ministerial function of
the Company.

NEO Chester-Gen LLC                                                       Page 5
Limited Liability Company Agreement

3.04     PERFORMANCE. A Manager shall devote such time to the business
and affairs of the Company as is reasonably necessary for the performance of the
Manager's, but shall not be required to devote full time to the performance of
such duties.

3.05     PROVISION OF SERVICES. A Manager shall provide or arrange for
the provision of all services required for the Company to carry on its business
and affairs and to perform properly the Manager's functions under this
Agreement. A Manager may hire and retain such persons, on behalf of and at the
expense of the Company, to perform services for the Company, including without
limitation, administrative, legal, accounting, auditing or other services in
connection with the operation of the Company. Such persons may include the
Member or an affiliate of a Member.

3.06     ACTION WITHOUT A MEETING. Any action required or permitted by
this Agreement to be taken by the Managers may be taken without a meeting,
without prior notice, and without a vote, by written consent of either Manager.

3.07     LIMITATION OF LIABILITY OF MANAGER. No Manager shall be
obligated personally for any debt, obligation or liability of the Company or the
Member solely by reason of being or acting as a Manager of the Company. No
Manager shall be personally liable to the Company or to the Member, to the
extent permitted by law, for monetary damages for breach of any fiduciary or
other duty which does not involve: (i) a breach of the duty of loyalty to the
Company or its Members; (ii) acts or omissions that involve willful misconduct
or gross negligence; or (iii) a transaction from which the Manager derived an
improper personal benefit.

3.08     INDEMNIFICATION. The Company shall indemnify a Manager made a
party to a proceeding or threatened to be made a named defendant or respondent
in a proceeding because such Manager acted on behalf of the Company, against
liability for a judgment, settlement, penalty, fine, including an excise tax
assessed with respect to an employee benefit plan, or reasonable expenses
incurred with respect to a proceeding, if the Manager conducted himself in good
faith and reasonable believed his conduct was not opposed to the best interests
of the Company; however, this section 3.08 shall not indemnify any Manager in
connection with (i) a proceeding by or on behalf of the Company in which the
Manager is adjudged liable to the Company; or (ii) in connection with a
proceeding charging improper personal benefit to the Manger, whether or not
involving action on behalf of the Company, in which

NEO Chester-Gen LLC                                                       Page 6
Limited Liability Company Agreement

the Manager was adjudged liable on the basis that personal benefit was
improperly received by him.

3.09     COMPENSATION. A Manger shall not authority to fix the
compensation of a Manger for acting in his capacity or any other capacity.

ARTICLE IV

DISSOLUTION AND WINDING UP OF THE COMPANY

4.01     DISSOLUTION DETERMINATION. The Company shall be dissolved and
its affairs shall be wound up upon the determination of the Member to dissolve
the Company which determination shall be in the Member's sole discretion.

4.02     WINDING UP. The Company shall not terminate upon a
dissolution, but shall cease to engage in further business except to the extent
necessary to wind up its affairs, perform existing contracts, and preserve the
value of its assets. The Member (or Manager if so appointed) shall take full
account of the Company's assets and liabilities, and file all certificates and
notices Of dissolution as are required by law and wind up its affairs.

ARTICLE V

ACCOUNTING AND MISCELLANEOUS

5.01     ACCOUNTING METHODS. At all times during the term of the
Company, a Manager shall maintain, or cause to be maintained, accurate books and
records of account in which shall be entered all matters relating to the
Company, including all income, expenditures, assets and liabilities thereof.
Such books and records of account shall be maintained in accordance with
generally accepted accounting principles consistently applied from year to year.

5.02     DUTIES OF THE COMPANY. The Company shall:

(a)      ensure that (i) the Company's funds and other assets
are identifiable and are not commingled with those of any other person or
entity, (ii) the Company maintains bank accounts, records and books of account
separate and apart from any other person or entity and (iii) the Company pays
from its assets all obligations and indebtedness of any kind incurred by it;

NEO Chester-Gen LLC                                                       Page 7
Limited Liability Company Agreement

(b)      ensure that the assets and liabilities of the Company
are readily ascertainable and subject to segregation without requiring
substantial time or expense to effect and account for such segregated assets and
liabilities;

(c)      conduct the Company's business solely in its own name
(including without limitation by use of its own stationary and business forms)
so as not to mislead others as to the entity with which such others are
concerned;

(d)      not engage in any activities with the Company's
affiliates (including without limitation appointing any affiliate of the Company
an agent of the Company) other than in connection with the activities set forth
in Section 1.04;

(e)      not enter (or hold itself out as having entered) into
any agreement or arrangement to guarantee or, in any way or under any condition,
become obligated or liable (or hold itself out as being obligated or liable) for
all or any part of any financial or other obligation of another person or entity
other than in connection with the activities set forth in Section 1.04;

(f)      not make or permit to exist loans or advances to
another person or entity other than in connection with the activities set forth
in Section 1.04;

(g)      conduct its business in accordance with all requisite
limited liability company procedures and formalities; and

(h)      neither control the decision with respect to the
daily affairs of any other person or entity other than in connection with the
activities set forth in Section 1.04.

5.03     FISCAL YEAR. The fiscal year of the Company shall end on
December 31st of each year.

5.04     BINDING PROVISIONS. The provisions contained in this Agreement
shall be binding upon the heirs, personal representatives, successors and
permitted assigns of the Member.

5.05     SEVERABILITY. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under the present or future laws effective
during the term of this Agreement, such provision shall be fully severable, and
this Agreement will be

NEO Chester-Gen LLC                                                       Page 8
Limited Liability Company Agreement

construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part of this Agreement, and the remaining provisions of
this Agreement will remain in full force and effect, and will not be affected by
the illegal, invalid or unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as part of this Agreement a
provision as similar in terms and effect to such illegal, invalid or
unenforceable provision as would be legal, valid and enforceable.

5.06     ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding and agreement with respect to the subject matter of this
Agreement, and supersedes all prior and contemporaneous agreements and
understandings, inducements, or conditions, express or implied, oral or written,
except as contained in this Agreement.

5.07     APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

5.08     NO THIRD PARTY BENEFICIARIES. This Agreement is made solely
and specifically among and for the benefit of the parties hereto, and their
respective successors and assigns, and no other person will have any rights,
interest or claim hereunder or be entitled to any benefits under or on account
of this Agreement, whether as a third party beneficiary or otherwise.

5.09     AMENDMENT OF AGREEMENT. This Agreement may be amended only by
a writing duly executed and adopted by the Member.

IN WITNESS THEREOF, the Members acknowledge this Agreement and that the
Member has duly executed and adopted this Agreement, effective as of the day and
year first above written.

NEO Corporation

By: /s/ Tammie S. Ptacek
-----------------------------------
Tammie S. Ptacek
Secretary

EXHIBIT 3.29

ARTICLES OF INCORPORATION
OF
NEO CORPORATION

The undersigned, being of full age, hereby adopts the
following Articles of Incorporation for the purpose of forming a corporation
under the Minnesota Business Corporation Act, Chapter 302A, Minnesota Statutes:

ARTICLE I

The name of the corporation is NEO Corporation.

ARTICLE II

The location and post office address of the registered office
of the corporation is 414 Nicollet Mail, Minneapolis, Minnesota 55401.

ARTICLE III

The total authorized number of shares of the Corporation shall
be 1000 shares, all of one class designated as Common Stock.

ARTICLE IV

The name of the incorporator is Craig A. Mataczynski, 414
Nicollet Mall, Minneapolis, Minnesota 55401.

ARTICLE V ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board of
Directors or the shareholders at a meeting may be taken without a meeting by
written action signed by the number of directors that would be required to take
the same action at a meeting of the Board at which all directors were present.

ARTICLE VI LIMITATION OF DIRECTOR LIABILITY

A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages, except to the
extent provided by applicable law for (i) liability based on a breach of the
duty of loyalty to the Corporation or the shareholders; (ii) liability for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law; (iii) liability based on the payment

of an improper dividend or an improper repurchase of the Corporation's stock
under Section 559 of the Minnesota Business Corporation Act (Minnesota Statutes,
Chapter 302A) or for liability arising under Section 80A.23 of Minnesota
Statutes for the unlawful sale of securities; (iv) liability for any transaction
from which the director derived an improper personal benefit; or (v) liability
for any act or omission occurring prior to the date this Article V becomes
effective. If the Minnesota Business Corporation Act is further amended to
authorize the further elimination of limitation of the liability of directors,
then the liability of a director of the Corporation in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by any amendment to the Minnesota Business Corporation
Act. Any repeal or modification of this Article by the shareholders of the
Corporation shall not adversely affect any limitation on the personal liability
of a director of the Corporation existing at the time of such repeal or
modification.

IN WITNESS WHEREOF, I have hereunto set my hand this 26th day
of May, 1993.

/s/ Craig A. Mataczynski
--------------------------------

STATE OF MINNESOTA    )
)  ss
COUNTY OF HENNEPIN    )

On this 26th day of May, 1993, personally appeared before me,
Craig A. Mataczynski, to me known to be the person named in the foregoing
Articles of Incorporation as the incorporator and executed the foregoing
Articles of Incorporation and acknowledged that she executed the same as her own
free act and deed for the purpose expressed therein.

/s/ Joyce A. Garcia
------------------------
Notary Public

[NOTARY STAMP]

2

[STATE SEAL]                                   - See instructions on reverse
side for completing this form.

State of Minnesota
Office of The Secretary of State

NOTICE OF CHANGE OF
REGISTERED OFFICE -- REGISTERED AGENT OR BOTH
BY

Name of Corporation 
NEO Corporation

Pursuant to Minnesota Statutes. Section 302A. 123. 303.10, or 317.19 the
undersigned hereby certifies that the Board of Directors of the above named
Corporation has resolved to change the corporation's registered office or agent:

F      Agent's      (Fill in this box only if you already have an agent. Do not
R       Name        list the corporate name in this box.)

------------------------------------------------------------------------------
O      Address
M  (No. & Street)   414 Nicollet Mall
------------------------------------------------------------------------------
City Minneapolis            County Hennepin      MN        Zip 55401
------------------------------------------------------------------------------

Agent's
Name
------------------------------------------------------------------------------
T     Address       (You may not list a P.O. Box, but you may list a rural route
O  (No. & Street)   and box number.)
1221 Nicollet Mall, Suit 700,
------------------------------------------------------------------------------
City MINNEAPOLIS            County HENNEPIN      MN        Zip 55403-2445
------------------------------------------------------------------------------

The new address may not be a post office box. It must be a street address,
pursuant to Minnesota Statutes, Section 302A.011.Subd. 3.

This change is effective on the day it is filed with the
Secretary of State, unless you indicate another date, no later
than 30 days after filing with the Secretary of State, in this
box:   [                             ]

I certify that I am authorized to execute this certificate and I further certify
that I understand that by signing this certificate I am subject to the penalties
of perjury as set forth in section 609.48 as if I had signed this certificate
under oath.

Name of Officer or Other Authorized Agent of Corporation  Signature

Timothy P. Hunstad                                        /s/ Timothy P. Hunstad
----------------------
Title or Office
President                                               Date 4-3-95

Do not write below this line. For Secretary of State's use only.

Receipt Number                                                   File Data

108132                                                       State of Minnesota
Department of State
SC. 00014-06 (MINN. - 260 - 7/12/89)                               filed
Apr. 04 1995

[STATE SEAL]

MINNESOTA SECRETARY OF STATE

AMENDMENT OF ARTICLES OF INCORPORATION

READ INSTRUCTIONS LISTED BELOW, BEFORE COMPLETING THIS FORM.

1. Type or print in black ink.

2. There is a $35.00 fee payable to the Secretary of State for filing this
"Amendment of Articles of Incorporation".

3. Return Completed Amendment Form and Fee to the address listed on the bottom
of the form.

CORPORATE NAME: (List the name of the company prior to any desired name change)
NEO Corporation

This amendment is effective on the day it is filed with the Secretary of State,
unless you indicate another date, no later than 30 days after filing with the
Secretary of State.

The following amendment(s) to articles regulating the above corporation were
adopted: (Insert full text of newly amended article(s) indicating which
article(s) is (are) being amended or added.) If the full text of the amendment
will not fit in the space provided, attach additional numbered pages. (Total
number of pages including this form O.)

ARTICLE II

The location and post office address of the registered office of the corporation
is 901 Marquette Avenue, Suite 2300, Minneapolis, MN 55402-3265.

This amendment has been approved pursuant to Minnesota Statutes chapter 302A or
317A. I certify that I am authorized to execute this amendment and I further
certify that I understand that by signing this amendment, I am [ILLEGIBLE] to
the penalties of perjury as set forth in section 609.48 as if I had signed this
amendment under oath.

/s/ Valorie A. Kandsen
------------------------
(Signature of Authorized Person)

Name and telephone number of contact person: Kathryn J. Osteraas 612 373-5302
--------------------------------
Please print legibly

All of the information on this form is public and required in order to process
this filing. Failure to provide the requested information will prevent the
Office from approving or further processing this filing.

If you have any questions please contact the Secretary of State's office
at (651)296-2803.

RETURN TO:               Secretary of State
180 State Office Bldg., 100 Constitution Ave.
St. Paul, MN 55155-1299, (651)296-2803

08921340 Rev 10/98

EXHIBIT 3.30

BY-LAWS
OF
NEO CORPORATION

ARTICLE I SHAREHOLDERS

Section 1. Meetings of shareholders shall be held at the registered
office of the Corporation unless another place shall have been determined by the
directors and stated in the notice of meeting. Annual meetings of shareholders
shall be held at such time and date as determined by the Board of Directors.

Section 2. Special meetings of the shareholders may be called and held
as provided by Minnesota Statutes.

ARTICLE II DIRECTORS

Section 1. The number of directors shall be not less than three or more
than seven.

Section 2. A regular meeting of the Board of Directors shall be held
without notice immediately following the annual meeting of shareholders and at
the same place. The Board of Directors may provide for additional regular
meetings without further notice.

Section 3. Special meetings of the Board of Directors may be called by
the president or any two directors on 24-hour notice given personally or
telephonically or by mail, telecopier, telegraph, courier or other similar
means. If notice is given other than orally, receipt of such notice shall be
confirmed orally or in writing by the director or another person of suitable
responsibility at the address to which the notice is directed.

Any director may, either before, at or alter the meeting, waive notice thereof
whether by writing, orally or by attendance at the meeting. Special meetings
shall be held at the place fixed by the Board of Directors for the holding of
meetings, or if no such place has been fixed, at the principal business office
of the Corporation.

Section 4. A director shall hold office until the next annual meeting
of shareholders and until his or her successor is elected and qualifies or until
his or her earlier death, resignation, removal or incapacity.

Section 5. During the intervals between annual meetings the number of
directors may be increased, or decreased by the number of vacancies then
existing, by the Board of Directors, within the limitations of Section 1 of this
Article. No decrease in the Board shall shorten the term of any incumbent
director.

Section 6. Vacancies in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining members of the Board though less
than a quorum. Each person so elected to fill a vacancy shall remain a director
for the unexpired term in respect of which such vacancy occurred and until his
successor is elected and qualifies.

Section 7. The business and affairs of the Company shall be managed by
or under the direction of the Board of Directors. In addition to the powers and
authority expressly conferred upon them by these Bylaws, the Board of Directors
may exercise all such powers and do all such acts and things as may be exercised
or done by the Corporation, but subject, nevertheless, to the rights of the
shareholders of the Corporation as provided under the Minnesota Statutes, the
Articles of Incorporation and these Bylaws.

Section 8. Without limiting the general powers conferred by Section 7
of

2

this Article, and other powers conferred by Minnesota Statutes, the Articles of
Incorporation and by these Bylaws, it is hereby expressly declared that the
Board of Directors shall have the following powers:

(a)      To authorize one or more officers, on behalf of the
Corporation, to borrow money, make and issue notes, bonds, and other evidences
of indebtedness, execute mortgages, deeds, conveyances, contracts, agreements
and other such instruments incidental to the transaction of the business of this
Corporation, and do all other acts necessary to effectuate the same.

(b)      To designates the persons authorized, on the Corporation's
behalf, to make and sign notes, receipts, acceptances, endorsements, drafts,
checks, or other orders for the payment of money, releases, contracts, and other
documents and instruments, and, when appropriate, to make provision for the use
of facsimile signatures thereon.

(c)      To designate the persons authorized, on the Corporation's
behalf, to vote or to assign and transfer any shares or stock, bonds, or other
securities of the Corporation.

ARTICLE III OFFICERS

Section 1. The officers of the Corporation shall be a President, one or
more Vice Presidents, any of whom may have such additional designation as the
Board of Directors may provide, a Secretary and one or more Assistant
Secretaries, a Treasurer

3

and one or more Assistant Treasurers, and such other officers as shall be
determined by the Board of Directors from time to time, who shall be elected
annually at the regular meeting of the Board of Directors held after the annual
meeting of shareholders and shall hold office only so long as they are
satisfactory to the Board of Directors.

Section 2. Subject to decisions of the Board of Directors, the
President shall have general active management of the Corporation and when
present, shall preside at all meetings of the Board and of the shareholders.

Section 3. Any Vice President so elected by the Board of Directors
shall be vested with all powers and shall perform all the duties of the
President in case of his or her absence and shall have such other powers and
perform such other duties as may be prescribed by the President.

Section 4. The Secretary shall give, or cause to be given, all notices
required by Minnesota Statutes, by the Articles of incorporation or by these
Bylaws. The Secretary shall act as secretary of all the meetings of the Board
and shareholders and shall record the proceedings of all such meetings in the
book or books kept for that purpose. Unless otherwise prescribed by the
President, the Secretary shall keep or cause to be kept, a record of all
certificates of stock issued and all transfers thereof, which shall show the
names and addresses of the holders of such certificates and dates of issuance
and transfer. The Secretary shall have such other duties as may be prescribed
by the Board of Directors or the President.

Section 5. The Assistant Secretaries shall be vested with all the
powers and shall perform all duties of the Secretary in the absence or
disability of the latter, and

4

shall perform such other duties as delegated by the Secretary.

Section 6. The Treasurer shall have the care and custody of the
Corporation's funds, evidences of indebtedness, and other valuable financial
documents and shall deposit, or cause to be deposited, all moneys and other
valuable financial documents and effects in the name of and to the credit of the
Corporation in such depositories as shall be designated by the Board of
Directors. The Treasurer shall have such other powers and duties as may be
prescribed by the Board of Directors or the President.

Section 8. The Assistant Treasurers shall be vested with all the powers
and shall perform all the duties of the Treasurer in the absence or disability
of the latter and shall perform such other duties as delegated by the Treasurer.

ARTICLE IV

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Section 1. The Corporation shall indemnify any person made or
threatened to be made a party to a proceeding by reason of the former or present
official capacity of the person acting for the Corporation or acting in an
official capacity with another entity at the direction or request of the
Corporation, according to the terms and under the procedures provided In
Minnesota Statutes Section 302A.

Section 2. The indemnification provided by this Article shall inure to
the benefit of the heirs, executors, administrators and personal representatives
of any person acting in an official capacity for the Corporation.

5

Section 3. The Corporation may purchase and maintain insurance at its
expense to protect itself or on behalf of a person in that person's official
capacity with the Corporation or a subsidiary, against any liability asserted
against and incurred by the person in or arising from that capacity, whether or
not the Corporation would be required by law to indemnify the person against the
liability.

ARTICLE V MISCELLANEOUS

Section 1. Certificates representing shares of the Corporation shall be
in such form as the Board of Directors shall determine. Transfers of shares
shall be made only on the stock transfer of the Corporation.

ARTICLE VI AMENDMENTS

Section 1. These Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by the Board of Directors or by the shareholders.

6

EXHIBIT 3.31

CERTIFICATE OF FORMATION
OF
NEO FREEHOLD-GEN LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NEO
Freehold-Gen LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Tammie S. Ptacek, NEO Corporation, 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NEO Freehold-Gen LLC this 12th day of July, 2000.

/s/ Tammie S. Ptacek 
---------------------
Tammie S. Ptacek 
Authorized Person

EXHIBIT 3.32

LIMITED LIABILITY COMPANY AGREEMENT
OF
NEO FREEHOLD-GEN LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is
effective as of July 13, 2000, and executed and adopted by NEO Corporation, a
Minnesota corporation (the "Member"), as the limited liability company agreement
as to the affairs of a single member limited liability company known as NEO
FREEHOLD-GEN LLC formed under and pursuant to the Delaware Limited Liability
Company Act (the "Act").

ARTICLE I

GENERAL PROVISIONS

1.01     FORMATION AND NAME. The parties to this Agreement agree to and
do hereby form a limited liability company under the name "NEO FREEHOLD-GEN LLC"
(the "Company"), pursuant to the provisions of the Act and this Agreement. The
Members shall file a Certificate of Formation (the "Certificate") with the
Delaware Secretary of State.

1.02     PRINCIPAL OFFICE AND ADDITIONAL OFFICES. The principal place
of business of the Company shall be located at 1221 Nicollet Mall, Suite 700,
Minneapolis, Minnesota 55403-2445. The Manager may change the principal office
and place of business of the Company from time to time, provided that it shall
thereafter promptly send notice to the Member of the new principal office and
place of business of the Company. The Company may have such other additional
offices as the Manager, in its sole discretion, shall deem advisable.

1.03     INITIAL REGISTERED OFFICE AND REGISTERED AGENT. The Company
shall appoint a registered agent and establish a registered office in Delaware,
which shall be the same as the address of the registered agent, and which may be
changed by the Company from time to time.

1.04     PURPOSES. The Company is formed for the following purpose.
Except as stated below, the Company shall not engage in any business or activity
whatsoever (a) to own and operate equipment to produce and sell synthetic fuel,
including specifically coal briquettes; and (b) to take such actions as may be
necessary or desirable to enable or facilitate the borrowing of funds by the
Member from a

NEO Freehold-Gen LLC                                                     Page 2
Limited Liability Company Agreement

financial institution (the "Borrowing") for its business purposes, (c) to
perform the Company's obligations under all contracts and other agreements
entered into in connection with the Borrowing; (d) to engage in all other
activities permitted under the terms of all contracts and other agreements
entered into in connection with the Borrowing; and (e) to engage in any other
activities related or incidental thereto.

1.05     POWERS. The Company shall have and exercise all powers now or
hereafter conferred by the laws of the State of Delaware on limited liability
companies formed pursuant to the Act.

1.06     TERM. The term of the Company commenced upon the filing of the
Certificate and shall continue for 30 years unless sooner terminated or extended
as provided in Section 1.07 hereof, or sooner terminated in accordance with
other specific provisions of this Agreement.

1.07     EXTENSION OF TERM. The term of this Company may be extended
beyond the term set forth in Section 1.06 upon the consent of the Member. If
such term is extended, the Company shall cause to be filed an amended
Certificate with the Delaware Secretary of State reflecting the change in the
termination date of the Company.

ARTICLE II

CAPITALIZATION, DISTRIBUTIONS
AND LIMITED LIABILITY OF THE MEMBER

2.01     CAPITAL CONTRIBUTIONS. The Member may make capital
contributions to the Company from time to time, as the Member shall determine in
its sole discretion.

2.02     FINANCING OF THE COMPANY THROUGH INDEBTEDNESS. The Company may
finance the operation of the business of the Company with a loan or loans, as
the Member shall determine in its sole discretion.

2.03     DISTRIBUTIONS. The Company shall make distributions of cash or
other property as the Member shall determine in its sole discretion. No
distribution shall be made unless, after giving effect to such distribution, the
fair value of the Company's assets are in excess of all liabilities of the
Company.

NEO Freehold-Gen LLC                                                     Page 3
Limited Liability Company Agreement

2.04     No LIABILITY OF THE MEMBER. The Member shall have no
obligation to make contributions to the capital of the Company, nor shall the
Member be personally liable for any debts, obligations or liabilities of the
Company.

ARTICLE III

MANAGEMENT

3.01     MANAGEMENT BY MANAGER. The management and control of the
Company and its business and affairs shall rest exclusively in one or more
managers (a "Manager"), who shall be designated and appointed by the Member. The
Member hereby confers upon each of Peter D. Jones and Allen R. Jensen,
individually and jointly, the authority to act alone as a Manager of the
Company. A Manager may, but is not required to, be a Member, and shall serve as
Manager until the Manager's successor is chosen and qualified, or until the
Manager's earlier death, resignation or removal. A Manager may resign upon at
least 30 days' notice to the Member. The Member may remove the Manager without
notice or without cause.

3.02     NO MANAGEMENT BY THE MEMBER. The Member shall not take part in
or interfere in any manner with the management and control of the business of
the Company, and shall not have any right or authority to act for or bind the
Company.

3.03     SCOPE OF MANAGER'S AUTHORITY. A Manager shall have the full
power to execute, for and on behalf of the Company, any and all documents and
instruments which may be necessary or desirable to carry on the business of the
Company, including, without limitation, any and all deeds, contracts, leases,
mortgages, deeds of trust, promissory notes, security agreements and financing
statements pertaining to the Company's assets or obligations. No person dealing
with a Manager need inquire concerning the validity or propriety of a document
or instrument executed in the name of the Company by a Manager, or as to the
authority of a Manager executing the same. The execution by a Manager of any
such document or instrument, and/or any negotiation activities undertaken by the
Manager relative to the execution by the Manager of any such document or
instrument, prior to the execution of this Agreement, is expressly ratified and
affirmed. A Manager's powers and duties shall include, but not be limited to,
the following:

(a)      finance the Company's activities by selling,
pledging, assigning or borrowing against property and assets of the Company or
by borrowing money or

NEO Freehold-Gen LLC                                                     Page 4
Limited Liability Company Agreement

guaranteeing secured or unsecured indebtedness and, in connection therewith, to
issue evidence of indebtedness;

(b)      employ or retain any employees, consultants, agents,
brokers, professionals or other persons in any capacity for such compensation
and on such terms as the Manager deems necessary or desirable;

(c)      make purchases on behalf of the Company;

(d)      execute, deliver, make, modify or amend any documents
or instruments in the name of the Company;

(e)      perform or cause to be performed all of the Company's
obligations under any agreement to which the Company is a party, including
without limitation, any of its obligations in respect of indebtedness and any
lien or security interests securing such indebtedness;

(f)      adjust, compromise, settle or refer to arbitration
any claim by or against the Company or any of its assets, to make elections and
prepare and file returns regarding any federal, state or local tax obligations
of the Company, and to institute, prosecute and defend any legal action or
arbitration proceeding involving the Company;

(g)      acquire and enter into contracts of insurance for the
protection of the Company and its assets, Member, management and associates;

(h)      maintain and establish books and records of the
Company;

(i)      establish bank accounts in the name of the Company;

(j)      file annual reports with the Delaware Secretary of
State, and any other documents required by the Act; and

(k)      perform any other necessary ministerial function of
the Company.

3.04     PERFORMANCE. A Manager shall devote such time to the business
and affairs of the Company as is reasonably necessary for the performance of the
Manager's, but shall not be required to devote full time to the performance of
such duties.

NEO Freehold-Gen LLC                                                     Page 5
Limited Liability Company Agreement

3.05     PROVISION OF SERVICES. A Manager shall provide or arrange for
the provision of all services required for the Company to carry on its business
and affairs and to perform properly the Manager's functions under this
Agreement. A Manager may hire and retain such persons, on behalf of and at the
expense of the Company, to perform services for the Company, including without
limitation, administrative, legal, accounting, auditing or other services in
connection with the operation of the Company. Such persons may include the
Member or an affiliate of a Member.

3.06     ACTION WITHOUT A MEETING. Any action required or permitted by
this Agreement to be taken by the Managers may be taken without a meeting,
without prior notice, and without a vote, by written consent of either Manager.

3.07     LIMITATION OF LIABILITY OF MANAGER. No Manager shall be
obligated personally for any debt, obligation or liability of the Company or the
Member solely by reason of being or acting as a Manager of the Company. No
Manager shall be personally liable to the Company or to the Member, to the
extent permitted by law, for monetary damages for breach of any fiduciary or
other duty which does not involve: (i) a breach of the duty of loyalty to the
Company or its Members; (ii) acts or omissions that involve willful misconduct
or gross negligence; or (iii) a transaction from which the Manager derived an
improper personal benefit.

3.08     INDEMNIFICATION. The Company shall indemnify a Manager made a
party to a proceeding or threatened to be made a named defendant or respondent
in a proceeding because such Manager acted on behalf of the Company, against
liability for a judgment, settlement, penalty, fine, including an excise tax
assessed with respect to an employee benefit plan, or reasonable expenses
incurred with respect to a proceeding, if the Manager conducted himself in good
faith and reasonable believed his conduct was not opposed to the best interests
of the Company; however, this section 3.08 shall not indemnify any Manager in
connection with (i) a proceeding by or on behalf of the Company in which the
Manager is adjudged liable to the Company; or (ii) in connection with a
proceeding charging improper personal benefit to the Manger, whether or not
involving action on behalf of the Company, in which the Manager was adjudged
liable on the basis that personal benefit was improperly received by him.

3.09     COMPENSATION. A Manger shall not have authority to fix the
compensation of a Manager for acting in his capacity or any other capacity.

NEO Freehold-Gen LLC                                                     Page 6
Limited Liability Company Agreement

ARTICLE IV

DISSOLUTION AND WINDING UP OF THE COMPANY

4.01     DISSOLUTION DETERMINATION. The Company shall be dissolved and
its affairs shall be wound up upon the determination of the Member to dissolve
the Company which determination shall be in the Member's sole discretion.

4.02     WINDING UP. The Company shall not terminate upon a
dissolution, but shall cease to engage in further business except to the extent
necessary to wind up its affairs, perform existing contracts, and preserve the
value of its assets. The Member (or Manager if so appointed) shall take full
account of the Company's assets and liabilities, and file all certificates and
notices of dissolution as are required by law and wind up its affairs.

ARTICLE V

ACCOUNTING AND MISCELLANEOUS

5.01     ACCOUNTING METHODS. At all times during the term of the
Company, a Manager shall maintain, or cause to be maintained, accurate books
and records of account in which shall be entered all matters relating to the
Company, including all income, expenditures, assets and liabilities thereof.
Such books and records of account shall be maintained in accordance with
generally accepted accounting principles consistently applied from year to year.

5.02     DUTIES OF THE COMPANY. The Company shall:

(a)      ensure that (i) the Company's funds and other assets
are identifiable and are not commingled with those of any other person or
entity, (ii) the Company maintains bank accounts, records and books of account
separate and apart from any other person or entity and (iii) the Company pays
from its assets all obligations and indebtedness of any kind incurred by it;

(b)      ensure that the assets and liabilities of the Company
are readily ascertainable and subject to segregation without requiring
substantial time or expense to effect and account for such segregated assets and
liabilities;

NEO Freehold-Gen LLC                                                     Page 7
Limited Liability Company Agreement

(c)      conduct the Company's business solely in its own name
(including without limitation by use of its own stationary and business forms)
so as not to mislead others as to the entity with which such others are
concerned;

(d)      not engage in any activities with the Company's
affiliates (including without limitation appointing any affiliate of the Company
an agent of the Company) other than in connection with the activities set forth
in Section 1.04;

(e)      not enter (or hold itself out as having entered) into
any agreement or arrangement to guarantee or, in any way or under any condition,
become obligated or liable (or hold itself out as being obligated or liable) for
all or any part of any financial or other obligation of another person or entity
other than in connection with the activities set forth in Section 1.04;

(f)      not make or permit to exist loans or advances to
another person or entity other than in connection with the activities set forth
in Section 1.04;

(g)      conduct its business in accordance with all requisite
limited liability company procedures and formalities; and

(h)      neither control the decision with respect to the
daily affairs of any other person or entity other than in connection with the
activities set forth in Section 1.04.

5.03     FISCAL YEAR. The fiscal year of the Company shall end on
December 31st of each year.

5.04     BINDING PROVISIONS. The provisions contained in this Agreement
shall be binding upon the heirs, personal representatives, successors and
permitted assigns of the Member.

5.05     SEVERABILITY. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under the present or future laws effective
during the term of this Agreement, such provision shall be fully severable, and
this Agreement will be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement, and the
remaining provisions of this Agreement will remain in full force and effect, and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance from this Agreement.

NEO Freehold-Gen LLC                                                     Page 8
Limited Liability Company Agreement

Furthermore, in lieu of such illegal, invalid or unenforceable provision, there
will be added automatically as part of this Agreement a provision as similar in
terms and effect to such illegal, invalid or unenforceable provision as would be
legal, valid and enforceable.

5.06     ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding and agreement with respect to the subject matter of this
Agreement, and supersedes all prior and contemporaneous agreements and
understandings, inducements, or conditions, express or implied, oral or written,
except as contained in this Agreement.

5.07     APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

5.08     NO THIRD PARTY BENEFICIARIES. This Agreement is made solely
and specifically among and for the benefit of the parties hereto, and their
respective successors and assigns, and no other person will have any rights,
interest or claim hereunder or be entitled to any benefits under or on account
of this Agreement, whether as a third party beneficiary or otherwise.

5.09     AMENDMENT OF AGREEMENT. This Agreement may be amended only by
a writing duly executed and adopted by the Member.

IN WITNESS THEREOF, the Member acknowledges this Agreement and that the
Member has duly executed and adopted this Agreement, effective as of the day and
year first above written.

NEO CORPORATION

By: /s/ Peter D. Jones
------------------------------
Peter D. Jones, President
Duly Authorized

EXHIBIT 3.33

CERTIFICATE OF INCORPORATION
OF
NEO LANDFILL GAS HOLDINGS INC.

FIRST. The name of the corporation is NEO Landfill Gas Holdings Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Timothy P.
Hunstad, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and ail rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional

misconduct or a knowing violation of law, (c) pursuant to Section 174 of the
General Corporation Law of Delaware or (d) for any transaction from which the
director derived any improper personal benefit. Any repeal or modification of
this Article Ninth by the stockholders of the corporation shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Timothy P. Hunstad
------------------------
Timothy P. Hunstad

EXHIBIT 3.34

BYLAWS
OF
NEO LANDFILL GAS HOLDINGS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

NEO Landfill Gas Holdings Inc.        Bylaws                              Page 2

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or by proxy of the holders of shares of stock having a
majority of the votes which could be cast by the holders of all outstanding
shares of stock entitled to vote at the meeting shall be necessary and
sufficient to constitute a quorum. In the absence of a quorum, the stockholders
so present may, by majority vote, adjourn the meeting from time to time in the
manner provided in Section 1.4 of these bylaws until a quorum shall attend.
Shares of its own stock belonging to the corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held, directly or indirectly, by the corporation,
shall neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of the corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these

NEO Landfill Gas Holdings Inc.       Bylaws                               Page 3

bylaws, be decided by the vote of the holders of shares of stock having a
majority of the votes which could be cast by the holders of all shares of stock
entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any

NEO Landfill Gas Holdings Inc.       Bylaws                               Page 4

purpose germane to the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action By Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director

NEO Landfill Gas Holdings Inc.       Bylaws                               Page 5

so elected shall hold office until the expiration of the term of office of the
director whom he or she has replaced or until his or her successor is elected
and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NEO Landfill Gas Holdings Inc.       Bylaws                               Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual

NEO Landfill Gas Holdings Inc.      Bylaws                               Page 7

rights of such officer, if any, with the corporation. Any number of offices may
be held by the same person. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise may be filled for the
unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NEO Landfill Gas Holdings Inc.       Bylaws                               Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer, employee

NEO Landfill Gas Holdings Inc.       Bylaws                               Page 9

or agent of another corporation, partnership, joint venture, trust, enterprise
or non-profit entity shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint venture, trust,
enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the

NEO Landfill Gas Holdings Inc.      Bylaws                               Page 10

committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (2) the material facts as to his, her or their relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders or (3) the
contract or transaction is fair as to the corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

Exhibit 3.35

CERTIFICATE OF INCORPORATION

OF

STATOIL ENERGY FAIRLESS HILLS, INC.

FIRST: The name of this corporation shall be:

STATOIL ENERGY FAIRLESS HILLS, INC.

SECOND: Its registered office in the State of Delaware is to be located
at 1013 Centre Road, in the City of Wilmington, County of New Castle and its
registered agent at such address is CORPORATION SERVICE COMPANY.

THIRD: The purpose or purposes of the corporation shall be;

To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of
Delaware.

FOURTH: The total number of shares of stock which this corporation is
authorized to issue is: 1,000 shares of Common Stock at $1,00 par value.

FIFTH: The name and address of the incorporator is as follows:

Statoil Energy. Inc.
2800 Eisenhower Avenue
Alexandria, VA 22314

SIXTH: The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.

SEVENTH: No director shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for breach of the
directors duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article Seventh
shall apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein
before named, has executed signed and acknowledged this certificate of
incorporation this 5th day of April, 2000.

STATOIL ENERGY, INC.,
Incorporator

By: /s/ Gerard R. McConnell
-------------------------
Name: Gerard R. McConnell
Title: Secretary

2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

STATOIL ENERGY FAIRLESS HILLS, INC.

STATOIL ENERGY FAIRLESS HILLS, INC., a corporation organized and
existing under and by virtue of the General Corporation LAW of the State of
Delaware, DOES HEREBY CERTIFY:

1.       The name of the corporation (hereinafter the "Corporation")
is:

STATOIL ENERGY FAIRLESS HILLS, INC.

2.       The following amendment to the Certificate of Incorporation of
the Corporation has been adopted:

Paragraph I is amended to read as follows:

The name of the corporation is; STATOIL ENERGY POWER
GENERATION, INC.

3.       On April 25, 2000, the Amendment was approved by the
Corporation's sole shareholder by a vote of more than two-thirds of all of the
votes entitled to vote thereon, in accordance with Section 228 of the General
Corporation Law of the State of Delaware.

4.       The Certificate of Amendment shall become effective upon the
filing thereof adopted in accordance with the applicable provisions of Sections
242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, signed and dated this 26th day of April, 2000.

STATOIL ENERGY FAIRLESS HILLS, INC

By: /s/ Gerard R. McConnell
---------------------------
Gerard R. McConnell
Secretary

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
STATOIL ENERGY POWER GENERATION, INC.
(PURSUANT TO SECTION 242)

I, the undersigned Tammie S. Ptacek, Secretary of Statoil Energy Power
Generation, Inc. (the "Company"), a corporation subject to the provisions of the
Delaware General Corporation Law, do hereby certify that pursuant to a Joint
Written Action of the Sole Shareholder and the Board of Directors Taken in
Writing in Lieu of a Meeting dated effective as of September 12, 2000, the
following resolution was adopted:

"RESOLVED; that Article 1 of the Company's Articles of Incorporation be
and hereby is amended and replaced in its entirety with the following:

ARTICLE 1

The name of the Corporation is NEO Power Services Inc.

IN WETNESS WHEREOF, I have hereunto set my hand effective as of this
11th day of September, 2000:

BY: /s/ Tammie S. Ptacek
--------------------------
Tammie S. Ptacek
Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
*****

NEO Power Services. Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle

The Board of Directors of NEO Power Services Inc. adopted the following
resolution on the 12th day of September, 2000.

Resolved, that the registered office of NEO Power Services Inc in the
state of Delaware be and it hereby is changed to Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, and the
authorization of the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.

IN WITNESS WHEREOF, NEO Power Services. Inc. has caused this statement
to be signed by Tammie S. Ptacek, its Secretary, this 19th day of March, 2001.

NEO Power Services. Inc.

/s/ Tammie S. Ptacek
--------------------------
Secretary
Tammie S. Ptacek

Exhibit 3.36

AMENDED AND RESTATED BYLAWS
OF
NEO POWER SERVICES INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NEO Power Services Inc.                 Bylaws                            Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NEO Power Services Inc.               Bylaws                              Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NEO Power Services Inc.               Bylaws                              Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number: Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal: Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NEO Power Services Inc.               Bylaws                              Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NEO Power Services Inc.               Bylaws                              Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election: Qualifications: Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NEO Power Services Inc.               Bylaws                              Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NEO Power Services Inc.               Bylaws                              Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefore has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NEO Power Services Inc.               Bylaws                              Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NEO Power Services Inc.               Bylaws                             Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.37

CERTIFICATE OF FORMATION
OF
NORTHEAST GENERATION HOLDING LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Northeast
Generation Holding LLC. 

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Karin Wentz, NRG Energy, Inc., 1221 Nicollet Mall,
Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Northeast Generation Holding LLC this 29th day of April 1999.

/s/ Karin Wentz 
--------------------
Karin Wentz 
Authorized Person

EXHIBIT 3.38

AMENDMENT TO THE
LIMITED LIABILITY COMPANY AGREEMENT OF
NORTHEAST GENERATION HOLDING LLC
A DELAWARE LIMITED LIABILITY COMPANY

THIS AMENDMENT (the "Amendment") to the Limited Liability Company
Agreement of Northeast Generation Holding LLC, a Delaware limited liability
company (the "Company"), dated as of November 15, 2002 (the "Effective Date"),
is adopted, executed and agreed to by the undersigned, NRG Energy, Inc., a
Delaware corporation and the sole member of the Company (the "Member"), and Lisa
S. Foster, the Independent Member of the Company (the "Independent Member").

WHEREAS, the Member has entered into a Limited Liability Company
Agreement dated as of April 29,1999 in respect of the Company, which provides
that the unanimous consent of the Members and at least one Independent Member
shall be required to take certain actions; and

WHEREAS, the Member and the Independent Member deem it to be advisable
and in the best interests of the Company to amend the provision in the Limited
Liability Company Agreement requiring the unanimous consent of the Members and
the Independent Member and certain other provisions referencing such Independent
Member.

NOW THEREFORE, in consideration of the foregoing, the Member and the
Independent Member hereby amend the Limited Liability Company Agreement as
follows:

(1)      Section 3.08 is hereby amended and restated in its
entirety to read as follows:

" WITHDRAWAL. A Member may not withdraw or resign from the
Company; provided, however, that the Independent Member may
resign at any time, and such resignation shall become
effective upon acceptance by the Company."

(2)      Section 6.05 is hereby deleted in its entirety and is
replaced by the words "Intentionally Omitted."

Except as expressly amended hereby, all of the terms and provisions of
the Limited Liability Company Agreement are and shall remain in full force and
effect.

IN WITNESS WHEREOF, the Member and the Independent Member hereto have
caused this Amendment to be duly executed as of the date first above written.

NRG ENERGY, INC.

By: /s/ Richard C. Kelly
---------------------------
Name: Richard C. Kelly
Its:  President and Chief Operating Officer

By: /s/  Lisa S. Foster
---------------------------
Name: Lisa S. Foster
Independent Member

LIMITED LIABILITY COMPANY AGREEMENT
OF
NORTHEAST GENERATION HOLDING LLC
A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF NORTHEAST GENERATION
HOLDING LLC (this "Agreement"), dated as of April 29, 1999 (the "Effective
Date"), is adopted, executed and agreed to, for good and valuable consideration,
by the Members (as defined below).

RECITALS

1.       NRG Energy, Inc., a Delaware corporation ("NRG"), desires to
form the Company (as defined below) for the purpose of acquiring an ownership
interest NRG Northeast Generating LLC, a Delaware limited liability company ("NE
Genco").

2.       NRG now desires to enter into this Agreement with respect to
various matters relating to the Company.

ARTICLE 1
DEFINITIONS

1.01     DEFINITIONS. As used in this Agreement, the following terms
have the respective meanings set forth below or set forth in the Sections
referred to below:

ACT - the Delaware Limited Liability Company Act.

AFFECTED MEMBER - Section 9.01.

AFFILIATE - with respect to any Person, (a) each entity that
such Person Controls; (b) each Person that Controls such Person,
including, in the case of a Member, such Member's Parent; and (c) each
entity that is under common Control with such Person, including, in the
case of a Member, each entity that is Controlled by such Member's
Parent.

AGREEMENT - introductory paragraph. 

ALTERNATE REPRESENTATIVE - Section 6.02(a)(i).

ASSIGNEE - any Person that acquires a Membership Interest or
any portion thereof through a Disposition; provided, however, that, an
Assignee shall have no right to be admitted to the Company as a Member
except in accordance with Section 3.03(b)(iii).

BANKRUPTCY OR BANKRUPT - with respect to any Person, that (a)
such Person (i) makes a general assignment for the benefit of
creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes
the subject of an order for relief or is declared insolvent in any
federal or state bankruptcy or insolvency proceedings; (iv) files a
petition or answer seeking for such Person a reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or
similar relief under any Law; (v) files an answer or other pleading
admitting or failing to contest the material allegations of a petition
filed against such Person in a proceeding of the type described in
subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents
to, or acquiesces in the appointment of a trustee, receiver, or
liquidator of such Person or of all or any substantial part of such
Person's properties; or (b) against such Person, a proceeding seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any Law has been commenced and 60
Days have expired without dismissal thereof or with respect to which,
without such Person's consent or acquiescence, a trustee, receiver, or
liquidator of such Person or of all or any substantial part of such
Person's properties has been appointed and 60 Days have expired without
the

1

appointment's having been vacated or stayed, or 60 Days have expired
after the date of expiration of a stay, if the appointment has not
previously been vacated.

BUSINESS DAY - ANY day other than a Saturday, a Sunday, or a
holiday on which national banking associations in Minnesota,
Massachusetts or New York are not open for business.

BUYOUT EVENT - Section 9.01.

CAPITAL ACCOUNT - the account to be maintained by the Company
for each Member in accordance with Section 4.06.

CAPITAL CONTRIBUTION - with respect to any Member, the amount
of money and the net agreed value of any property (other than money)
contributed to the Company by the Member. Any reference in this
Agreement to the Capital Contribution of a Member shall include a
Capital Contribution of its predecessors in interest.

CERTIFIED PUBLIC ACCOUNTANTS - a firm of independent public
accountants selected from time to time by the Management Committee.

CHANGE OF MEMBER CONTROL - with respect to any Member, an
event (such as a Disposition of voting securities) that causes such
Member to cease to be Controlled by such Member's Parent; provided,
however, that an event that causes any of such Member's Parents to be
Controlled by another Person shall not constitute a Change of Member
Control.

CLAIM - any and all judgments, claims, causes of action,
demands, lawsuits, suits, proceedings, Governmental investigations or
audits, losses, assessments, fines, penalties, administrative orders,
obligations, costs, expenses, liabilities and damages (whether actual,
consequential or punitive), including interest, penalties, reasonable
attorney's fees, disbursements and costs of investigations,
deficiencies, levies, duties and imposts.

CODE - the Internal Revenue Code of 1986, as amended.

COMPANY - Northeast Generation Holding LLC, a Delaware limited
liability company.

CONFIDENTIAL INFORMATION - information and data (including all
copies thereof) that is furnished or submitted by any of the Members or
their Affiliates, whether oral (and if oral, reduced to writing and
marked "confidential" within 10 days of disclosure), written, or
electronic, on a confidential basis to the other Members or their
Affiliates in connection with the Company, and any and all of the
activities and studies performed pursuant to this Agreement or any
Asset Purchase Agreement or Loan Document, and the resulting
information and data obtained from those studies. Notwithstanding the
foregoing, the term "Confidential Information" shall not include any
information that:

(a)      is in the public domain at the time of its
disclosure or thereafter (other than as a result of a
disclosure directly or indirectly by a Member or its
Affiliates in contravention of this Agreement or any Project
Agreement);

(b)      as to any Member, was in the possession of
such Member or its Affiliates prior to the execution of this
Agreement; or

(c)      is engineering information (for example,
heat balance and capital cost information) that has been
independently acquired or developed by a Member or its
Affiliates without violating any of the obligations of such
Member or its Affiliates under this Agreement.

2

CONTROL - the possession, directly or indirectly of either of
the following:

(a)      (i) in the case of a corporation, more than
50% of the outstanding voting securities thereof; (ii) in the
case of a limited liability company, partnership, limited
partnership or venture, the right to more than 50% of the
distributions therefrom (including liquidating distributions);
(iii) in the case of a trust or estate, including a business
trust, more than 50% of the beneficial interest therein; and
(iv) in the case of any other entity, more than 50% of the
economic or beneficial interest therein; or

(b)      in the case of any entity, the power or
authority, through ownership of voting securities, by contract
or otherwise, to exercise a controlling influence over the
management of the entity.

DAY - a calendar day; provided, however, that if any period of
Days referred to in this Agreement shall end on a Day that is not a
Business Day, then the expiration of such period shall be automatically
extended until the end of the first succeeding Business Day.

DEFAULT - the failure of a Member to comply in any material
respect with any of its material agreements, covenants or obligations
under this Agreement; the failure of any representation or warranty
made by a Member in this Agreement to have been true and correct in all
material respects at the time it was made.

DEFAULT RATE - a rate per annum equal to the lesser of (a) a
varying rate per annum equal to the sum of (i) the prime rate as
published in The Wall Street Journal, with adjustments in that varying
rate to be made on the same date as any change in that rate is so
published, plus (ii) 3% per annum, and (b) the maximum rate permitted
by Law.

DELAWARE CERTIFICATE - Section 2.01.

DISPOSE, DISPOSING OR DISPOSITION - with respect to any asset
(including a Membership Interest or any portion thereof), a sale,
assignment, transfer, conveyance, gift, exchange or other disposition
(other than the pledge or assignment to any creditor of the Company, or
any collateral agent for such creditor, of any Membership Interest as
security for the indebtedness to such creditor) of such asset, whether
such disposition be voluntary, involuntary or by operation of Law,
including the following: (a) in the case of an asset owned by a natural
person, a transfer of such asset upon the death of its owner, whether
by will, intestate succession or otherwise; (b) in the case of an asset
owned by an entity, (i) a merger or consolidation of such entity (other
than where such entity is the survivor thereof), (ii) a conversion of
such entity into another type of entity, or (iii) a distribution of
such asset, including in connection with the dissolution, liquidation,
winding-up or termination of such entity (unless, in the case of
dissolution, such entity's business is continued without the
commencement of liquidation or winding-up); and (c) a disposition in
connection with, or in lieu of, a foreclosure of an Encumbrance; but
such terms shall not include the creation of an Encumbrance.

DISPUTE           - Section 10.01.

DISPUTE NOTICE    - Section 10.02.

DISPUTING MEMBER  - Section 10.01.

DISSOLUTION EVENT - Section 11.01(a).

EFFECTIVE DATE    - introductory paragraph.

ENCUMBER, ENCUMBERING, OR ENCUMBRANCE - the creation of a
security interest, lien, pledge, mortgage or other encumbrance, whether
such encumbrance be voluntary, involuntary or by operation of Law;
provided, however, that the pledge or assignment to any creditor of the
Company, or any collateral

3

agent for such creditor, of any Membership Interest as security for the
indebtedness to such creditor shall not be deemed to be an Encumbrance
thereof.

FAIR MARKET VALUE - Section 9.03.

GOVERNMENTAL AUTHORITY (OR GOVERNMENTAL) - a federal, state,
local or foreign governmental authority; a state, province,
commonwealth, territory or district thereof; a county or parish; a
city, town, township, village or other municipality; a district, ward
or other subdivision of any of the foregoing; any executive,
legislative or other governing body of any of the foregoing; any
agency, authority, board, department, system, service, office,
commission, committee, council or other administrative body of any of
the foregoing; any court or other judicial body; and any officer,
official or other representative of any of the foregoing.

INDEPENDENT MEMBER - means a natural person who is not an
officer, director, agent, employee or representative of the Company,
NRG, NE Genco or any Affiliate of any of the foregoing.

INCLUDING - including, without limitation.

LAW - any applicable constitutional provision, statute, act,
code (including the Code), law, regulation, rule, ordinance, order,
decree, ruling, proclamation, resolution, judgment, decision,
declaration, or interpretative or advisory opinion or letter of a
Governmental Authority having valid jurisdiction.

LENDING MEMBER - Section 4.03(a)(ii).

LOAN DOCUMENTS- any and all documents relating to money
borrowed by the Company or NE Genco, including money borrowed through
public or private sales of the Company's or NE Genco's debt securities,
as the same may be amended or restated from time to time.

MANAGEMENT COMMITTEE - Section 6.02.

MEMBER - any Person executing this Agreement as of the date of
this Agreement as a member or hereafter admitted to the Company as a
member as provided in this Agreement, but such term does not include
any Person who has ceased to be a member in the Company.

MEMBERSHIP INTEREST - with respect to any Member, (a) that
Member's status as a Member; (b) that Member's share of the income,
gain, loss, deduction and credits of, and the right to receive
distributions from, the Company; (c) all other rights, benefits and
privileges enjoyed by that Member (under the Act, this Agreement, or
otherwise) in its capacity as a Member, including that Member's rights
to vote, consent and approve and otherwise to participate in the
management of the Company, including through the Management Committee;
and (d) all obligations, duties and liabilities imposed on that Member
(under the Act, this Agreement or otherwise) in its capacity as a
Member, including any obligations to make Capital Contributions.

NE GENCO - Recital 1.

NON-CONTRIBUTING MEMBER - Section 4.03(a). 

NRG - NRG Energy,Inc., a Delaware corporation.

OFFICER - any Person designated as an officer of the Company
as provided in Section 6.02(j), but such term does not include any
Person who has ceased to be an officer of the Company.

OUTSIDE ACTIVITIES - Section 6.04.

PARENT - if applicable to a Member, the company or companies
set forth opposite the name of such Member on Exhibit A.

4

PERSON - the meaning assigned that term in Section 18-101(11)
of the Act and also includes a Governmental Authority and any other
entity.

REPRESENTATIVE - Section 6.02(a)(i).

SECURITIES ACT - the Securities Act of 1933.

SHARING RATIO - subject in each case to adjustments in
accordance with this Agreement or in connection with Dispositions of
Membership Interests, (a) in the case of a Member executing this
Agreement as of the date of this Agreement or a Person acquiring such
Member's Membership Interest, the percentage specified for that Member
as its Sharing Ratio on Exhibit A, and (b) in the case of Membership
Interest issued pursuant to Section 3.04, the Sharing Ratio established
pursuant thereto; provided, however, that the total of all Sharing
Ratios shall always equal 100%.

SOLE DISCRETION - a Member's sole and absolute discretion,
with or without cause, and subject to whatever limitations or
qualifications the Member may impose.

TAX MATTERS MEMBER - Section 7.03(a).

TERM - Section 2.06.

TERMINATED MEMBER - Section 9.05.

TREASURY REGULATIONS - the regulations (including temporary
regulations) promulgated by the United States Department of the
Treasury pursuant to and in respect of provisions of the Code. All
references herein to sections of the Treasury Regulations shall include
any corresponding provision or provisions of succeeding, similar or
substitute, temporary or final Treasury Regulations.

UNIFORM COMMERCIAL CODE - means the Uniform Commercial Code as
in effect from time to time in the State of New York.

Other terms defined herein have the meanings so given them.

1.02     CONSTRUCTION. Unless the context requires otherwise: (a) the
gender (or lack of gender) of all words used in this Agreement includes the
masculine, feminine, and neuter; (b) references to Articles and Sections refer
to Articles and Sections of this Agreement; (c) references to Exhibits refer to
the Exhibits attached to this Agreement, each of which is made a part hereof for
all purposes; (d) references to Laws refer to such Laws as they may be amended
from time to time, and references to particular provisions of a Law include any
corresponding provisions of any succeeding Law; and (e) references to money
refer to legal currency of the United States of America.

ARTICLE 2
ORGANIZATION

2.01     FORMATION. The Company has been organized as a Delaware
limited liability company by the filing of a Certificate of Formation, dated as
of the Effective Date (the "Delaware Certificate"), with the Secretary of State
of Delaware pursuant to the Act.

2.02     NAME. The name of the Company is "NRG Eastern LLC" and all
Company business must be conducted in that name or such other names that comply
with Law as the Management Committee may select.

2.03     REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE IN THE
UNITED STATES; OTHER OFFICES. The registered office of the Company required by
the Act to be maintained in the State of Delaware shall be the office of the
initial registered agent named in the Delaware Certificate or such other office
(which need not be a place of business of the Company) as the Management
Committee may designate in the manner provided by Law. The registered agent of
the Company in the State of Delaware shall be the initial registered agent named
in the Delaware

5

Certificate or such other Person or Persons as the Management Committee may
designate in the manner provided by Law. The principal office of the Company in
the United States shall be at such place as the Management Committee may
designate, which need not be in the State of Delaware, and the Company shall
maintain records there or such other place as the Management Committee shall
designate and shall keep the street address of such principal office at the
registered office of the Company in the State of Delaware. The Company may have
such other offices as the Management Committee may designate.

2.04     PURPOSES. The purposes of the Company are (i) to acquire a 50%
member interest in NE Genco and a 0.5% member interest in each of Huntley Power
LLC, Dunkirk Power LLC, Astoria Gas Turbine Power LLC, Arthur Kill Power LLC,
Somerset Power LLC and Oswego Harbor Power LLC, Delaware limited liability
companies that are subsidiaries of Ne Genco, and (ii) to engage in any
activities directly relating thereto or to the businesses of any majority owned
subsidiaries of NE Genco, including obtaining financing for and contributing
required capital to NE Genco for the foregoing purposes.

2.05     FOREIGN QUALIFICATION. Prior to the Company's conducting
business in any jurisdiction other than Delaware, the Management Committee shall
cause the Company to comply, to the extent procedures are available and those
matters are reasonably within the control of the Management Committee, with all
requirements necessary to qualify the Company as a foreign limited liability
company in that jurisdiction. At the request of the Management Committee, each
Member shall execute, acknowledge, swear to, and deliver all certificates and
other instruments , conforming with this Agreement that are necessary or
appropriate to qualify, continue, and terminate the Company as a foreign limited
liability company in all such jurisdictions in which the Company may conduct
business.

2.06     TERM. The period of existence of the Company (the "Term ")
commenced on the Effective Date and shall end at such time as a certificate of
cancellation is filed with the Secretary of State of Delaware in accordance with
Section 11.04. Such period may be extended from time to time by Members holding
a majority of the Membership Interests.

2.07     NO STATE-LAW PARTNERSHIP. The Members intend that the Company
not be a partnership (including a limited partnership) or joint venture, and
that no Member be a partner or joint venturer of any other Member, for any
purposes other than federal and state tax purposes, and this Agreement may not
be construed to suggest otherwise.

2.08     CERTIFICATES OF MEMBERSHIP INTEREST; APPLICABILITY OF ARTICLE
8 OF UCC. All Membership. Interests shall be represented by certificates in such
form as the Management Committee shall from time to time approve, shall be
recorded in a register thereof maintained by the Company, and shall be subject
to such rules for the issuance thereof as the Management Committee may from time
to time determine. Membership Interests shall be subject to the provisions of
Article 8 of the Uniform Commercial Code as may be applicable from time to time.

ARTICLE 3
MEMBERSHIP; DISPOSITIONS OF INTERESTS

3.01     INITIAL MEMBERS. The initial Member of the Company is NRG,
which is admitted to the Company as a Member effective contemporaneously with
the execution by it of this Agreement.

3.02     REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Member hereby
represents, warrants and covenants to the Company and each other Member that the
following statements are true and correct as of the Effective Date and shall be
true and correct at all times that such Member is a Member:

(a)      that Member is duly incorporated, organized or formed
(as applicable), validly existing, and (if applicable) in good standing
under the Law of the jurisdiction of its incorporation, organization or
formation; to the extent required by applicable Law, that Member is
duly qualified and in good standing in the jurisdiction of its
principal place of business, if different from its jurisdiction of
incorporation, organization or formation; and that Member has full
power and authority to execute and deliver this Agreement and to
perform its obligations hereunder, and all necessary actions by the
board of directors, shareholders, managers, members, partners,
trustees, beneficiaries, or other applicable Persons necessary

6

for the due authorization, execution, delivery, and performance of this
Agreement by that Member have been duly taken;

(b)      that Member has duly executed and delivered this
Agreement and the other documents contemplated herein, and they
constitute the legal, valid and binding obligation of that Member
enforceable against it in accordance with their terms (except as may be
limited by bankruptcy, insolvency or similar Laws of general
application and by the effect of general principles of equity,
regardless of whether considered at law or in equity); and

(c)      that Member's authorization, execution, delivery, and
performance of this Agreement does not and will not (i) conflict with,
or result in a breach, default or violation of, (A) the organizational
documents of such Member, (B) any contract or agreement to which that
Member is a party or is otherwise subject, or (C) any Law, order,
judgment, decree, writ, injunction or arbitral award to which that
Member is subject; or (ii) require any consent, approval or
authorization from, filing or registration with, or notice to, any
Governmental Authority or other Person, unless such requirement has
already been satisfied.

3.03     DISPOSITIONS AND ENCUMBRANCES OF MEMBERSHIP INTERESTS.

(a)      GENERAL RESTRICTION. A Member may not Dispose of or
Encumber all or any portion of its Membership Interest except in strict
accordance with this Section 3.03. (References in this Section 3.03 to
Dispositions or Encumbrances of a "Membership Interest" shall also
refer to Dispositions or Encumbrances of a portion of a Membership
Interest.) Any attempted Disposition or Encumbrance of a Membership
Interest, other than in strict accordance with this Section 3.03, shall
be, and is hereby declared, null and void ab initio. The Members agree
that a breach of the provisions of this Section 3.03 may cause
irreparable injury to the Company and to the other Members for which
monetary damages (or other remedy at law) are inadequate in view of (i)
the complexities and uncertainties in measuring the actual damages that
would be sustained by reason of the failure of a Member to comply with
such provision and (ii) the uniqueness of the Company business and the
relationship among the Members. Accordingly, the Members agree that the
provisions of this Section 3.03 may be enforced by specific
performance.

(b)      DISPOSITIONS OF MEMBERSHIP INTERESTS.

(i)      GENERAL RESTRICTION. A Member may not
Dispose of all or any portion of its Membership Interest
except by complying with all of the following requirements:

(A)      such Member must receive the
unanimous consent of the non- Disposing Members,
which consent shall not be unreasonably withheld by
each of such other Members; provided, however, that
such consent need not be obtained if (I) the proposed
Assignee is a Affiliate of the Disposing Member and
(II) such proposed Assignee demonstrates to the
reasonable satisfaction of the other Members that it
has the ability to meet the financial and contractual
commitments and other obligations of the Disposing
Member; and

(B)      such Member must comply with the
requirements of Section 3.03(b)(iii) and, if the
Assignee is to be admitted as a Member, Section
3.03(b)(ii).

(ii)     ADMISSION OF ASSIGNEE AS A MEMBER. An
Assignee has the right to be admitted to the Company as a
Member, with the Membership Interest (and attendant Sharing
Ratio) so transferred to such Assignee, only if (A) the
Disposing Member making the Disposition has granted the
Assignee either (I) the Disposing Member's entire Membership
Interest or (II) the express right to be so admitted; and (B)
such Disposition is effected in strict compliance with this
Section 3.03.

(iii)    REQUIREMENTS APPLICABLE TO ALL DISPOSITIONS
AND ADMISSIONS. In addition to the requirements set forth in
Sections 3.03(b)(i) and 3.03(b)(ii), any Disposition of a
Membership

7

Interest and any admission of an Assignee as a Member shall
also be subject to the following requirements, and such
Disposition (and admission, if applicable) shall not be
effective unless such requirements are complied with;
provided, however, that the Management Committee, in its sole
and absolute discretion, may waive any of the following
requirements:

(A)      DISPOSITION DOCUMENTS. THE
following documents must be delivered to the
Management Committee and must be satisfactory, in
form and substance, to the Management Committee:

(I)      DISPOSITION INSTRUMENT. A copy of
the instrument pursuant to which the
Disposition is effected.

(II)     RATIFICATION OF THIS AGREEMENT. An
instrument, executed by the Disposing Member
and its Assignee, containing the following
information and agreements, to the extent
they are not contained in the instrument
described in Section 3.03(b)(iii)(A)(I): (1)
the notice address of the Assignee; (2) if
applicable, the Parent of the Assignee; (3)
the Sharing Ratios after the Disposition of
the Disposing Member and its Assignee (which
together must total the Sharing Ratio of the
DISPOSING Member before the Disposition);
(4) the Assignee's ratification of this
Agreement and agreement to be bound by it,
and its confirmation that the
representations and warranties in Section
3.02 are true and correct with respect to
it; (5) the Assignee's ratification of all
of the Project Agreements and agreement by
be bound by them, to the same extent that
the Disposing Member was bound by them prior
to the Disposition; and (6) representations
and warranties by the Disposing Member and
its Assignee (aa) that the Disposition and
admission is being made in accordance with
all applicable Laws, and (bb) that the
matters set forth in Sections
3.03(b)(iii)(A)(III) and (IV) are true and
correct.

(III)    SECURITIES LAW OPINION. Unless the
Membership Interest subject to the
Disposition is registered under the
Securities Act and any applicable state
securities Law, or the proposed Assignee is
a Affiliate as described in 3.03(b)(i)(A)
above, a favorable opinion of the Company's
legal counsel, or of other legal counsel
acceptable to the Management Committee, to
the effect that the Disposition and
admission is being made pursuant to a valid
exemption from registration under those Laws
and in accordance with those Laws.

(IV)     TAX OPINION. A favorable opinion of
the Certified Public Accountants, or of
other certified public accountants
acceptable to the Management Committee, to
the effect that the Disposition would not
result in the Company's being considered to
have terminated within the meaning of Code
Section 708.

(B)      PAYMENT OF EXPENSES. The Disposing
Member and its Assignee shall pay, or reimburse the
Company for, all reasonable costs and expenses
incurred by the Company in connection with the
Disposition and admission, including the legal fees
incurred in connection with the legal opinions
referred to in Sections 3.03(b)(iii)(A)(III) and
(IV), on or before the tenth Day after the receipt by
that Person of the Company's invoice for the amount
due.

(C)      NO RELEASE. No Disposition of a
Membership Interest shall effect a release of the
Disposing Member from any liabilities to the Company
or the other Members arising from events occurring
prior to the Disposition.

(iv)     CHANGE OF MEMBER CONTROL. A Change of Member
Control must also comply with the requirements of this Section
3.03.

8

(c)      ENCUMBRANCES OF MEMBERSHIP INTEREST. A Member may
Encumber its Membership Interest if (i) the instrument creating such
Encumbrance provides that any foreclosure of such Encumbrance (or
Disposition in lieu of such foreclosure) must comply with the
requirements of Section 3.03(b), and (ii) any such Encumbrance is not
prohibited by the Loan Documents.

(d)      RIGHT OF FIRST REFUSAL. Except as otherwise expressly
permitted by this Agreement, this Section 3.03(d) shall apply to any
proposed voluntary Disposition of a Membership Interest to any
purchaser (other than a majority owned Affiliate of the disposing
party) for consideration in the form of cash or promissory notes or
other obligations to pay sums certain. The Member proposing to make
such a Distribution shall provide written notice (a "Disposition Notice
") to the remaining Members at least 90 days prior to the proposed
Disposition. The Disposition Notice must set forth the identity of the
proposed transferee, the sale price, and all other material terms and
conditions of the proposed Disposition. In the Case of a Change of
member Control, the Disposition notice must set forth the portion, if
less than 100%, of the total purchase price that is applicable to such
Member's Membership Interest. Upon receipt of a Disposition Notice, the
remaining Members shall have the option for a period of 30 days to
purchase all, but not less than all, of such Membership Interest. Such
Membership Interest shall be allocated to the Members exercising their
option under this Section 3.03(d) pro rata in accordance with their
Membership Interests. The purchase pursuant to the exercise of this
option shall be at the price and pursuant to the terms and conditions
of the proposed Disposition. If no Member exercises such option, the
Member proposing such Disposition shall be free, for a period of 60
days after the expiration of the remaining Members' options, to Dispose
of the Membership Interests that were the subject of the Disposition
Notice, but only to the party, and for the price and on the terms and
conditions, set forth in the Disposition Notice. If the proposed
disposition does not occur within 60 days after the expiration of the
remaining Members' options, the Membership Interest may not be Disposed
of pursuant to this section 30.0(d) unless the Member again complies
with the terms of this Agreement.

(e)      RIGHTS IN MEMBERSHIP INTERESTS PLEDGED AS COLLATERAL.
Any other provision of this Agreement to the contrary notwithstanding,
by executing and delivering this Agreement, each Member shall be deemed
to have consented to (i) the pledge, assignment, hypothecation and
transfer to any creditor of the Company or NE Genco or its agents,
successors or assigns of, and the grant to such creditor or other
Person of a lien on and security interest in, as security for the
indebtedness of the Company or NE Genco to such creditor, all of such
Member's right, title and interest in, to and under its Membership
Interest and any other collateral securing such indebtedness, (ii) the
exercise by any such creditor or other Person of the rights and
remedies under any security document related to such collateral,
including, without limitation, the right to exercise the voting and
consensual rights and other powers of each Member to the extent
provided in any such security document, and (ii) the right to foreclose
upon or exercise a power of sale with respect to the Membership
Interest of each Member and any other collateral subject to such
security documents and to cause the agent or designee of such creditor
or any third party purchaser of such Membership Interest to become an
additional or substitute Member, and (c) all other provisions of the
loan and security documents relating to such indebtedness or
collateral, the issuance of new or substituted Membership Interests, or
the ownership of Membership Interests.

3.04     CREATION OF ADDITIONAL MEMBERSHIP INTEREST. Provided that the
same is not prohibited by the Loan Documents, additional Membership Interests
may be created and issued to existing Members or to other Persons, and such
other Persons may be admitted to the Company as Members, with the unanimous
consent of the existing Members, on such terms and conditions as the existing
Members may unanimously determine at the time of admission. The terms of
admission or issuance must specify the Sharing Ratios applicable thereto and may
provide for the creation of different classes or groups of Members having
different rights, powers, and duties. The Management Committee may reflect the
creation of any new class or group in an amendment to this Agreement indicating
the different rights, powers, and duties. Any such admission is effective only
after the new Member has executed and delivered to the Members an instrument
containing the notice address of the new Member, the Assignee's ratification of
this Agreement and agreement to be bound by it, and its confirmation that the
representations and warranties in Section 3.02 are true and correct with respect
to it. The provisions of this Section 3.04 shall not apply to Dispositions of
Membership Interests or admissions of Assignees in connection therewith, such
matters being governed by Section 3.03.

9

3.05     ACCESS TO INFORMATION. Each Member shall be entitled to
receive any information that it may request concerning the Company; provided,
however, that this Section 3.05 shall not obligate the Company or the Management
Committee to create any information that does not already exist at the time of
such request (other than to convert existing information from one medium to
another, such as providing a printout of information that is stored in a
computer database). Each Member shall also have the right, upon reasonable
notice, and at all reasonable times during usual business hours to inspect the
properties of the Company and to audit, examine and make copies of the books of
account and other records of the Company. Such right may be exercised through
any agent or employee of such Member designated in writing by it or by an
independent public accountant, engineer, attorney or other consultant so
designated. The Member making the request shall bear all costs and expenses
incurred in any inspection, examination or audit made on such Member's behalf.
Confidential Information obtained pursuant to this Section 3.05 shall be subject
to the provisions of Section 3.06.

3.06     CONFIDENTIAL INFORMATION.

(a) Except as permitted by Section 3.06(b), (i) each Member
shall keep confidential all Confidential Information and shall not
disclose any Confidential Information to any Person, including any of
its Affiliates, and (ii) each Member shall use the Confidential
Information only in connection with the Company.

(b) Notwithstanding Section 3.06(a), but subject to the other
provisions of this Section 3.06, a Member may make the following
disclosures and uses of Confidential Information:

(i)      disclosures to another Member in connection
with the Company;

(ii)     disclosures and uses that are approved by
the Management Committee;

(iii)    disclosures to an Affiliate of such Member
on a "need to know" basis in connection with the Company, if
such Affiliate has agreed to abide by the terms of this
Section 3.06;

(iv)     disclosures to a Person that is not a Member
or an Affiliate of a Member, if such Person has been retained
to provide services by the Member in connection with the
Company or such Member's Membership Interest and has agreed to
abide by the terms of this Section 3.06;

(v)      disclosures to lenders, potential lenders or
other Persons providing financing to the Company and potential
purchasers of equity interests in the Company, if such Persons
have agreed to abide by the terms of this Section 3.06;

(vi)     disclosures to any independent system
operator or its consultants and representatives in connection
with the Acquisitions or the conduct of the businesses of the
NE Genco;

(vii)    disclosures to Governmental Authorities that
are necessary to operate the Projects;

(viii)   disclosures that a Member is legally
compelled to make by deposition, interrogatory, request for
documents, subpoena, civil investigative demand, order of a
court of competent jurisdiction, or similar process, or
otherwise by Law or securities exchange requirements;
provided, however, that, prior to any such disclosure, such
Member shall, to the extent legally permissible:

(A)      provide the Management Committee
with prompt notice of such requirements so that one
or more of the Members may seek a protective order or
other appropriate remedy or waive compliance with the
terms of this Section 3.06(b)(vii);

(B)      consult with the Management
Committee on the advisability of taking steps to
resist or narrow such disclosure; and

10

(C)      cooperate with the Management
Committee and with the other Members in any attempt
one or more of them may make to obtain a protective
order or other appropriate remedy or assurance that
confidential treatment will be afforded the
Confidential Information; and in the event such
protective order or other remedy is not obtained, or
the other Members waive compliance with the
provisions hereof, such Member agrees (I) to furnish
only that portion of the Confidential Information
that the other Members are advised by counsel to the
disclosing Member is legally required and (II) to
exercise all reasonable efforts to obtain assurance
that confidential treatment will be accorded such
Confidential Information.

(c)      Each Member shall take such precautionary measures as
may be required to ensure (and such Member shall be responsible for)
compliance with this Section 3.06 by any of its Affiliates, and its and
their directors, officers, employees and agents, and other Persons to
which it may disclose Confidential Information in accordance with this
Section 3.06.

(d)      A Terminated Member shall promptly destroy (and
provide a certificate of destruction to the Company with respect to) or
return to the Company, as directed by the Management Committee, all
Confidential Information in its possession. Notwithstanding the
immediately-preceding sentence, a Terminated Member may, subject to the
other provisions of this Section 3.06, retain and use Confidential
Information for the limited purpose of preparing such Terminated
Member's tax returns and defending audits, investigations and
proceedings relating thereto.

(e)      The Members agree that no adequate remedy at law
exists for a breach or threatened breach of any of the provisions of
this Section 3.06, the continuation of which unremedied will cause the
Company and the other Members to suffer irreparable harm. Accordingly,
the Members agree that the Company and the other Members shall be
entitled, in addition to other remedies that may be available to them,
to immediate injunctive relief from any breach of any of the provisions
of this Section 3.06 and to specific performance of their rights
hereunder, as well as to any other remedies available at law or in
equity.

(f)      The obligations of the Members under this Section
3.06 shall terminate on the third anniversary of the end of the Term.

3.07     LIABILITY TO THIRD PARTIES. No Member shall be liable for the
debts, obligations or liabilities of the Company.

3.08     WITHDRAWAL. A Member may not withdraw or resign from the
Company except as permitted by this Agreement.

ARTICLE 4
CAPITAL CONTRIBUTIONS

4.01     INITIAL CAPITAL CONTRIBUTIONS. Contemporaneously with the
execution by such Member of this Agreement, each Member shall make the Capital
Contributions described for that Member in Exhibit A.

4.02     SUBSEQUENT CAPITAL CONTRIBUTIONS. Without creating any rights
in favor of any third party, each Member shall contribute to the Company, in
cash, on or before the date specified as hereinafter described, that Member's
Sharing Ratio of all monies that in the unanimous judgment of the Management
Committee are necessary to enable the Company to acquire the Projects and to
cause the assets of the Operating Entities to be properly operated and
maintained and to pay and perform their respective costs, expenses, obligations
and liabilities. The Management Committee shall notify each Member of the need
for Capital Contributions pursuant to this Section 4.02 when appropriate, which
notice must include a statement in reasonable detail of the proposed uses of the
Capital Contributions and a date (which date may be no earlier than the fifth
Business Day following each Member's receipt of its notice) before which the
Capital Contributions must be made. Notices for Capital Contributions must be
made to all Members in accordance with their Sharing Ratios.

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4.03     FAILURE TO CONTRIBUTE.

(a)      If a Member does not contribute, within 10 Days of
the date required, all or any portion of a Capital Contribution that
Member is required to make as provided in this Agreement, the other
Members may cause the Company to exercise, on notice to that Member
(the "Non-Contributing Member"), one or more of the following remedies:

(i)      taking such action (including court
proceedings) as the other Members may deem appropriate to
obtain payment by the Non-Contributing Member of the portion
of the Non-Contributing Member's Capital Contribution that is
in default, together with interest thereon at the Default Rate
from the date that the Capital Contribution was due until the
date that it is made, all at the cost and expense of the
Non-Contributing Member;

(ii)     permitting the other Members in proportion
to their Sharing Ratios or in such other percentages as they
may agree (the "Lending Member," whether one or more), to
advance the portion of the Non-Contributing Member's Capital
Contribution that is in default, with the following results:

(A)      the sum advanced constitutes a loan
from the Lending Member to the Non-Contributing
Member and a Capital Contribution of that sum to the
Company by the Non-Contributing Member pursuant to
the applicable provisions of this Agreement,

(B)      the principal balance of the loan
and all accrued unpaid interest thereon is due and
payable in whole on the tenth Day after written
demand therefor by the Lending Member to the
Non-Contributing Member,

(C)      the amount lent bears interest at
the Default Rate from the Day that the advance is
deemed made until the date that the loan, together
with all interest accrued on it, is repaid to the
Lending Member,

(D)      all distributions from the Company
that otherwise would be made to the Non-Contributing
Member (whether before or after dissolution of the
Company) instead shall be paid to the Lending Member
until the loan and all interest accrued on it have
been paid in full to the Lending Member (with
payments being applied first to accrued and unpaid
interest and then to principal),

(E)      the payment of the loan and
interest accrued on it is secured by a security
interest in the Non-Contributing Member's Membership
Interest, as more fully set forth in Section 4.03(b),
and

(F)      the Lending Member has the right,
in addition to the other rights and remedies granted
to it pursuant to this Agreement or available to it
at Law or in equity, to take any action (including
court proceedings) that the Lending Member may deem
appropriate to obtain payment by the Non-Contributing
Member of the loan and all accrued and unpaid
interest on it, at the cost and expense of the
Non-Contributing Member;

(iii)    exercising the rights of a secured party
under the Uniform Commercial Code of the State of Delaware, as
more fully set forth in Section 4.03(b); or

(iv)     exercising any other rights and remedies
available at Law or in equity.

In addition, the failure to make such contributions shall constitute a Default
by the Non-Contributing Member, and the other Members shall have the rights set
forth in Article 9 with respect to such Default.

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(b)      Subject and subordinate to the rights of any creditor
of the Company under the Loan Documents, each Member grants to the
Company, and to each Lending Member with respect to any loans made by
the Lending Member to that Member as a Non-Contributing Member pursuant
to Section 4.03(a)(ii), as security, equally and ratably, for the
payment of all Capital Contributions that Member has agreed to make and
the payment of all loans and interest accrued on them made by Lending
Members to that Member as a Non-Contributing Member pursuant to Section
4.03(a)(ii), a security interest in and a general lien on its
Membership Rights and the proceeds thereof, all under the Uniform
Commercial Code. On any default in the payment of a Capital
Contribution or in the payment of such a loan or interest accrued on
it, the Company or the Lending Member, as applicable, is entitled to
all the rights and remedies of a secured party under the Uniform
Commercial Code of the State of Delaware with respect to the security
interest granted in this Section 4.03(b). Each Member shall execute and
deliver to the Company and the other Members all financing statements
and other instruments that the Lending Member may request to effectuate
and carry out the preceding provisions of this Section 4.03(b). At the
option of a Lending Member, this Agreement or a carbon, photographic,
or other copy hereof may serve as a financing statement.

4.04     LOANS. If the Company does not have sufficient cash to pay its
obligations, any Member(s) that may agree to do so with the consent of the
Management Committee may advance all or part of the needed funds to or on behalf
of the Company. An advance described in this Section 4.04 constitutes a loan
from the Member to the Company, bears interest at a rate determined by the
Management Committee from the date of the advance until the date of payment, and
is not a Capital Contribution.

4.05     RETURN OF CONTRIBUTIONS. Except as expressly provided herein,
a Member is not entitled to the return of any part of its Capital Contributions
or to be paid interest in respect of either its Capital Account or its Capital
Contributions. An unrepaid Capital Contribution is not a liability of the
Company or of any Member. A Member is not required to contribute or to lend any
cash or property to the Company to enable the Company to return any Member's
Capital Contributions.

4.06     CAPITAL ACCOUNTS. A Capital Account shall be established and
maintained for each Member. Each Member's Capital Account shall be increased by
(a) the amount of money contributed by that Member to the Company, (b) the fair
market value of property contributed by that Member to the Company (net of
liabilities secured by such contributed property that the Company is considered
to assume or take subject to under Section 752 of the Code), and (c) allocations
to that Member of Company income and gain (or items thereof), including income
and gain exempt from tax and income and gain described in Treasury Regulation
Section 1.704-l(b)(2)(iv)(g), but excluding income and gain described in
Treasury Regulation Section 1.704-l(b)(4)(i), and shall be decreased by (d) the
amount of money distributed to that Member by the Company, (e) the fair market
value of property distributed to that Member by the Company (net of liabilities
secured by such distributed property that such Member is considered to assume or
take subject to under Section 752 of the Code), (f) allocations to that Member
of expenditures of the Company described (or treated as described) in Section
705(a)(2)(B) of the Code, and (g) allocations of Company loss and deduction (or
items thereof), including loss and deduction described in Treasury Regulation
Section 1.704-l(b)(2)(iv)(g), but excluding items described in (f) above and
loss or deduction described in Treasury Regulation Section 1.704-l(b)(4)(i) or
1.704-l(b)(4)(iii). The Members' Capital Accounts shall also be maintained and
adjusted as permitted by the provisions of Treasury Regulation Section
1.704-l(b)(2)(iv)(f) and as required by the other provisions of Treasury
Regulation Sections 1.704-l(b)(2)(iv) and i.704-l(b)(4), including adjustments
to reflect the allocations to the Members of depreciation, depletion,
amortization, and gain or loss as computed for book purposes rather than the
allocation of the corresponding items as computed for tax purposes, as required
by Treasury Regulation Section 1.704-l(b)(2)(iv)(g). Thus, the Members' Capital
Accounts shall be increased or decreased to reflect a revaluation of the
Company's property on its books based on the fair market value of the Company's
property on the date of adjustment immediately prior to (A) the contribution of
money or other property to the Company by a new or existing Member as
consideration for a Membership Interest or an increased Sharing Ratio, (B) the
distribution of money or other property by the Company to a Member as
consideration for a Membership Interest, or (C) the liquidation of the Company.
A Member that has more than one Membership Interest shall have a single Capital
Account that reflects all such Membership Interests, regardless of the class of
Membership Interests owned by such Member and regardless of the time or manner
in which such Membership Interests were acquired. Upon the Disposition of all or
a portion of a Membership Interest, the Capital

13

Account of the Disposing Member that is attributable to such Membership Interest
shall carry over to the Assignee in accordance with the provisions of Treasury
Regulation Section 1.704-l(b)(2)(iv)(l).

ARTICLE 5
DISTRIBUTIONS AND ALLOCATIONS

5.01     DISTRIBUTIONS OR BILLINGS. Distributions to the Members shall
be made only to all simultaneously in proportion to their respective Sharing
Ratios (at the time the amounts of such distributions are determined) and in
such aggregate amounts and at such times as shall be determined by the
Management Committee and as are permitted by the Loan Documents. When so
permitted, the Management Committee shall endeavor to distribute to the Members,
on or before the end of each calendar quarter, or more often if approved by the
Management Committee, the estimated amount of any cash available for such
calendar quarter (net of any adjustments, if any, made to reflect the actual
cash available for the preceding calendar quarter). Any cash in excess of the
Working Capital Requirements shall be distributed to the Members based on their
respective Sharing Ratios.

5.02     DISTRIBUTIONS ON DISSOLUTION AND WINDING UP. Upon the
dissolution and winding up of the Company, after adjusting the Capital Accounts
for all distributions made under Section 5.01 and all allocations under Article
5, all available proceeds distributable to the Members as determined under
Section 11.02 shall be distributed to all of the Members to the extent of the
Members' positive Capital Account balances.

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5.03     ALLOCATIONS.

(a)      For purposes of maintaining the Capital Accounts
pursuant to Section 4.06 and for income tax purposes, except as
provided in Section 5.03(b), each item of income, gain, loss, deduction
and credit of the Company shall be allocated to the Members in
accordance with their Sharing Ratios.

(b)      For income tax purposes, income, gain, loss, and
deduction with respect to property contributed to the Company by a
Member or revalued pursuant to Treasury Regulation Section 1.704-
l(b)(2)(iv)(f) shall be allocated among the Members in a manner that
takes into account the variation between the adjusted tax basis of such
property and its book value, as required by Section 704(c) of the Code
and Treasury Regulation Section 1.704-l(b)(4)(i), using the remedial
allocation method permitted by Treasury Regulation Section 1.704-3(d).

5.04     VARYING INTERESTS. All items of income, gain, loss, deduction
or credit shall be allocated, and all distributions shall be made, to the
Persons shown on the records of the Company to have been Members as of the last
calendar day of the period for which the allocation or distribution is to be
made. Notwithstanding the foregoing, if during any taxable year there is a
change in any Member's Sharing Ratio, the Members agree that their allocable
shares of such items for the taxable year shall be determined on any method
determined by the Management Committee to be permissible under Code Section 706
and the related Treasury Regulations to take account of the Members' varying
Sharing Ratios.

ARTICLE 6
MANAGEMENT

6.01     MANAGEMENT BY MEMBERS. Except as described below in Sections
6.03 and 6.05, the management of the Company is fully vested in the Members,
acting exclusively in their membership capacities. To facilitate the orderly and
efficient management of the Company, the Members shall act (a) collectively as a
"committee of the whole" pursuant to Section 6.02 or (b) through the delegation
from time to time of certain responsibility and authority to particular Members
pursuant to Section 6.04. No Member has the right, power or authority to act for
or on behalf of the Company, to do any act that would be binding on the Company,
or to incur any expenditures on behalf of the Company, except in accordance with
the immediately preceding sentence. Decisions or actions taken in accordance
with the provisions of this Agreement shall constitute decisions or actions by
the Company and shall be binding on each Member, Representative, Officer and
employee of the Company.

6.02     MANAGEMENT COMMITTEE. The Members shall act collectively
through meetings as a "committee of the whole," which is hereby named the
"Management Committee." The Management Committee shall conduct its affairs in
accordance with the following provisions and the other provisions of this
Agreement:

(a)      REPRESENTATIVES.

(i)      DESIGNATION. To facilitate the orderly and
efficient conduct of Management Committee meetings, each
Member shall notify the other Members, from time to time, of
the identity of two of its officers, employees or agents who
will represent it at such meetings (each a "Representative").
In addition, each Member may (but shall have no obligation to)
notify the other Members, from time to time, of the identity
of other officers, employees or agents who will represent it
at any meeting that the Member's Representatives are unable to
attend (each an "Alternate Representative"). (The term
"Representative" shall also refer to any Alternate
Representative that is actually performing the duties of the
applicable Representative.). The initial Representatives of
each Member are set forth on Exhibit A. A Member may designate
different Representatives or Alternate Representatives for any
meeting of the Management Committee by notifying each of the
other Members at least three Business Days prior to the
scheduled date for such meeting; provided, however, that if
giving such advance notice is not feasible, then such new
Representatives or Alternate Representatives shall present
written evidence of their authority at the commencement of
such meeting.

15

(ii)     AUTHORITY. Each Representative shall have
the full authority to act on behalf of the Member that
designated such Representative; the action of a Representative
at a meeting (or through a written consent) of the Management
Committee shall bind the Member that designated such
Representative; and the other Members shall be entitled to
rely upon such action without further inquiry or investigation
as to the actual authority (or lack thereof) of such
Representative. In addition, the act of an Alternate
Representative shall be deemed the act of the Representative
for which such Alternate Representative is acting, without the
need to produce evidence of the absence or unavailability of
such Representative.

(iii)    DISCLAIMER OF DUTIES; INDEMNIFICATION. EACH
REPRESENTATIVE SHALL REPRESENT, AND OWE DUTIES TO, ONLY THE
MEMBER THAT DESIGNATED SUCH REPRESENTATIVE (THE NATURE AND
EXTENT OF SUCH DUTIES BEING AN INTERNAL CORPORATE AFFAIR OF
SUCH MEMBER), AND NOT TO THE COMPANY, ANY OTHER MEMBER OR
REPRESENTATIVE, OR ANY OFFICER OR EMPLOYEE OF THE COMPANY. THE
PROVISIONS OF SECTION 6.05 SHALL ALSO INURE TO THE BENEFIT OF
EACH MEMBER'S REPRESENTATIVES. THE COMPANY SHALL INDEMNIFY,
PROTECT, DEFEND, RELEASE AND HOLD HARMLESS EACH REPRESENTATIVE
FROM AND AGAINST ANY CLAIMS ASSERTED BY OR ON BEHALF OF ANY
PERSON (INCLUDING ANOTHER MEMBER), OTHER THAN THE . MEMBER
THAT DESIGNATED SUCH REPRESENTATIVE, THAT ARISE OUT OF, RELATE
TO OR ARE OTHERWISE ATTRIBUTABLE TO, DIRECTLY OR INDIRECTLY,
SUCH REPRESENTATIVE'S SERVICE ON THE MANAGEMENT COMMITTEE,
OTHER THAN SUCH CLAIMS ARISING OUT OF THE FRAUD OR WILLFUL
MISCONDUCT OF SUCH REPRESENTATIVE.

(iv)     ATTENDANCE. Each Member shall use all
reasonable efforts to cause its Representatives or Alternate
Representatives to attend each meeting of the Management
Committee, unless its Representatives are unable to do so
because of a "force majeure" event or other event beyond his
reasonable control, in which event such Member shall use all
reasonable efforts to cause its Representatives or Alternate
Representatives to participate in the meeting by telephone
pursuant to Section 6.02(h).

(b)      CHAIRMAN AND SECRETARY. One of the Representatives
will be designated as Chairman of the Management Committee, in
accordance with this Section 6.02(b), to preside over meetings of the
Management Committee. The Management Committee shall also designate a
Secretary of the Management Committee, who need not be a
Representative.

(c)      PROCEDURES. The Secretary of the Management Committee
shall maintain written minutes of each of its meetings, which shall be
submitted for approval no later than the next regularly- scheduled
meeting. The Management Committee may adopt whatever rules and
procedures relating to its activities as it may deem appropriate,
provided that such rules and procedures shall not be inconsistent with
or violate the provisions of this Agreement.

(d)      TIME AND PLACE OF MEETINGS. The Management Committee
shall meet quarterly, subject to more or less frequent meetings upon
approval of the Management Committee. Notice of, and an agenda for, all
Management Committee meetings shall be provided by the Chairman to all
Members at least ten Days prior to the date of each meeting, together
with proposed minutes of the previous Management Committee meeting (if
such minutes have not been previously ratified). Special meetings of
the Management Committee may be called at such times, and in such
manner, as any Member deems necessary. Any Member calling for any such
special meeting shall notify the Chairman, who in turn shall notify all
Members of the date and agenda for such meeting at least ten Days prior
to the date of such meeting. Such ten-day period may be shortened by
the Management Committee. All meetings of the Management Committee
shall be held at a location designated by the Chairman. Attendance of a
Member at a meeting of the Management Committee shall constitute a
waiver of notice of such meeting, except where such Member attends the
meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or
convened.

16

(e)      QUORUM. The presence of one Representative designated
by each Member shall constitute a quorum for the transaction of
business at any meeting of the Management Committee.

(f)      VOTING. Except as provided otherwise in this
Agreement, (i) voting at any meeting of the Management Committee shall
be according to the Members' respective Sharing Ratios, and (ii) the
affirmative vote of Members holding a majority of the Sharing Ratios
shall constitute the act of the Management Committee.

(g)      ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at a meeting of the Management Committee may be
taken without a meeting, without prior notice, and without a vote if a
consent or consents in writing, setting forth the action so taken, is
signed by Members that could have taken the action at a meeting of the
Management Committee at which all Members entitled to vote on the
action were represented and voted.

(h)      MEETINGS BY TELEPHONE. Members may participate in and
hold such meeting by means of conference telephone, video conference or
similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at such meeting, except
where a Member participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

(i)      SUBCOMMITTEES. The Management Committee may create
such subcommittees, delegate to such subcommittees such authority and
responsibility, and rescind any such delegations, as it may deem
appropriate.

(j)      OFFICERS. The Management Committee may designate one
or more Persons to be Officers of the Company. Any Officers so
designated shall have such titles and, subject to the other provisions
of this Agreement, have such authority and perform such duties as the
Management Committee may specifically delegate to them and shall serve
at the pleasure of the Management Committee.

6.03     DELEGATION TO PARTICULAR MEMBER. The Management Committee may
delegate to one or more Members such authority and duties as the Management
Committee may deem advisable. Decisions or actions taken by any such Member in
accordance with the provisions of this Agreement shall constitute decisions or
actions by the Company and shall be binding on each Member, Representative,
Officer and employee of the Company. Any delegation pursuant to this Section
6.03 may be revoked at any time by the Management Committee. With respect to
duties discharged hereunder by a Member (a) such Member may discharge such
duties through the personnel of a Affiliate of such Member, and (b) unless the
Members otherwise agree, the Company shall compensate such Member (or its
Affiliate, as applicable) for the performance of such duties in an amount equal
to the manhours expended by the personnel of such Member (or its Affiliate)
multiplied by the applicable rate(s) shown on Exhibit B (which rates each shall
escalate on the first day of each calendar year during the term hereof by an
amount which is 5% of the rate applicable during the prior calendar year), and
shall reimburse such Member for all out of pocket costs incurred by such Member
in discharging such duties. In addition, prior to performing any such duties,
the performing Member shall provide to the other Member for approval an estimate
of man-hours and types of personnel required to perform the delegated duties and
a schedule for the performance of the delegated duties and for other costs
associated therewith, and shall promptly inform the other Member of any variance
from the budget or schedule.

6.04     AFFILIATE AGREEMENTS; CONFLICTS OF INTEREST. Subject to any
other agreement between the Members (and their respective Affiliates, as
applicable), a Member or an Affiliate of a Member may engage in and possess
interests in other business ventures of any and every type and description,
independently or with others, including ones in competition with the Company,
with no obligation to offer to the Company, any other Member or any Affiliate of
another Member the right to participate therein. Subject to, and in addition to,
Section 6.03(a), the Company may transact business with any Member or Affiliate
thereof, provided the terms of those transactions are approved by the Management
Committee or expressly contemplated by this Agreement. Without limiting the
generality of the foregoing, the Members recognize and agree that they and their
respective Affiliates currently engage in certain activities involving the
generation, transmission, distribution, marketing and trading of electricity

17

and other energy products (including futures, options, swaps, exchanges of
future positions for physical deliveries and commodity trading), and the
gathering, processing, storage and transportation of such products, as well as
other commercial activities related to such products, and that these and other
activities by Members and their Affiliates may be made possible or more
profitable by reason of the Company's activities (herein referred to as "Outside
Activities"). The Members agree that (i) no Member or Affiliate of a Member
shall be restricted in its right to conduct, individually or jointly with
others, for its own account any Outside Activities, and (ii) no Member or its
Affiliates shall have any duty or obligation, express or implied, to account to,
or to share the results or profits of such Outside Activities with, the Company,
any other Member or any Affiliate of any other Member, by reason of such Outside
Activities.

6.05     UNANIMOUS CONSENT REQUIRED FOR CERTAIN ACTION. Any other
provision of this Agreement to the contrary notwithstanding, the unanimous
consent of the Members, including at least one Independent Member, shall be
required to:

(a)      File a bankruptcy or insolvency petition or otherwise
institute insolvency proceedings with respect to the Company, or take
any action that would result in such an event occurring with respect to
NE Genco.

(b)      Cause the dissolution, liquidation, consolidation,
merger or sale of substantially all of the assets of the Company or NE
Genco.

(c)      Cause or permit the Company to engage in any other
activity other than those set forth in Section 2.04.

(d)      Amend this Agreement in any manner that would have a
material adverse impact on any creditor of the Company.

6.06     CERTAIN ACTIONS PROHIBITED. So long as the Company has any
indebtedness outstanding, (a) the Company shall not be dissolved, liquidated,
consolidated or merged with any other entity, nor shall this Agreement be
amended in any manner that would have a material adverse impact on the holders
of such indebtedness, and (b) notwithstanding the failure of the Members to
continue the existence of the Company as provided in Section 2.06 during such
period, no action shall be taken by the Company or any of the Members shall
cause any collateral for such indebtedness to be liquidated or that would
adversely affect the rights of the holders of such indebtedness or their agents
to exercise their rights under any security documents relating thereto or to
retain such collateral until such indebtedness is paid in full or otherwise
completely discharged.

6.07     DISCLAIMER OF DUTIES AND LIABILITIES.

(a)      NO MEMBER SHALL OWE ANY DUTY (INCLUDING ANY FIDUCIARY
DUTY) TO THE OTHER MEMBERS OR TO THE COMPANY, OTHER THAN THE DUTIES
THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b)      NO MEMBER SHALL BE LIABLE (WHETHER IN CONTRACT, TORT
OR OTHERWISE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES).

(c)      THE OBLIGATIONS OF THE MEMBERS UNDER THIS AGREEMENT
ARE OBLIGATIONS OF THE MEMBERS ONLY, AND NO RECOURSE SHALL BE AVAILABLE
AGAINST ANY OFFICER, DIRECTOR OR AFFILIATE OF ANY MEMBER, EXCEPT AS
PERMITTED UNDER APPLICABLE LAW.

6.08     INDEMNIFICATION. Each Member shall indemnify, protect, defend,
release and hold harmless each other Member, and such other Member's
Representatives, Affiliates, and their respective directors, officers, employees
and agents from and against any Claims asserted by or on behalf of any Person
(including another Member) that arise out of, relate to or are otherwise
attributable to, directly or indirectly, a breach by the indemnifying Member of
this Agreement, or the negligence, gross negligence or willful misconduct of the
indemnifying Member in connection with the Project or this Agreement; provided,
however, that this Section 6.05

18

shall not apply to any Claim or other matter for which a Member (or its
Representative) has no liability or duty, or is indemnified or released,
pursuant to Section 6.02(a)(iii), 6.07 or 6.08.

ARTICLE 7
TAXES

7.01     TAX RETURNS. The Tax Matters Member shall prepare and timely
file (on behalf of the Company) all federal, state and local tax returns
required to be filed by the Company. Each Member shall furnish to the Tax
Matters Member all pertinent information in its possession relating to the
Company's operations that is necessary to enable the Company's tax returns to be
timely prepared and filed. The Company shall bear the costs of the preparation
and filing of its returns.

7.02     TAX ELECTIONS. The Company shall make the following elections
on the appropriate tax returns:

(a)      to adopt as the Company's fiscal year the calendar
year;

(b)      to adopt the accrual method of accounting;

(c)      if a distribution of the Company's property as
described in Code Section 734 occurs or upon a transfer of Membership
Interest as described in Code Section 743 occurs, on request by notice
from any Member, to elect, pursuant to Code Section 754, to adjust the
basis of the Company's properties;

(d)      to elect to amortize the organizational expenses of
the Company ratably over a period of 60 months as permitted by Section
709(b) of the Code; and

(e)      any other election the Management Committee may deem
appropriate.

Neither the Company nor any Member shall make an election for the Company to be
excluded from the application of the provisions of subchapter K of chapter 1 of
subtitle A of the Code or any similar provisions of applicable state law and no
provision of this Agreement (including Section 2.07) shall be construed to
sanction or approve such an election.

7.03     TAX MATTERS MEMBER.

(a)      NRG shall be the "tax matters partner" of the Company
pursuant to Section 6231 (a)(7) of the Code (the "Tax Matters Member").
At the request of each other Member, the Tax Matters Member shall take
such action as may be necessary to cause, to the extent possible, such
other Member to become a "notice partner" within the meaning of Section
6223 of the Code. The Tax Matters Member shall inform each other Member
of all significant matters that may come to its attention in its
capacity as Tax Matters Member by giving notice thereof on or before
the fifth Business Day after becoming aware thereof and, within that
time, shall forward to each other Member copies of all significant
written communications it may receive in that capacity.

(b)      The Tax Matters Member shall take no action without
the authorization of the Management Committee, other than such action
as may be required by Law. Any cost or expense incurred by the Tax
Matters Member in connection with its duties, including the preparation
for or pursuance of administrative or judicial proceedings, shall be
paid by the Company.

(c)      The Tax Matters Member shall not enter into any
extension of the period of limitations for making assessments on behalf
of the Members without first obtaining the consent of the Management
Committee. The Tax Matters Member shall not bind any Member to a
settlement agreement without obtaining the consent of such Member. Any
Member that enters into a settlement agreement with respect to any
Company item (as described in Code Section 6231(a)(3)) shall notify the
other Members of such settlement agreement and its terms within 90 Days
from the date of the settlement.

19

(d)      No Member shall file a request pursuant to Code
Section 6227 for an administrative adjustment of Company items for any
taxable year without first notifying the other Members. If the
Management Committee consents to the requested adjustment, the Tax
Matters Member shall file the request for the administrative adjustment
on behalf of the Members. If such consent is not obtained within 30
Days from such notice, or within the period required to timely file the
request for administrative adjustment, if shorter, any Member,
including the Tax Matters Member, may file a request for administrative
adjustment on its own behalf. Any Member intending to file a petition
under Code Sections 6226, 6228 or other Code Section with respect to
any item involving the Company shall notify the other Members of such
intention and the nature of the contemplated proceeding. In the case
where the Tax Matters Member is the Member intending to file such
petition on behalf of the Company, such notice shall be given within a
reasonable period of time to allow the other Members to participate in
the choosing of the forum in which such petition will be filed.

(e)      If any Member intends to file a notice of
inconsistent treatment under Code Section 6222(b), such Member shall
give reasonable notice under the circumstances to the other Members of
such intent and the manner in which the Member's intended treatment of
an item is (or may be) inconsistent with the treatment of that item by
the other Members.

ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

8.01     MAINTENANCE OF BOOKS.

(a)      The Management Committee shall keep or cause to be
kept at the principal office of the Company or at such other location
approved by the Management Committee complete and accurate books and
records of the Company, supporting documentation of the transactions
with respect to the conduct of the Company's business and minutes of
the proceedings of its Members and the Management Committee, and any
other books and records that are required to be maintained by
applicable Law.

(b)      The books of account of the Company shall be (i)
maintained on the basis of a fiscal year that is the calendar year,
(ii) maintained on an accrual basis in accordance with generally
accepted accounting principles, consistently applied, and (iii) audited
by the Certified Public Accountants at the end of each calendar year.

8.02     REPORTS.

(a) With respect to each calendar year, the Management
Committee shall prepare and deliver to each Member:

(i)      Within 120 Days after the end of such
calendar year, a profit and loss statement and a statement of
cash flows for such year, a balance sheet and a statement of
each Member's Capital Account as of the end of such year,
together with a report thereon of the Certified Public
Accountants; and

(ii)     Such federal, state and local income tax
returns and such other accounting, tax information and
schedules as shall be necessary for the preparation by each
Member on or before July 15 following the end of each calendar
year of its income tax return with respect to such year.

(b)      Within 15 Business Days after the end of each
calendar month, the Management Committee shall cause to be prepared and
delivered to each Member, with an appropriate certificate of the Person
authorized to prepare the same (provided that the Management Committee
may change the financial statements required by this Section 8.02(b) to
a quarterly basis or may make such other change therein as it may deem
appropriate):

(i)      A profit and loss statement and a statement
of cash flows for such month (including sufficient information
to permit the Members to calculate their tax accruals), for
the portion of the calendar year then ended;

20

(ii)     A balance sheet and a statement of each
Member's Capital Account as of the end of such month and the
portion of the calendar year then ended; and

(iii)    A statement comparing the actual financial
status and results of the Company as of the end of or for such
month and the portion of the calendar year then ended with the
budgeted or forecasted status and results as of the end of or
for such respective periods.

(c)      The Management Committee shall also cause to be
prepared and delivered to each Member such other reports, forecasts,
studies, budgets and other information as the Management Committee may
request from time to time.

8.03     BANK ACCOUNTS. Funds of the Company shall be deposited in such
banks or other depositories as shall be designated from time to time by the
Management Committee. All withdrawals from any such depository shall be made
only as authorized by the Management Committee and shall be made only by check,
wire transfer, debit memorandum or other written instruction.

ARTICLE 9
BUYOUT OPTION

9.01     BUYOUT EVENTS. This Article 9 shall apply to any of the
following events (each a "Buyout Event"):

(a)      a Member shall dissolve or become Bankrupt; or

(b)      a Member shall commit a Default.

In each case, the Member with respect to whom a Buyout Event has occurred is
referred to herein as the "Affected Member."

9.02     PROCEDURE. If a Buyout Event occurs and is not cured within 30
Business Days of the Affected Member's receipt of notice thereof from another
Member (or such shorter period (not less than 10 Business Days) as may be
reasonable under the circumstances and set forth in such notice), then each of
the other Members shall have the option to acquire the Membership Interest of
the Affected Member (or to cause it to be acquired by a third party designated
by the other Members), in accordance with procedures that are substantively
equivalent to those set forth in Section 3.03(b)(iii) (and with the Members
exercising such preferential right also being referred to herein as "Purchasing
Members ").

9.03     PURCHASE PRICE; TERMS AND METHOD OF PAYMENT. The purchase
price for a Membership Interest being purchased pursuant to this Article 9 (the
"Purchase Price ") shall be determined in the following manner. The Affected
Member and the Purchasing Members shall attempt to agree upon the fair market
value of the applicable Membership Interest and the terms and method of payment
of such amount. If those Members do not reach such agreement on or before the
30th Day following the exercise of the option, any such Member, by notice to the
others, may require the determination of fair market value and the terms and
method of payment to be made by the Arbitrator pursuant to Article 10.

9.04     CLOSING. If an option to purchase is exercised in accordance
with the other provisions of this Article 9, the closing of such purchase shall
occur on the 30th Day after the determination of the Fair Market Value pursuant
to Section 9.03 (or, if later, the fifth Business Day after the receipt of all
applicable regulatory and governmental approvals to the purchase), and shall be
conducted in a manner substantively equivalent to that set forth in Section
3.03.

9.05     TERMINATED MEMBER. Upon the occurrence of a closing under
Section 9.04, the following provisions shall apply to the Affected Member (now a
"Terminated Member"):

(a) The Terminated Member shall cease to be a Member
immediately upon the occurrence of the closing.

21

(b)      As the Terminated Member is no longer a Member, it
will no longer be entitled to receive any distributions (including
liquidating distributions) or allocations from the Company, and neither
it nor its Representative shall be entitled to exercise any voting or
consent rights or to receive any further information (or access to
information) from the Company.

(c)      The Terminated Member must pay to the Company all
amounts owed to it by such Member.

(d)      The Terminated Member shall remain obligated for all
liabilities it may have under this Agreement or otherwise with respect
to the Company that accrue prior to the closing.

(f)      The Sharing Ratio of the Terminated Member shall be
allocated among the purchasing Members in the proportion of the total
Purchase Price paid by each.

ARTICLE 10
DISPUTE RESOLUTION

10.01    DISPUTES. This Article 10 shall apply to any dispute arising
under or related to this Agreement (whether arising in contract, tort or
otherwise, and whether arising at law or in equity), including (a) any dispute
regarding the construction, interpretation, performance, validity or
enforceability of any provision of this Agreement or whether any Person is in
compliance with, or breach of, any provisions of this Agreement, and (b) the
applicability of this Article 10 to a particular dispute. Notwithstanding the
foregoing, this Article 10 shall not apply to any matters that, pursuant to the
provisions of this Agreement, are to be resolved by a vote of the Members
(including through the Management Committee); provided, however, that if a vote,
approval, consent, determination or other decision must, under the terms of this
Agreement, be made (or withheld) in accordance with a standard other than Sole
Discretion (such as a reasonableness standard), then the issue of whether such
standard has been satisfied may be a dispute to which this Article 10 applies.
Any dispute to which this Article 10 applies is referred to herein as a
"Dispute." With respect to a particular Dispute, each Member that is a party to
such Dispute is referred to herein as a "Disputing Member." The provisions of
this Article 10 shall be the exclusive method of resolving Disputes.

10.02    NEGOTIATION TO RESOLVE DISPUTES. If a Dispute arises, either
Disputing Member may initiate the dispute-resolution procedures of this Article
10 by delivering a notice (a "Dispute Notice") to the other Disputing Members.
Within 10 Days of delivery of a Dispute Notice, each Disputing Member shall
designate a representative, and such representatives shall promptly meet
(whether by phone or in person) in a good faith attempt to resolve the Dispute.
If such representatives can resolve the Dispute, such resolution shall be
reported in writing and shall be binding upon the Disputing Members. If such
representatives are unable to resolve the Dispute within 30 Days following the
delivery of the Dispute Notice (or such other period as such representatives may
agree), or if a Disputing Member fails to appoint a representative within 10
Days of delivery following the delivery of the Dispute Notice, then any
Disputing Member may take such Dispute to litigation.

ARTICLE 11
DISSOLUTION, WINDING-UP AND TERMINATION

11.01    DISSOLUTION. The Company shall dissolve and its affairs shall
be wound up on the first to occur of the following events (each a "Dissolution
Event"):

(a)      the unanimous consent of the Members; or

(b)      entry of a decree of judicial dissolution of the
Company under Section 18-802 of the Act.

11.02    WINDING-UP AND TERMINATION.

(a)      On the occurrence of a Dissolution Event, the
Management Committee shall select one Member to act as liquidator. The
liquidator shall proceed diligently to wind up the affairs of the
Company

22

and make final distributions as provided herein and in the Act. The
costs of winding up shall be borne as a Company expense. Until final
distribution, the liquidator shall continue to operate the Company
properties with all of the power and authority of the Members. The
steps to be accomplished by the liquidator are as follows:

(i)      as promptly as possible after dissolution
and again after final winding up, the liquidator shall cause a
proper accounting to be made by a recognized firm of certified
public accountants of the Company's assets, liabilities, and
operations through the last calendar day of the month in which
the dissolution occurs or the final winding up is completed,
as applicable;

(ii)     the liquidator shall discharge from Company
funds all of the Indebtedness and other debts, liabilities and
obligations of the Company (including all expenses incurred in
winding up and any loans described in Section 4.03) or
otherwise make adequate provision for payment and discharge
thereof (including the establishment of a cash escrow fund for
contingent liabilities in such amount and for such term as the
liquidator may reasonably determine); and

(iii)    all remaining assets of the Company shall be
distributed to the Members as follows:

(A)      the liquidator may sell any or all
Company property, including to Members, and any
resulting gain or loss from each sale shall be
computed and allocated to the Capital Accounts of the
Members in accordance with the provisions of Article
5;

(B)      with respect to all Company
property that has not been sold, the fair market
value of that property shall be determined and the
Capital Accounts of the Members shall be adjusted to
reflect the manner in which the unrealized income,
gain, loss, and deduction inherent in property that
has not been reflected in the Capital Accounts
previously would be allocated among the Members if
there were a taxable disposition of that property for
the fair market value of that property on the date of
distribution; and 

(C)      Company property (including cash)
shall be distributed among the Members in accordance
with Section 5.02; and those distributions shall be
made by the end of the taxable year of the Company
during which the liquidation of the Company occurs
(or, if later, 90 Days after the date of the
liquidation).

(b)      The distribution of cash or property to a Member in
accordance with the provisions of this Section 11.02 constitutes a
complete return to the Member of its Capital Contributions and a
complete distribution to the Member of its Membership Interest and all
the Company's property and constitutes a compromise to which all
Members have consented pursuant to Section 18-502(b) of the Act. To the
extent that a Member returns funds to the Company, it has no claim
against any other Member for those funds.

11.03    DEFICIT CAPITAL ACCOUNTS. No Member will be required to pay to
the Company, to any other Member or to any third party any deficit balance that
may exist from time to time in the Member's Capital Account.

11.04    CERTIFICATE OF CANCELLATION. On completion of the distribution
of Company assets as provided herein, the Members (or such other Person or
Persons as the Act may require or permit) shall file a certificate of
cancellation with the Secretary of State of Delaware, cancel any other filings
made pursuant to Section 2.05, and take such other actions as may be necessary
to terminate the existence of the Company. Upon the filing of such certificate
of cancellation, the existence of the Company shall terminate (and the Term
shall end), except as may be otherwise provided by the Act or other applicable
Law.

ARTICLE 12
GENERAL PROVISIONS

12.01    OFFSET. Whenever the Company is to pay any sum to any Member,
any amounts that Member owes the Company may be deducted from that sum before
payment.

23

12.02    NOTICES. Except as expressly set forth to the contrary in this
Agreement, all notices, requests or consents provided for or permitted to be
given under this Agreement must be in writing and must be delivered to the
recipient in person, by courier or mail or by facsimile or other electronic
transmission. A notice, request or consent given under this Agreement is
effective on receipt by the Member to receive it; provided, however, that a
facsimile or other electronic transmission that is transmitted after the normal
business hours of the recipient shall be deemed effective on the next Business
Day. All notices, requests and consents to be sent to a Member must be sent to
or made at the addresses given for that Member on Exhibit A or in the instrument
described in Section 3.03(b)(iv)(A)(II) or 3.04, or such other address as that
Member may specify by notice to the other Members. Any notice, request or
consent to the Company must be given to all of the Members. Whenever any notice
is required to be given by Law, the Delaware Certificate or this Agreement, a
written waiver thereof, signed by the Person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

12.03    ENTIRE AGREEMENT; SUPERSEDING EFFECT. This Agreement
constitutes the entire agreement of the Members and their Affiliates relating to
the Company and the transactions contemplated hereby and supersedes all
provisions and concepts contained in all prior contracts or agreements between
the Members or any of their Affiliates with respect to the Company and the
transactions contemplated hereby, whether oral or written, except for the
Preliminary Agreement as specifically provided herein, and for liabilities
accrued under the Preliminary Agreement.

12.04    PRESS RELEASES. Each Member agrees that it shall not (and
shall cause its Affiliates not to), without the other Members' consent, issue a
press release or have any contact with or respond to the news media with any
sensitive or Confidential Information, except as required by securities or
similar laws applicable to a Member and its Affiliates. Any press release by a
Member or its Affiliates with respect to any sensitive or Confidential
Information shall be subject to review and approval by the other Party, which
approval shall not be unreasonably withheld.

12.05    EFFECT OF WAIVER OR CONSENT. Except as otherwise provided in
this Agreement, a waiver or consent, express or implied, to or of any breach or
default by any Member in the performance by that Member of its obligations with
respect to the Company is not a consent or waiver to or of any other breach or
default in the performance by that Member of the same or any other obligations
of that Member with respect to the Company. Except as otherwise provided in this
Agreement, failure on the part of a Member to complain of any act of any Member
or to declare any Member in default with respect to the Company, irrespective of
how long that failure continues, does not constitute a waiver by that Member of
its rights with respect to that default until the applicable
statute-of-limitations period has run.

12.06    AMENDMENT OR RESTATEMENT. This Agreement or the Delaware
Certificate may be amended or restated only by a written instrument executed
(or, in the case of the Delaware Certificate, approved) by all of the Members.

12.07    BINDING EFFECT. Subject to the restrictions on Dispositions
set forth in this Agreement, this Agreement is binding on and shall inure to the
benefit of the Members and their respective successors and permitted assigns.

12.08    GOVERNING LAW; CONSTRUCTION. This Agreement is governed by and
shall be construed in accordance with the Law of the state of Delaware,
excluding any conflict-of-laws rule or principle that might refer the governance
or the construction of this agreement to the Law of another jurisdiction. In the
event of a direct conflict between the provisions of this Agreement and any
mandatory, non-waivable provision of the Act, such provision of the Act shall
control.

NRG ENERGY, INC.

By: /s/ David H. Peterson
-----------------------------------
Name:  David  H. Peterson
Title: Chairman, President & CEO

24

xxv

EXHIBIT 3.39

CERTIFICATE OF INCORPORATION
OF
NRG AFFILIATE SERVICES INC.

FIRST. The name of the corporation is NRG Affiliate Services Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Michael J.
Young, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Tenth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Michael J. Young
-------------------------
Michael J. Young
Incorporator

EXHIBIT 3.40

BYLAWS
OF
NRG AFFILIATE SERVICES INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG Affiliate Services Inc.           Bylaws                              Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Affiliate Services Inc.           Bylaws                              Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Affiliate Services Inc.           Bylaws                              Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Affiliate Services Inc.           Bylaws                              Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Affiliate Services Inc.           Bylaws                              Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Affiliate Services Inc.           Bylaws                              Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Affiliate Services Inc.           Bylaws                              Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefore has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Affiliate Services Inc.           Bylaws                              Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Affiliate Services Inc.           Bylaws                             Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.41

CERTIFICATE OF INCORPORATION
OF
NRG ARTHUR KILL OPERATIONS INC.

FIRST. The name of the corporation is NRG Arthur Kill Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Karin Wentz,
1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Karin Wentz
-------------------------
Karin Wentz
Incorporator

Exhibit 3.42

BYLAWS
OF
NRG ARTHUR KILL OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG Arthur Kill Operations Inc.       Bylaws                              Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Arthur Kill Operations Inc.       Bylaws                              Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Arthur Kill Operations Inc.       Bylaws                              Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Arthur Kill Operations Inc.       Bylaws                              Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Arthur Kill Operations Inc.       Bylaws                              Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Arthur Kill Operations Inc.       Bylaws                              Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Arthur Kill Operations Inc.       Bylaws                              Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Arthur Kill Operations Inc.       Bylaws                              Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Arthur Kill Operations Inc.       Bylaws                             Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

Exhibit 3.43

CERTIFICATE OF INCORPORATION
OF
NRG AUSTRALIA, LTD.

FIRST. The name of the corporation is NRG AUSTRALIA, LTD.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Catherine J.
Moen, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The initial Board of Directors of the corporation is as follows:

Carl A. Carreca
David H. Peterson

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyally to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) pursuant to Section 174 of the General Corporation Law of Delaware or
(d) for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Article Ninth by the stockholders of
the corporation shall not adversely affect any right or protection of a director
of the corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is her act and deed and that the facts stated
therein are true.

/s/ Catherine J. Moen
------------------------
Catherine J. Moen

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NRG AUSTRALIA, LTD.

NRG Australia, Ltd., a corporation duly organized and existing under
the General Corporation Law of the State of Delaware (the "Company"), does
hereby certify that:

1.       The amendment to the Company's Certificate of Incorporation
set forth below was duly adopted in accordance with the
provisions of Section 242 and has been consented to in writing
by the sole shareholder, in accordance with Section 228 of the
General Corporation Law of the State of Delaware.

2.       Article First of the Company's Certificate of Incorporation is
amended to read in its entirety as follows:

"The name of the corporation is NRG ASIA-PACIFIC, LTD."

IN WITNESS WHEREOF, NRG Australia, Ltd. has caused this Certificate to
be executed by Michael J. Young, its authorized officer, on this 6th day of
January, 1998.

/s/ Michael J. Young
-----------------------------
Michael J. Young
Secretary

Exhibit 3.44

BY-LAWS
OF
NRG AUSTRALIA, LTD.

ARTICLE I

Stockholders

Section 1.1 Annual Meetings. An annual meeting of stockholders shall be
held for the election of directors at such date, time and place, either within
or without the State of Delaware, as may be designated by resolution of the
Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2 Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3 Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these by-laws, the written notice of any meeting shall be given not less than
ten nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4 Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5 Quorum. Except as otherwise provided by law, the
certificate of incorporation or these by-laws, at each meeting of stockholders
the presence in person or by proxy of the holders of shares of stock having a
majority of the votes which could be cast by the holders of all outstanding
shares of stock entitled to vote at the meeting shall be necessary and
sufficient to constitute a quorum. In the absence of a quorum, the

stockholders so present may, by majority vote, adjourn the meeting from time to
time in the manner provided in Section 1.4 of these by-laws until a quorum shall
attend. Shares of its own stock belonging to the corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.

Section 1.6 Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7 Voting: Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her of it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these by-laws, be decided by the vote
of the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock entitled to vote thereon which are
present in person or represented by proxy at the meeting.

Section 1.8 Fixing Date for Determination of Stockholders of Record. In
order that the corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or

2

other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors and which record
date: (1) in the case of determination of stockholders entitled to vote at any
meeting of stockholders or adjournment thereof, shall, unless otherwise required
by law, not be more than sixty nor less than ten days before the date of such
meeting; (2) in the case of determination of stockholders entitled to express
consent to corporate action in writing without a meeting, shall not be more than
ten days from the date upon which the resolution fixing the record date is
adopted by the Board of Directors; and (3) in the case of any other action,
shall not be more than sixty days prior to such other action. If no record date
is fixed: (1) the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting when no prior action of
the Board of Directors is required by law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the corporation in accordance with applicable law, or, if prior
action by the Board of Directors is required by law, shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action; and (3) the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however
that the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.9 List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present. Upon the willful
neglect or refusal of the directors to produce such a list at any meeting for
the election of directors, they shall be ineligible for election to any office
at such meeting. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders

3

or the books of the corporation, or to vote in person or by proxy at any meeting
of stockholders.

Section 1.10 Action By Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1 Number: Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2 Election: Resignation: Removal: Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the term of office of the director whom he or she
has replaced or until his or her successor is elected and qualified.

Section 2.3 Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4 Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by

4

the President, any Vice President, the Secretary, or by any member of the Board
of Directors. Notice of a special meeting of the Board of Directors shall be
given by the person or persons calling the meeting at least twenty-four hours
before the special meeting.

Section 2.5 Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this by-law shall
constitute presence in person at such meeting.

Section 2.6 Quorum: Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these by-laws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7 Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8 Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

ARTICLE III

Committees

Section 3.1 Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of

5

Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent permitted by law and to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation (if any) to be affixed to all papers which may require
it.

Section 3.2 Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these by-laws.

ARTICLE IV

Officers

Section 4.1 Executive Officers: Election: Qualifications: Term of
Office: Resignation: Removal: Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2 Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

6

ARTICLE V

Stock

Section 5.1 Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he or she were such officer, transfer agent, or registrar at
the date of issue.

Section 5.2 Lost, Stolen or Destroyed Stock Certificates: Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

ARTICLE VI

Indemnification

Section 6.1 Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2 Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided,

7

however, that the payment of expenses incurred by a director or officer in
advance of the final disposition of the proceeding shall be made only upon
receipt of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or officer is
not entitled to be indemnified under this Article or otherwise.

Section 6.3 Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4 Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5 Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or non-profit entity shall be reduced by any amount such
person may collect as indemnification from such other corporation, partnership,
joint venture, trust, enterprise or non-profit entity.

Section 6.6 Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1 Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2 Seal. The Board of Directors shall determine whether or not
the corporation shall have a corporate seal. The corporate seal (if any) shall
have the name of the corporation inscribed thereon and shall be in such form as
may be approved from time to time by the Board of Directors.

8

Section 7.3 Waiver of Notice of Meetings of Stockholders. Directors and
Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4 Interested Directors: Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (2) the material
facts as to his, her or their relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (3) the contract or transaction is fair as to
the corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee thereof, or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction. Nothing in this Section 7.4 shall be construed to imply
that any contract or transaction between the corporation and Northern States
Power Company ("NSP"), or between the corporation and any other corporation that
is a direct or indirect wholly-owned subsidiary of NSP, shall be void or
voidable, whether of not such contract or transaction complies with the
requirements of clauses (1), (2) or (3) of the immediately preceding sentence.

Section 7.5 Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

9

Section 7.6 Amendment of By-Laws. These by-laws may be altered or
repealed, and new by-laws made, by the Board of Directors, but the stockholders
may make additional by-laws and may alter and repeal any by-laws whether adopted
by them or otherwise.

10

EXHIBIT 3.45

CERTIFICATE OF INCORPORATION
OF
NRG ASTORIA GAS TURBINE OPERATIONS INC.

FIRST. The name of the corporation is NRG Astoria Gas Turbine
Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Karin Wentz,
1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for

liability (a) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) pursuant
to Section 174 of the General Corporation Law of Delaware or (d) for any
transaction from which the director derived any improper personal benefit. Any
repeal or modification of this Article Ninth by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification with respect
to acts or omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that me foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Karin Wentz
-------------------------------
Karin Wentz
Incorporator

EXHIBIT 3.46

BYLAWS
OF
NRG ASTORIA GAS TURBINE OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

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by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Astoria Gas Turbine Operations Inc.      Bylaws                       Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Astoria Gas Turbine Operations Inc.      Bylaws                       Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Astoria Gas Turbine Operations Inc.      Bylaws                       Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Astoria Gas Turbine Operations Inc.      Bylaws                       Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Astoria Gas Turbine Operations Inc.      Bylaws                       Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost. Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Astoria Gas Turbine Operations Inc.      Bylaws                       Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Astoria Gas Turbine Operations Inc.      Bylaws                       Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Astoria Gas Turbine Operations Inc.      Bylaws                      Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.47

CERTIFICATE OF FORMATION
OF
NRG BAYOU COVE LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NRG Bayou
Cove LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street in the
City of Wilmington, County of New Castle. The name of its registered agent at
such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Karin M. Wentz, NRG Energy, Inc., 901 Marquette
Avenue, Suite 2300, Minneapolis, Minnesota 55402.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG Bayou Cove LLC this 7th day of September, 2001.

/s/ Karin M. Wentz
----------------------------------
Karin M. Wentz
Authorized Person

EXHIBIT 3.48

EXECUTION COPY

LIMITED LIABILITY COMPANY AGREEMENT

OF

NRG BAYOU COVE LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of
NRG Bayou Cove LLC (the "Company"), dated as of September 10, 2001, is entered
into by NRG South Central Generating LLC, a Delaware limited liability company
(the "Member").

RECITALS

A.       The Member is the sole member of the Company.

B.       The Member desires to enter into this Agreement,
which is intended to constitute a limited liability company agreement within the
meaning of the Act (as defined below).

ARTICLE 1.

DEFINITIONS

For purposes of this Agreement, capitalized terms used in this
Agreement have the meanings set forth below. Capitalized terms used but not
defined in this Agreement have the meanings set forth in the Act.

1.1      "Act" means the Delaware Limited Liability Company
Act (presently 6 Delaware Code Section 18-101, et seq.), as amended from time to
time.

1.2      "Affiliate," with respect to any Person, means (a)
any Person directly or indirectly controlling, controlled by, or under common
control with such Person, (b) any Person owning or controlling 10% or more of
the outstanding voting securities of such other Person, (c) any officer,
director, or partner of such Person, and (d) if such other Person is an officer,
director, or partner, any company for which such Person acts in any such
capacity.

1.3      "Agreement" means this Limited Liability Company
Agreement, and all amendments, schedules, exhibits and modifications hereto.

1.4      "Assignee" means a transferee of an interest in the
Company who has not been admitted as a Substitute Member.

1.5      "Capital Account" means the account of a Member
established and maintained in accordance with the provisions of Section 4.1
hereof.

1.6      "Capital Contribution" means, with respect to a
Member, the total amount of cash and the agreed upon fair market value of
property contributed or agreed to be contributed by such Member to the capital
to the Company.

1.7      "Certificate of Formation" means the Certificate of
Formation of the Company filed with the Secretary of State of the State of
Delaware on September 10, 2001, as the same may be amended from time to time.

1.8      "Code" means the Internal Revenue Code of 1986, as
amended, and any successor thereto. Any reference to specific Sections of the
Code shall be to the Section as it now exists and to any successor provision.

1.9      "Company" means NRG Bayou Cove LLC.

1.10     "Distribution" means the total amount of cash and/or
the fair market value of property distributed by the Company to a Member from
time to time with respect to his, her or its interest as a Member of the
Company.

1.11     "Management Board" has the meaning set forth in
Section 6.2.

1.12     "Officer" has the meaning set forth in Section 6.2.

1.13     "Member" means a member of the Company as named
herein and any additional member or Substitute Member admitted pursuant to this
Agreement. An assignee who has not been admitted as a Substitute Member is not a
Member for any purpose.

1.14     "Membership Interest" means the interest of a Member
in the Company, including a Member's entire right, title and interest in the
Company, including the Member's financial interest and all rights to voting and
management and other rights of governance of the Company as set forth herein,
which Membership Interests are represented by Units.

1.15     "Person" means any natural person and any
corporation, partnership, trust, association, or other legal entity.

1.16     "Substitute Member" means a transferee who has been
admitted to the Company with all of the rights of membership in the Company
pursuant to the Agreement.

1.17     "Unit" means a unit of Membership Interest that
possesses rights to Distributions from the Company and to share in the profits
and losses of the Company, as provided herein, and with the management rights
provided herein.

ARTICLE 2.

FORMATION

2.1      Formation of Limited Liability Company. The Company
has been organized as a Delaware limited liability company under the Act by the
filing of the Certificate of Formation in the form and as required by the Act.
The rights and liabilities of the Members

2

are as provided in the Act, except as otherwise expressly provided herein or in
the Certificate of Formation.

2.2      Members. NRG South Central Generating LLC is the
initial Member of the Company, and agrees to the terms of this Agreement and to
be fully bound hereby. The address of the Member is as follows:

901 Marquette Avenue
Suite 2300
Minneapolis, Minnesota 55402

2.3      Name. The name of the Company is NRG Bayou Cove LLC.
The Company may also conduct business under one or more assumed names.

2.4      Offices. The Company's registered office within the
State of Delaware shall be located at 1209 Orange Street, Wilmington, County of
New Castle, Delaware 19801, or such other place as the Member may from time to
time determine. The Company's principal executive office shall be located at 901
Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402, or such other place
as the Member may from time to time determine. The Company may maintain such
other offices at such other places as the Member deems advisable.

2.5      Purposes. The Company is formed for general business
purposes consistent with the Act. The Company shall have all of the powers
necessary or convenient to effect any purpose for which it is formed, including
all powers granted by the Act.

2.6      Term. The period of existence of the Company shall be
perpetual, unless dissolved in accordance with law.

2.7      Registered Agent. The Company's registered agent in
Delaware is The Corporation Trust Company. The registered agent may be changed
from time to time in accordance with the Act. If the registered agent resigns,
the Company shall promptly appoint a successor.

2.8      Title to Property. All property owned by the Company,
whether real or personal, tangible or intangible, is deemed to be owned by the
Company as an entity, and no Member, individually, has any ownership interest in
any such property.

2.9      Waiver of Partition. Each Member hereby waives any
and all rights such Member may have to a partition of any Company property or
properties.

2.10     Intention for Company. The Member has formed the
Company as a limited liability company under the Act. The Member specifically
intends that the Company not be a general or limited partnership or any other
joint or cooperative venture. No Member or Officer shall be construed to be a
partner in the Company or a partner or other joint venturer of or with any other
Member, Officer, or Person.

2.11     Units; Certificates of Membership Interest;
Applicability of Article 8. Membership Interests shall be represented by Units.
The number of authorized Units shall be one

3

thousand (1,000). All Membership Interests shall be represented by certificates
in such form as the Management Board shall from time to time approve, shall be
recorded in a register thereof maintained by the Company, and shall be subject
to such rules for the issuance thereof as the Management Board may from time to
time determine. Membership Interests shall be subject to the provisions of
Article 8 of the Uniform Commercial Code of the State of Delaware as may be
applicable from time to time.

ARTICLE 3.

CAPITAL CONTRIBUTIONS

3.1      Initial Capital Contributions. As its initial Capital
Contribution to the Company, the Member agrees to contribute $1,000.00 as its
Capital Contribution for which it will receive 1,000 Units.

3.2      Additional Capital Contributions; Nonassessability.
No additional Capital Contributions are presently contemplated or will be
required. No Member will be required to make any Capital Contribution in excess
of the amount stated in Section 3.1 unless agreed by all Members.

3.3      No Right to Return of Contribution. No Member has the
right to withdraw or to receive a return of their Capital Contributions, as
reflected in their respective Capital Accounts from time to time, except upon
the dissolution and liquidation of the Company pursuant to Article 13.

3.4      Loans from Members to Company. Subject to any other
restrictions contained herein, the Company may borrow money from the Member at
such interest rate or rates and upon such other terms as are agreed upon by the
Company and the lending Member; provided that the interest rate on any such
loans may not exceed the rate that would apply to Company borrowing on similar
terms from recognized banks or financial institutions.

3.5      No Interest on Contributions. No interest shall be
paid to any Member on Capital Contributions.

ARTICLE 4.

ALLOCATIONS OF PROFITS AND LOSSES; DISTRIBUTIONS

4.1      Capital Accounts. The Company will maintain a
separate Capital Account for each Member. The Capital Account for each Member
shall be increased by such Member's Capital Contributions and decreased by
Distributions made to such Member. Each Member's Capital Account shall also be
increased or decreased, as the case may be, to account for allocations of
profits and losses to such Member. As of the date on which additional Capital
Contributions are made by any Member, or Distributions are made in liquidation
of any Member's interest in the Company, the Capital Account balances of the
Members may be restated to reflect the market values of the Company's properties
as of such date and the manner in which profits and losses would have been
allocated had the Company disposed of its properties on such date, all in
accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) and

4

(r), as in effect on the date hereof. Subsequent adjustments to Capital
Accounts shall be made so as to comply with the requirements of Treasury
Regulations Sections 1.704-1(b)(2)(iv) and 1.704-1(b)(4)(i), as in effect on the
date hereof. For example, appreciation and depreciation of assets reflected in
the Capital Accounts of the Members by reason of the adjustments described above
shall be taken into account in making later Capital Account adjustments for
profits and losses.

4.2      Restatement of Capital Accounts. If any additional
Capital Contributions are made to the Company, upon agreement of Members holding
seventy-five percent (75%) of all Units, the Capital Accounts of the Members may
be restated to reflect the Members' interests in Company assets. Any such
restatement shall reflect such increases or decreases in the Capital Accounts of
the Members as would reflect the manner in which income, gains, losses, etc.,
would be allocated if there were a taxable disposition of all Company property
for its fair market value on the date of such Capital Contributions.

4.3      Allocations of Profit and Losses. Profits and losses
of the Company shall be allocated pro rata among the Members in proportion to
their Units.

4.4      Section 704(c) Allocation. To the extent required by
Section 704(c) of the Code, items of income, gain, loss, or deduction with
respect to contributed properties shall be allocated among the Members in such
manner as takes into account any variations between the bases of such properties
to the Company upon contribution and the fair market values of such properties
at the time of contribution. Any allocations made solely to comply with this
Section 4.4 and Section 704(c) of the Code are not to be reflected in Capital
Account adjustments.

4.5      Discretionary Distributions Prior to Liquidation.
Additional current Distributions may be made from time to time as the Members
holding a majority of the Units determine. Distributions pursuant to this
Section 4.5 are to be made among the Members in proportion to the number of
Units held by each of them. Except as provided in Section 4.8, all Distributions
to Members prior to the liquidation, winding up, and dissolution of the Company
shall be in cash.

4.6      Distributions Upon Dissolution and Winding Up. At the
time of the dissolution and winding up of the Company, following the allocation
of all net income and net losses and the payment of all Company obligations, the
remaining assets shall be distributed to the Members in accordance with Section
12.3.

4.7      No Distribution by Reason of Withdrawal. Neither
withdrawal from the Company, Transfer of any interest in the Company, nor demand
for the return of capital shall entitle any owner of an interest in the Company
to receive any Distribution from the Company.

4.8      Distributions in Kind. No Member has any right to
demand or receive a Distribution from the Company in any form other than cash,
nor may any Member be compelled to accept any distribution of property in kind
except under circumstances where all Members receive undivided interests in
property or substantially equivalent interests in property on the basis of their
Capital Accounts. If there is a Distribution of property in kind, such property
shall be assumed to have been sold at its fair market value at the time of the
Distribution, and the

5

resulting gain or loss shall be allocated among the Members according to their
Capital Accounts, and their Capital Accounts shall be adjusted accordingly.

ARTICLE 5.

RIGHTS AND DUTIES OF MEMBERS

5.1      Member Voting. Members shall possess voting rights in
proportion to their number of Units.

5.2      Conflicts of Interest.

(a)      Other Business Ventures. Any Member may
engage in or possess an interest in other business ventures of every
nature and description, independently or with others, whether such
ventures are competitive with the Company or otherwise; and neither the
Company nor the Members shall have any right by virtue of this
Agreement in or to such independent ventures or to the income or
profits derived therefrom, and no Member shall have the obligation to
bring any business opportunity to the Company or to any other Member.

(b)      Contracts With Members and Affiliates. A
Member does not violate a duty or obligation to the Company merely
because the Member's conduct furthers the Member's own interest. A
Member (or an Affiliate of a Member) may lend money to and transact
other business with the Company. If a Member (or an Affiliate of a
Member) lends money to or transacts business with the Company, the
rights of such Member (or an Affiliate of a Member) with respect to the
loan or the transacted business are the same as those of a Person who
is not a Member, subject to other applicable law. No transaction with
the Company shall be voidable solely because a Member has a direct or
indirect interest in the transaction if either (i) the transaction is
fair to the Company or (ii) the disinterested Members, knowing the
material facts of the transaction and the Member's interest, authorize,
approve or ratify the transaction.

ARTICLE 6.

MANAGEMENT

6.1      Management. Except as otherwise specified herein, the
management of the Company is reserved to the Member. All decisions of the
Company shall be by the agreement of Members holding a majority of the Units
held by Members. Notwithstanding the foregoing, the Management Board and/or
Officers of the Company may make decisions related to the management of the
Company except to the extent the Members may otherwise limit such authority.

6.2      Management Board. The Company shall have a
"Management Board" of such number of members as Members holding a majority of
the Units held by Members shall determine from time to time, whose authority
shall be subject to the provisions of Section 6.1. Members holding a majority of
the Units held by Members may remove a member of the Management Board from that
position. The initial members of the Management Board shall be

6

set forth herein at Exhibit A. The "Officers" of the Company shall consist of
the members of the Management Board and the other Officers elected or appointed
pursuant to this Article 6. All other Officers named in this Agreement or
elected or appointed pursuant to this Article 6 shall be responsible to, and
subject to the authority and direction of, the Management Board in connection
with matters over which the Management Board has authority. Except as otherwise
provided herein, whenever this Agreement contemplates action by the Management
Board, the Management Board may take or cause to be taken such action in
connection with the Company's business by the vote or agreement of a majority of
the members of the Management Board.

6.3      Right of Public to Rely on Authority of Members;
Signatory Authority. No person shall be required to determine the authority of
the Members or of a Member to make any undertaking on behalf of the Company, or
to see to the application or distribution of revenues or proceeds paid to the
Members or to a Member.

6.4      Officers.

(a)      The Officers of the Company, as such, shall
have limited authority, and shall be subject to the provisions and
limitations of this Article 6.

(b)      The Management Board may elect a Chairperson
of the Board who, if elected, shall preside at all meetings of the
Members and of the Management Board and shall perform such other duties
as may be prescribed by the Management Board from time to time.

(c)      The Company shall have a Chief Executive
Officer, who shall have general active management of the business of
the Company, and in the absence of the Chairperson of the Board or if
the office of Chairperson of the Board is vacant, shall preside at
meetings of the members and Management Board, shall see that all orders
and resolutions of the Management Board are carried into effect, shall
have authority to sign and deliver in the name of the Company any
deeds, mortgages, bonds, contracts, or other instruments pertaining to
the business of the Company, except in cases in which the authority to
sign and deliver is required by law to be exercised by another person
or is expressly delegated by this Agreement, or the Management Board to
some other Officer or agent of the Company, may maintain records of and
certify proceedings of the Management Board and Members, and shall
perform such other duties as may from time to time be prescribed by the
Management Board.

(d)      The Company shall have a President, who
shall be the chief operating officer of the Company, shall have
authority to exercise the power of the Chief Executive Officer in his
absence, and in the absence of the Chairperson of the Board and the
Chief Executive Officer, or if both such offices are vacant, shall
preside at meetings of the Members and Management Board. The Company
may also have one or more Vice Presidents, who shall have authority to
exercise the power of the President in his absence.

(e)      The Company shall have a Treasurer, who,
unless provided otherwise by the Management Board, shall keep accurate
financial records for the Company, shall deposit all moneys, drafts,
and checks in the name of and to the credit of

7

the Company in such banks and depositories as the Management Board
shall designate from time to time, shall endorse for deposit all notes,
checks, and drafts received by the Company as ordered by the Management
Board, making proper vouchers therefor, shall disburse Company funds
and issue checks and drafts in the name of the Company as ordered by
the Management Board, shall render to the President and the Management
Board, whenever requested, an account of all such Officer's
transactions as Chief Financial Officer and of the financial condition
of the Company, and shall perform such other duties as the Management
Board or the President may prescribe from time to time.

(f)      The Company shall have a Secretary, who
shall have primary responsibility to maintain records of actions of,
and whenever necessary, certify all proceedings of the Members. The
Secretary shall keep the required records of the Company, when so
directed by the person or persons authorized to call such meetings,
shall give or cause to be given notice of meetings of the Members, and
shall perform such other duties and have such other powers as the
Members or the President may prescribe from time to time.

(g)      A Officer, as such, shall not be obligated
to devote his or her full time to the conduct of the Company affairs,
but shall devote only as much time as he or she deems necessary for the
proper conduct thereof, and provided further, that nothing in this
Agreement shall be deemed to restrict in any way the freedom of a
Officer to conduct any other businesses or activities whatsoever
without any accountability to the Company.

(h)      The Company may have additional Officers as
provided in Section 6.6.

6.5      Initial Officers. The initial Officers shall be set
forth herein at Exhibit A.

6.6      Election and Removal of Officers. Subject to the
other provisions of this Article 6, the Management Board may elect or appoint
other Officers or agents of the Company, with such titles, duties, and authority
as they shall designate. Subject to the other provisions of this Article 6, and
to any other limitations that the Management Board may impose, the President may
delegate authority and appoint other Officers and agents of the Company, with
such titles, duties, and authority as the President shall designate. The
President, at any time, may remove or terminate the authority of any Officer or
agent that was appointed by the President. The Management Board may at any time
remove or terminate the authority of any Officer or agent, whether elected or
appointed by the Management Board or the President.

ARTICLE 7.

LIABILITY AND INDEMNIFICATION

7.1      Liability of Members. No Member shall be liable as
such for the liabilities of the Company. The failure of the Company to observe
any formalities or requirements relating to the exercise of its powers or
management of its business or affairs under this Agreement or the Act shall not
be grounds for imposing personal liability on the Members or the Officers for
liabilities of the Company.

8

7.2      Liability of Officer and Employees. No Officer or
employee shall be liable to the Company for any liability suffered by the
Company on account of any action or inaction taken by him as a Officer or
employee, if such Person acted (a) in good faith, (b) with the care of a
corporate officer of like position, and (c) in a manner he reasonably believed
to be in the best interest of the Company.

7.3      Indemnification.

(a)      The Company shall indemnify any current or
former Officer of the Company to the full extent permitted by law
against expenses, judgments and other losses arising out of his or her
status as Management Board, provided that the Officer has met the
appropriate standard of conduct as set forth in Section 7.2, in the
interpretation of a majority in interest of the Management Board
(excluding the Officer for whom such indemnification is proposed, if
such Officer serves on the Management Board).

(b)      The Company may indemnify any current or
former employee or agent of the Company, at the discretion of the
Management Board, to the full extent permitted by law against expenses,
judgments and other losses arising out of their status as an employee,
provided that the employee has met the appropriate standard of conduct
as set forth in Section 7.2, in the interpretation of the Management
Board.

7.4      Expenses.

(a)      The Company shall reimburse any Officer for
all losses and expenses, including legal fees, in connection with any
suit or action referred to in Section 7.3(a) above.

(b)      In the discretion of the Officer, the
Company may advance a Officer or employee funds to defend a suit or
otherwise, provided that such Person must agree to repay such amounts
if it is determined that he is not entitled to reimbursement of the
funds.

7.5      Non-Exclusivity. The indemnification and advancement
of expenses shall not be exclusive of any other right available to an Officer or
employee.

ARTICLE 8.

BOOKS AND RECORDS; TAX MATTERS

8.1      Tax Characterization. The Members intend that the
Company be treated as a "partnership" for tax purposes during all periods when
there is more than one Person that owns an interest in the Company for federal
income tax purposes, and as a disregarded entity for tax purposes during periods
for which there is but one Person that owns an interest in the Company for
federal income tax purposes.

8.2      Accounting Method and Fiscal Year. The Company shall
keep its accounting records and shall report its income for income tax purposes
on the method of

9

accounting that was used by the Company. The fiscal year of the Company shall be
the calendar year.

8.3      Books and Records. The Company's books and accounting
records and all other papers, records, and documents relating to the Company's
affairs shall be kept at the Company's principal executive office or such other
place as the Members may agree. Each Member shall have the right, subject to
applicable law and reasonable standards established by the Officer, to obtain
from the Company from time to time upon reasonable demand for any purpose
reasonably related to the Member's interest as a Member of the Company:

(a)      true and full information regarding the
status of the business and financial condition of the Company;

(b)      promptly after becoming available, a copy of
the Company's federal, state, and local income tax returns for each
year;

(c)      a current list of the name and last known
business, residence or mailing address of each Member and Officer of
the Company;

(d)      a copy of any written limited liability
company agreement and Certificate of Formation and all amendments
thereto, together with executed copies of any written powers of
attorney pursuant to which the limited liability company agreement and
any certificate and all amendments thereto have been executed; and

(e)      true and full information regarding the
amount of cash and description and statement of the agreed value of any
other property or services contributed by each Member and which each
Member has agreed to contribute in the future, and the date on which
each became a Member

8.4      Annual Financial Statements. The Management Board
shall cause to be prepared and delivered to each of the Members within 120 days
after the close of each fiscal year, annual financial statements for the
Company, including statements of assets and liabilities, income statements, and
such other statements as are commonly included in financial statements, or as
may be requested by the Members. Such financial statements need not be audited.
Costs of compiling the Company's annual financial statements will be paid by the
Company. If a majority in interest of the Members deems it advisable to have the
Company's financial statements audited or reviewed, the Management Board may
engage an independent certified public accountant to do so, and the fees
therefor will be paid by the Company.

8.5      Bank Accounts. The Management Board shall select a
bank account or accounts for the funds of the Company, and all funds of every
kind and nature received by the Company shall be deposited in such account or
accounts. The Management Board shall designate from time to time the Persons
authorized to withdraw funds from such accounts. The funds of the Company will
not be commingled with funds of any other Person.

8.6      Tax Returns. As soon as possible following the close
of each year of the Company for which the filing of a partnership tax return is
required, the partnership income tax return for the Company shall be prepared by
such accountant or firm as may be selected by the

10

Management Board. In addition, within 75 days after the end of each fiscal year,
the Company will cause to be delivered to each Person who was a Member at any
time during such fiscal year a Schedule K-1 and such other information, if any,
with respect to the Company as may be necessary for the preparation of such
Member's federal or state income tax (or information) returns, including a
statement showing each Member's share of income, gain, loss, and credits for
such fiscal year for federal or state income tax purposes.

8.7      Tax Elections. In the sole discretion of the
Management Board, the Company may make or not make any and all tax elections
deemed appropriate, including, in the event of a transfer of all or part of any
Member's interest in the Company, the election under Section 754 of the Code to
adjust the bases of the assets of the Company.

8.8      Tax Matters Partner. During periods for which the
Company must have a "tax matters partner" within the meaning of Section
6231(a)(7) of the Code, the Member shall act as the tax matters partner of the
Company.

ARTICLE 9.

TRANSFERS OF MEMBERSHIP INTERESTS

9.1      Limitation on Sale or Exchange. Except as otherwise
provided in this Article 9, no Member may sell, assign, or otherwise transfer
all or any portion of his, her or its interest in the Company except as agreed
by all other Members.

9.2      Requirements for Assignment. Subject to restrictions
on transferability contained elsewhere in this Agreement or imposed by federal
or state law, a Member may assign an interest in the Company only (a) by a
written assignment that (i) is not in contravention of any of the provisions of
this Agreement; (ii) has been duly executed and acknowledged by the assignor and
assignee, subject to the reasonable approval of the Management Board; and (iii)
is to an assignee who represents that he satisfies specific suitability
standards applicable to the assigning Member as may from time to time be
established by a majority in interest of the Members; and (b) if required by the
Management Board, legal counsel for the Company has rendered its opinion, in
form and substance satisfactory to the Management Board and at the expense of
the prospective assignee or assignor, that such assignment would not cause the
termination of the Company for federal income tax purposes (unless termination
is consented to by the Management Board or the transfer is otherwise permitted
by Section 10.1) or the taxation of the Company as a corporation.

9.3      Continuation of Assignor's Status. Anything herein to
the contrary notwithstanding, the Company, its Officers, and the Members are
entitled to treat an assignor of an interest in the Company as the absolute
owner thereof in all respects, and they will incur no liability for
distributions of cash made in good faith to him, her or it until such time as a
written assignment that conforms to all requirements of this Article 10 has been
received by and recorded on the books and records of the Company.

9.4      Assignee's Rights. An assignee of any Member's
interest will be entitled to receive Distributions of cash or other property
from the Company and to receive allocations of

11

the gains, profits, and losses of the Company attributable to such interest
after the effective date of the assignment. The "effective date" of an
assignment shall be the later of (a) the date set forth on the written
instrument of assignment and (b) the date upon which the requirements of this
Article 9 have been satisfied. An Assignee who has not been admitted as a
Substitute Member pursuant to Section 9.5 will have no additional rights except
as required by law.

9.5      Requirements for Admission as a Substitute or
Additional Member. An assignee of an interest in the Company, if not already a
Member, may become a Substitute Member only with the consent of Members holding
a majority of all Units held by nontransferring Members, which consent may be
granted or withheld all in each such Member's sole discretion. No assignee of
any Member's interest who is not already a Member may become a Substitute Member
with respect to such interest without such consent.

9.6      Documents and Expenses. As a condition to admission
as a Substitute Member, an assignee of all or a part of any interest in the
Company shall execute and acknowledge such instruments, in form and substance
satisfactory to the Company, as the Company deems necessary or advisable to
effectuate such admission and to confirm the agreement of the person being
admitted as such Substitute Member to be bound by all of the terms and
provisions of this Agreement. Such assignee shall pay all reasonable expenses in
connection with such admission as a Substitute Member, including, but not
limited to, legal fees and costs of preparing and filing any amendment to the
Certificate of Formation of the Company if necessary or desirable in connection
therewith.

9.7      Transfers Not in Compliance With this Article are
Void. Any attempted transfer of an interest in the Company, or any part thereof,
not in compliance with this Article 9 is null and void ab initio.

9.8      Acquit Company. Until such time as a written
assignment that conforms to all requirements of this Article 9 has been received
by and recorded on the books of the Company, any payment by the Company to an
assigning Member or his, her or its executors, administrators, or
representatives shall acquit the Company of liability to the extent of such
payments from any other Person who may have an interest in such payment by
reason of an assignment by the Member, such Member's death, or otherwise.

9.9      Obligations of Substitute Members or Assignees. A
Person who shall, as provided in this Article, be admitted as a Member of the
Company, or shall become an assignee of an interest in the Company or other
rights or powers of a Member to the extent assigned, shall become bound by this
Agreement:

(a)      If such Person (or a representative
authorized by such Person orally, in writing or by other action such as
payment for an interest in the Company) executes the Agreement or any
other writing evidencing the intent of such Person to become a Member
or Assignee; or

(b)      Without such execution, if such Person (or a
representative authorized by such Person orally, in writing or by other
action such as payment for an interest in the Company) complies with
the conditions for becoming a Member or

12

Assignee as set forth in this Agreement or any other writing and
requests (orally, in writing or by other action such as payment for a
Company interest) that the records of the Company reflect such
admission or assignment; and

Such obligation shall not be unenforceable by reason of its not having been
signed by a Person being admitted as a Member or becoming an assignee as
provided in this Article, or by reason of its having been signed by a
representative as provided by the Act.

ARTICLE 10.

ADDITIONAL MEMBERS

Additional Members may be admitted to the Company upon such
terms and conditions, and for such Capital Contributions as shall be approved by
all Members. If there remain no Members because of the occurrence of an event
described in Section 12.1(c) that terminated the membership of the last
remaining Member, any or all Persons that (a) acquired all or any portion of
such Member's interest in the Company and (b) request in writing to be admitted
as a Member, shall be admitted as additional Members of the Company as of a
common date no later than 90 days after the occurrence of such Dissolution
Event.

ARTICLE 11.

RESIGNATION; WITHDRAWAL

A Member may not resign from, withdraw from, or assign an
interest in the Company, except as specifically permitted by this Agreement.

ARTICLE 12.

DISSOLUTION; CONTINUATION

12.1     Dissolution Events. The Company shall continue until
the occurrence of any of the following events (each a "Dissolution Event"):

(a)      The expiration of the Company's period of
existence, as set forth in the Certificate of Formation;

(b)      The written consent of all of the Members to
dissolve and terminate the Company;

(c)      The death, retirement, resignation,
expulsion, bankruptcy, or dissolution of a Member, or the occurrence of
any other event which terminates the continued membership of a Member;
or

(d)      The decree of a court of competent
jurisdiction that dissolution and liquidation is required.

13

12.2     Continuation After Dissolution. Upon the occurrence
of a Dissolution Event defined in Section 12.1(c), the Company automatically
shall be continued (a) if there are remaining Members, unless the remaining
Members of the Company elect to dissolve pursuant to Section 12.1(b), or (b) if
there are no remaining Members of the Company, if one or more additional Members
are admitted pursuant to Article 9 within 90 days after such Dissolution Event.

12.3     Dissolution Procedure. Except as otherwise provided
by the Act and unless the Company is continued pursuant to Section 12.2, upon
the occurrence of a Dissolution Event, no further business shall be done in the
name of or on behalf of the Company except insofar as may be necessary to wind
up the business of the Company and distribute its assets to the Members or their
successors in interest, and the Company shall execute and file a certificate of
cancellation as required by the Act. Upon dissolution and termination of the
Company, except as otherwise provided in any valid business continuation
agreement and by applicable law, the Company's assets shall be applied in the
following order:

(a)      To creditors, including Members or the
Officer who are creditors, to the extent otherwise permitted by law, in
satisfaction of liabilities of the Company (whether by payment or the
making of reasonable provision for payment thereof) other than
liabilities for which reasonable provision for payment has been made;

(b)      Next, to the setting up of any reserves
deemed reasonably necessary by the Officer for (i) any contingent,
conditional or unmatured claims or obligations of the Company known to
the Company; and (ii) all claims and obligations which are known to the
Company but for which the identity of the claimant is unknown; and

(c)      Next, to the Members first in accordance
with their respective Capital Account balances, and second respecting
their interests in the Company, in the proportions in which Members
share in Distributions pursuant to Section 4.5 of this Agreement.

For purpose of determining the rights of Members to Distributions in
dissolution, in the event of a distribution of property in kind, such property
shall be assumed to have been sold at its fair market value, as determined by
the Officer, with any gain or loss allocated to the Members in accordance with
Article 4. If a Member is indebted to the Company, the Company shall, if
possible, offset such indebtedness to satisfy its obligation to make a
Distribution in dissolution to said indebted Member rather than distribute a
portion of said indebtedness to the other Members.

ARTICLE 13.

AMENDMENTS

No change, modification or amendment of this Agreement shall
be valid or binding unless such change, modification or amendment is contained
in a writing signed by all Members.

14

ARTICLE 14.

PROVISIONS APPLICABLE WHEN THERE IS A SINGLE MEMBER

For all periods during which there is a single Member of the
Company, notwithstanding any contrary provision of this Agreement, such Member's
actions, for all purposes, shall be duly authorized actions by and on behalf of
the Company.

ARTICLE 15.

MISCELLANEOUS

15.1     Governing Law. Notwithstanding the fact that the
Company will conduct business in states other than Delaware, and notwithstanding
the fact that the Members are residents of states other than Delaware, this
Agreement and the rights of the parties hereunder will be governed by,
interpreted, and enforced in accordance with the laws of the State of Delaware.

15.2     Certificate of Formation. The Certificate of
Formation is incorporated by reference and hereby made a part of this Agreement.
In the event of any conflict between the Certificate of Formation and this
Agreement, the provisions of this Agreement shall govern to the extent not
contrary to law.

15.3     Binding Effect. This Agreement will be binding upon
and inure to the benefit of the Members, and their respective heirs, executors,
administrators, personal representatives, successors and assigns.

15.4     Severability. If any provision of this Agreement is
held to be illegal, invalid or unenforceable under the present or future laws
effective during the term of this Agreement, such provision will be fully
severable, and this Agreement will be construed and enforced as if such illegal,
invalid, or unenforceable provision had never comprised a part of this
Agreement, and the remaining provisions of this Agreement will remain in full
force and effect and will not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Agreement. Furthermore, in
lieu of such illegal, invalid or unenforceable provision, there will be added
automatically as a part of this Agreement a provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.

15.5     Counterparts. This Agreement may be executed in
several counterparts, each of which will be deemed an original, but all of which
will constitute one and the same instrument. In making proof hereof it will be
necessary to produce only one copy hereof signed by the party to be charged.

15.6     Additional Documents and Acts. Each Member agrees to
execute and deliver such additional documents and instruments and to perform
such additional acts as may be necessary or appropriate to effectuate, carry out
and perform all of the terms, provisions and conditions of this Agreement and
the transactions contemplated hereby.

15

15.7     No Third Party Beneficiary. This Agreement is made
solely and specifically among and for the benefit of the parties hereto, and
their respective successors and assigns, and no other Person will have any
rights, interest or claim hereunder or be entitled to any benefits under or on
account of this Agreement, whether as a third party beneficiary or otherwise.

15.8     Notices. Any notice to be given or to be served by a
Member upon the Company in connection with this Agreement must be in writing and
will be deemed to have been given when delivered personally or mailed to the
Company at its registered office or its principal executive office or to the
Company's President. Notice to a Member will be deemed to have been given when
(a) delivered personally to the Member or (b) deposited in the United States
mail, postage prepaid and addressed to a Member at the address specified in
Section 2.2 hereof. At any time, by giving 5 days' prior written notice to the
Company, a Member may designate another address in substitution of the foregoing
address as the address to which notice is to be given.

15.9     Headings and Titles. Article and section headings and
titles are for descriptive purposes and convenience of reference only and shall
not control, alter or be used to interpret the meaning of this Agreement as set
forth in the text.

15.10    Entire Agreement. This Agreement is the final
integration of the agreement of the parties with respect to the matters covered
by it and supersedes any prior understanding or agreement, oral or written, with
respect thereto.

15.11    Gender, Etc. Except where the context requires
otherwise, the use of terminology of any of the masculine, feminine or neuter
genders shall include all such genders, and the use of the singular number shall
include the plural and vice versa.

16

IN WITNESS WHEREOF, the Member has executed this Agreement as
of the date first above written.

NRG SOUTH CENTRAL GENERATING LLC,
a Delaware limited liability company,
as the Member

By: /s/ Craig A. Mataczynski
-------------------------------------
Name: Craig A. Mataczynski
Title: President

(Signature Page to NRG Bayou Cove LLC Agreement)

EXHIBIT A

MEMBER:       NRG SOUTH CENTRAL GENERATING LLC

NUMBER OF UNITS    % OWNERSHIP               PARENT COMPANIES
---------------    -----------               ----------------

1,000             100%          NRG Central U.S. LLC
South Central Generation Holding LLC

INITIAL MANAGEMENT BOARD:

Craig A. Mataczynski
Alan D. Williams

INITIAL OFFICERS:

President                       Craig A. Mataczynski
Vice President                  Alan D. Williams
Treasurer                       Adam Carte
Secretary                       A. Kell McInnis
Assistant Secretary             Kathryn J.Osteraas

EXHIBIT 3.49

CERTIFICATE OF INCORPORATION
OF
NRG CABRILLO POWER OPERATIONS INC.

FIRST. The name of the corporation is NRG Cabrillo Power Operations
Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Michael J.
Young, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of me corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Michael J. Young
-----------------------------
Michael J. Young
Incorporator

EXHIBIT 3.50

BYLAWS
OF
NRG CABRILLO POWER OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG Cabrillo Power Operations Inc.   Bylaws                               Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting: Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Cabrillo Power Operations Inc.   Bylaws                               Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Cabrillo Power Operations Inc.   Bylaws                               Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Cabrillo Power Operations Inc.   Bylaws                               Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Cabrillo Power Operations Inc.   Bylaws                               Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Cabrillo Power Operations Inc.                    Bylaws              Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Cabrillo Power Operations Inc.                    Bylaws              Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Cabrillo Power Operations Inc.                    Bylaws              Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

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Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.51

CERTIFICATE OF INCORPORATION
OF
NRG CADILLAC OPERATIONS INC.

FIRST. The name of the corporation is NRG Cadillac Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Michael J.
Young, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except
and to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or
any of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) pursuant to Section 174 of the General Corporation Law of Delaware or
(d) for any transaction from which the director derived any improper personal
benefit. Any repeal or modification of this Article Ninth by the stockholders of
the corporation shall not adversely affect any right or protection of a director
of the corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Incorporator

EXHIBIT 3.52

BYLAWS
OF
NRG CADILLAC OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG Cadillac Operations Inc.                  Bylaws                      Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Cadillac Operations Inc.                  Bylaws                      Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Cadillac Operations Inc.                  Bylaws                      Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Cadillac Operations Inc.                  Bylaws                      Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Cadillac Operations Inc.                  Bylaws                      Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Cadillac Operations Inc.                  Bylaws                      Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Cadillac Operations Inc.                  Bylaws                      Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Cadillac Operations Inc.                  Bylaws                      Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Cadillac Operations Inc.                  Bylaws                     Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.53

CERTIFICATE OF FORMATION
OF
NRG CALIFORNIA PEAKER OPERATIONS LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NRG
California Peaker Operations LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Timothy W.J. O'Brien, NRG Energy, Inc., 901
Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG California Peaker Operations LLC this 20th day of May, 2003.

/s/ Timothy W. J. O' Brien
--------------------------
Timothy W. J. O' Brien
Authorized Person

EXHIBIT 3.54

LIMITED LIABILITY COMPANY AGREEMENT

OF

NRG CALIFORNIA PEAKER OPERATIONS LLC

(A DELAWARE LIMITED LIABILITY COMPANY)

This LIMITED LIABILITY COMPANY AGREEMENT of NRG California Peaker
Operations LLC, dated as of May 20, 2003, is hereby adopted, executed and agreed
to by its sole Member (as defined below).

1.       FORMATION. NRG California Peaker Operations LLC (the
"Company") was formed on May 20, 2003, as a Delaware limited liability company
under and pursuant to the Delaware Limited Liability Company Act, as amended
(the "Act").

2.       TERM. The Company shall have a perpetual existence.

3.       MEMBER. NRG Operating Services, Inc. a Delaware corporation,
is the sole member of the Company (such member or its successors, the "Member").

4.       ALLOCATION OF PROFITS AND LOSSES. The Member shall be
allocated 100% of all profits, losses, gains, deductions and credits with
respect to the operations of the Company.

5.       PURPOSES. The purpose of the Company is to carry on any lawful
business, purpose or activity for which a limited liability company may be
formed under the Act. The Company shall have all of the powers to conduct such
business as permitted under the Act.

6.       CONTRIBUTIONS. The Member's initial capital contribution is
set forth on Exhibit A. Without creating any rights in favor of any third party,
the Member may, from time to time, make additional contributions of cash or
property to the capital of the Company, but shall have no obligation to do so.

7.       DISTRIBUTIONS. The Member shall be entitled (a) to receive all
distributions (including, without limitation, liquidating distributions) made by
the Company and (b) to enjoy all other rights, benefits and interests in the
Company.

8.       MANAGEMENT. The management of the Company is fully reserved to
the Member, and the Company shall not have "managers" as that term is used in
the Act. The powers of the Company shall be exercised by or under the authority
of, and the business and affairs of the Company shall be managed under the
direction of, the Member, who shall make all decisions and take all actions for
the Company. The Member may from time to time delegate to one or more persons
such authority as the Member may deem advisable and may elect one or more
persons as president, vice presidents, secretary, assistant secretary,
treasurer, assistant treasurer or any other title of an officer of the Company
as determined by the Member to act on behalf of the Company with respect to any
matter or matters delegated

to such person by the Member. The Member may, at any time, rescind any such
delegation and remove any person from an office to which such person was elected
by the Member. No officer need be a resident of the State of Delaware. Unless
the Member decides otherwise, the Company may have the following officers:

a.       PRESIDENT. The President shall have the active,
executive management of the operations of the
Company, subject however to the control of the
Member. The President shall, in general, perform all
duties incident to the office of president and such
other duties as from time to time may be assigned to
him or her by the Member.

b.       VICE PRESIDENT. Vice Presidents shall have such
powers and perform such duties as the Member may from
time to time prescribe or as the President may from
time to time delegate to him or her. At the request
of the President, one or more Vice Presidents may
temporarily act in place of the President. In case of
the death, absence or inability to act of the
President, the Member may designate one or more Vice
Presidents to perform the duties of the President.

c.       TREASURER. The Treasurer shall be the principal
financial officer of the Company; shall have charge
and custody of an be responsible for all funds of the
Company and deposit all such funds in the name of the
Company in such banks, trust companies or other
depositories as shall be selected by the Member;
shall receive and give receipts for moneys due and
payable to the Company from any source; and, in
general, shall perform all the duties incident to the
office of treasurer and such other duties as from
time to time may be assigned by the Member or by the
President. The Treasurer shall render to the
President and the Member, whenever the same shall be
required, an account of all transactions accomplished
as treasurer and of the financial condition of the
Company.

d.       SECRETARY. The Secretary shall keep or cause to be
kept the minutes of any Company meetings; shall see
that all notices are duly given in accordance with
the provisions of applicable law; shall be custodian
of the records; and, in general, shall perform all
duties incident to the office of the secretary and
such other duties as may from time to time be
assigned by the Member or by the President.

e.       ASSISTANT SECRETARIES. Assistant Secretaries shall
have such powers and perform such duties as the
Member may from time to time prescribe or as the
Secretary may from time to time delegate to him or
her. At the request of the Member or the Secretary,
one or more Assistant Secretaries may temporarily act
in place of the Secretary. In the case of the death,
absence or inability to act of the Secretary, the
Member may designate one or more Assistant
Secretaries to perform the duties of the Secretary.

9.       TAX MATTERS. The Member intends that the Company be treated as
a "partnership" for tax purposes during all periods during which more than one
person or entity owns an interest in the Company for federal income tax
purposes, and as a disregarded entity for tax purposes during all periods during
which only one person or entity owns an interest in the Company for federal
income tax purposes. The Company and the Member shall comply with all
requirements of the Internal Revenue Code of 1986, as amended, with respect to
the Company.

10.      TRANSFERS. The Member may freely transfer all or any part of
its membership interest in the Company at any time, and any such transferee
shall become an additional or substituted Member of the Company, as applicable,
with full rights of a Member as set forth herein and in the Act.

11.      DISSOLUTION. The Company shall dissolve and its affairs shall
be wound up at such time, if any, as the Member may elect or as may be required
under the Act. No other event will cause the Company to dissolve.

12.      GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS
CONFLICT OF LAWS RULES).

13.      INDEMNIFICATION. The Company shall indemnify to the fullest
extent permitted by the Delaware Limited Liability Company Act any person who is
made, or threatened to be made, a party to an action, suit or proceeding,
whether civil, criminal, administrative, investigative, or otherwise (including
an action, suit or proceeding by or in the right of the Company) by reason of
the fact that the person is or was a director, officer or employee of the
Company or a fiduciary within the meaning of the Employee Retirement Income
Security Act of 1974 with respect to any employee benefit plan of the Company,
or serves or served at the request of the Company as a director, or officer, or
as a fiduciary of an employee benefit plan, of another limited liability
company, corporation, partnership, joint venture, trust or other enterprise. The
officers and directors of the Company are entitled to indemnification from the
Company, and shall be indemnified by the Company, to the full extent permitted
by Delaware Limited Liability Company Act for any action, claim or loss arising
out of such person's good faith acts on behalf of the Company or in furtherance
of the business or purposes of the Company. The right to and amount of
indemnification shall be determined in accordance with the provisions of the
Delaware Limited Liability Company Act in effect at the time of the
determination. The personal liability of a director to the Company or its
members for monetary damages for breach of fiduciary duty is hereby eliminated
to the fullest extent permitted by the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the Member has executed this Agreement as of the
date first above written.

NRG OPERATING SERVICES, INC.

/s/ Scott J. Davido
----------------------------
By:  Scott J. Davido
Its: Vice President

EXHIBIT A

MEMBER:    NRG OPERATING SERVICES, INC.

CAPITAL CONTRIBUTION       NUMBER OF UNITS      % OWNERSHIP    PARENT COMPANIES
--------------------       ---------------      -----------    ----------------

$1,000.00                     1,000                  100%      NRG Energy, Inc.

EXHIBIT 3.55

CERTIFICATE OF FORMATION
OF
NRG CENTRAL U.S. LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NRG Central
U.S. LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG Central U.S. LLC this 12th day of January, 2000.

/s/ Michael J. Young
------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.56

AMENDMENT TO THE
LIMITED LIABILITY COMPANY AGREEMENT OF
NRG CENTRAL U.S. LLC
A DELAWARE LIMITED LIABILITY COMPANY

THIS AMENDMENT (the "Amendment") to the Limited Liability Company
Agreement of NRG Central U.S. LLC, a Delaware limited liability company (the
"Company"), dated as of November 15, 2002 (the "Effective Date"), is adopted,
executed and agreed to by the undersigned, NRG Energy, Inc., a Delaware
corporation and the sole member of the Company (the "Member"), and Linda L.
Carney, the Independent Member of the Company (the "Independent Member").

WHEREAS, the Member has entered into a Limited Liability Company
Agreement dated as of January 12, 2000 in respect of the Company, which provides
that the unanimous consent of the Members and at least one Independent Member
shall be required to take certain actions; and

WHEREAS, the Member and the Independent Member deem it to be advisable
and in the best interests of the Company to amend the provision in the Limited
Liability Company Agreement requiring the unanimous consent of the Members and
the Independent Member and certain other provisions referencing such Independent
Member.

NOW THEREFORE, in consideration of the foregoing, the Member and the
Independent Member hereby amend the Limited Liability Company Agreement as
follows:

(1)      Section 3.08 is hereby amended and restated in its
entirety to read as follows:

"WITHDRAWAL. A Member may not withdraw or resign from the
Company; provided, however, that the Independent Member may
resign at any time, and such resignation shall become
effective upon acceptance by the Company."

(2)      Section 6.05 is hereby deleted in its entirety and is
replaced by the words "Intentionally Omitted."

Except as expressly amended hereby, all of the terms and provisions of
the Limited Liability Company Agreement are and shall remain in full force and
effect.

IN WITNESS WHEREOF, the Member and the Independent Member hereto have
caused this Amendment to be duly executed as of the date first above written.

NRG ENERGY, INC.

By: /s/ Richard C. Kelly
--------------------
Name: Richard C. Kelly
Its:  President and Chief Operating Officer

By: /s/ Linda L. Carney
--------------------
Name: Linda L. Carney
Independent Member

LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG CENTRAL U.S. LLC
A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF NRG CENTRAL U.S. LLC (this
"Agreement"), dated as of January 12, 2000 (the "Effective Date"), is adopted,
executed and agreed to, for good and valuable consideration, by the Members (as
defined below).

RECITALS

1.       NRG Energy, Inc., a Delaware corporation ("NRG"), has agreed
to become the Sole Member of the Company (as defined below), which was formed
for the purpose of acquiring an ownership interest in NRG South Central
Generating LLC, a Delaware limited liability company ("South Central").

2.       NRG desires to enter into this Agreement to agree upon various
matters relating to the Company.

ARTICLE 1
DEFINITIONS

1.01     DEFINITIONS. As used in this Agreement, the following terms
have the respective meanings set forth below or set forth in the Sections
referred to below:

ACT - the Delaware Limited Liability Company Act.

AFFECTED MEMBER - Section 9.01.

AFFILIATE - with respect to any Person, (a) each entity that
such Person Controls; (b) each Person that Controls such Person,
including, in the case of a Member, such Member's Parent; and (c) each
entity that is under common Control with such Person, including, in the
case of a Member, each entity that is Controlled by such Member's
Parent.

AGREEMENT - introductory paragraph.

ALTERNATE REPRESENTATIVE - Section 6.02(a)(i).

ASSIGNEE - any Person that acquires a Membership Interest or
any portion thereof through a Disposition; provided, however, that, an
Assignee shall have no right to be admitted to the Company as a Member
except in accordance with Section 3.03(b)(iii).

BANKRUPTCY OR BANKRUPT - with respect to any Person, that (a)
such Person (i) makes a general assignment for the benefit of
creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes
the subject of an order for relief or is declared insolvent in any
federal or state bankruptcy or insolvency proceedings; (iv) files a
petition or answer seeking for such Person a reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or
similar relief under any Law; (v) files an answer or other pleading
admitting or failing to contest the

material allegations of a petition filed against such Person in a
proceeding of the type described in subclauses (i) through (iv) of this
clause (a); or (vi) seeks, consents to, or acquiesces in the
appointment of a trustee, receiver, or liquidator of such Person or of
all or any substantial part of such Person's properties; or (b) against
such Person, a proceeding seeking reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief
under any Law has been commenced and 60 Days have expired without
dismissal thereof or with respect to which, without such Person's
consent or acquiescence, a trustee, receiver, or liquidator of such
Person or of all or any substantial part of such Person's properties
has been appointed and 60 Days have expired without the appointment's
having been vacated or stayed, or 60 Days have expired after the date
of expiration of a stay, if the appointment has not previously been
vacated.

BUSINESS DAY - any day other than a Saturday, a Sunday, or a
holiday on which national banking associations in Minnesota, Illinois
or New York are not open for business.

BUYOUT EVENT - Section 9.01.

CAPITAL ACCOUNT - the account to be maintained by the Company
for each Member in accordance with Section 4.06.

CAPITAL CONTRIBUTION - with respect to any Member, the amount
of money and the net agreed value of any property (other than money)
contributed to the Company by the Member. Any reference in this
Agreement to the Capital Contribution of a Member shall include a
Capital Contribution of its predecessors in interest.

CERTIFIED PUBLIC ACCOUNTANTS - a firm of independent public
accountants selected from time to time by the Management Committee.

CHANGE OF MEMBER CONTROL - with respect to any Member, an
event (such as a Disposition of voting securities) that causes such
Member to cease to be Controlled by such Member's Parent; provided,
however, that an event that causes any of such Member's Parents to be
Controlled by another Person shall not constitute a Change of Member
Control.

CLAIM - any and all judgments, claims, causes of action,
demands, lawsuits, suits, proceedings, Governmental investigations or
audits, losses, assessments, fines, penalties, administrative orders,
obligations, costs, expenses, liabilities and damages (whether actual,
consequential or punitive), including interest, penalties, reasonable
attorney's fees, disbursements and costs of investigations,
deficiencies, levies, duties and imposts.

CODE - the Internal Revenue Code of 1986, as amended.

COMPANY - NRG Central U.S. LLC, a Delaware limited liability
company.

CONFIDENTIAL INFORMATION - information and data (including all
copies thereof) that is furnished or submitted by any of the Members or
their Affiliates, whether oral (and if oral, reduced to writing and
marked "confidential" within 10 days of disclosure), written, or
electronic, on a confidential basis to the other Members or their
Affiliates in connection with the Company, and any and all of the
activities and studies performed pursuant to this Agreement and the
resulting information and data obtained from those studies.

2

Notwithstanding the foregoing, the term "Confidential Information"
shall not include any information that:

(a)      is in the public domain at the time of its disclosure
or thereafter (other than as a result of a disclosure directly or
indirectly by a Member or its Affiliates in contravention of this
Agreement);

(b)      as to any Member, was in the possession of such
Member or its Affiliates prior to the execution of this Agreement; or

(c)      is engineering information (for example, heat balance
and capital cost information) that has been independently acquired or
developed by a Member or its Affiliates without violating any of the
obligations of such Member or its Affiliates under this Agreement.

CONTROL - the possession, directly or indirectly of either of
the following:

(a)      (i) in the case of a corporation, more than 50% of
the outstanding voting securities thereof; (ii) in the case of a
limited liability company, partnership, limited partnership or venture,
the right to more than 50% of the distributions therefrom (including
liquidating distributions); (iii) in the case of a trust or estate,
including a business trust, more than 50% of the beneficial interest
therein; and (iv) in the case of any other entity, more than 50% of the
economic or beneficial interest therein; or

(b)      in the case of any entity, the power or authority,
through ownership of voting securities, by contract or otherwise, to
exercise a controlling influence over the management of the entity.

DAY - a calendar day; provided, however, that if any period of
Days referred to in this Agreement shall end on a Day that is not a
Business Day, then the expiration of such period shall be automatically
extended until the end of the first succeeding Business Day.

DEFAULT - the failure of a Member to comply in any material
respect with any of its material agreements, covenants or obligations
under this Agreement; the failure of any representation or warranty
made by a Member in this Agreement to have been true and correct in all
material respects at the time it was made; or the failure of a Member,
without justified cause, to take any action materially necessary for
the progress of the business of South Central consistent with or
required by the terms of this Agreement (including participating in
meetings or decisions).

DEFAULT RATE - a rate per annum equal to the lesser of (a) a
varying rate per annum equal to the sum of (i) the prime rate as
published in The Wall Street Journal, with adjustments in that varying
rate to be made on the same date as any change in that rate is so
published, plus (ii) 3% per annum, and (b) the maximum rate permitted
by Law.

DELAWARE CERTIFICATE - Section 2.01.

DISPOSE, DISPOSING OR DISPOSITION - with respect to any asset
(including a Membership Interest or any portion thereof), a sale,
assignment, transfer, conveyance, gift,

3

exchange or other disposition (other than the pledge or assignment to
any creditor of the Company or any collateral agent for such creditor,
of any Membership Interest as security for the indebtedness to such
creditor) of such asset, whether such disposition be voluntary,
involuntary or by operation of Law, including the following: (a) in the
case of an asset owned by a natural person, a transfer of such asset
upon the death of its owner, whether by will, intestate succession or
otherwise; (b) in the case of an asset owned by an entity, (i) a merger
or consolidation of such entity (other than where such entity is the
survivor thereof), (ii) a conversion of such entity into another type
of entity, or (iii) a distribution of such asset, including in
connection with the dissolution, liquidation, winding-up or termination
of such entity (unless, in the case of dissolution, such entity's
business is continued without the commencement of liquidation or
winding-up); and (c) a disposition in connection with, or in lieu of, a
foreclosure of an Encumbrance; but such terms shall not include the
creation of an Encumbrance.

DISPUTE - Section 10.01.

DISPUTE NOTICE - Section 10.02.

DISPUTING MEMBER - Section 10.01.

DISSOLUTION EVENT - Section 11.01 (a).

EFFECTIVE DATE - introductory paragraph.

ENCUMBER, ENCUMBERING, OR ENCUMBRANCE - the creation of a
security interest, lien, pledge, mortgage or other encumbrance, whether
such encumbrance be voluntary, involuntary or by operation of Law;
provided, however, that the pledge or assignment to any creditor of the
Company or any collateral agent for such creditor, of any Membership
Interest as security for the indebtedness to such creditor shall not be
deemed to be an Encumbrance thereof.

FAIR MARKET VALUE - Section 9.03.

GOVERNMENTAL AUTHORITY (OR GOVERNMENTAL) - a federal, state,
local or foreign governmental authority; a state, province,
commonwealth, territory or district thereof; a county or parish; a
city, town, township, village or other municipality; a district, ward
or other subdivision of any of the foregoing; any executive,
legislative or other governing body of any of the foregoing; any
agency, authority, board, department, system, service, office,
commission, committee, council or other administrative body of any of
the foregoing; any court or other judicial body; and any officer,
official or other representative of any of the foregoing.

INCLUDING - including, without limitation.

INDEPENDENT MEMBER - means a natural person who is not an
officer, director, agent, employee or representative of the Company,
NRG, South Central, or any Affiliate of any of the foregoing.

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LAW - any applicable constitutional provision, statute, act,
code (including the Code), law, regulation, rule, ordinance, order,
decree, ruling, proclamation, resolution, judgment, decision,
declaration, or interpretative or advisory opinion or letter of a
Governmental Authority having valid jurisdiction.

LENDING MEMBER - Section 4.03(a)(ii).

LOAN DOCUMENTS - any and all documents relating to money
borrowed by the Company or South Central including money borrowed
through public or private sales of its debt securities, as the same may
be amended or restated from time to time.

MANAGEMENT COMMITTEE - Section 6.02.

MEMBER - any Person executing this Agreement as of the date of
this Agreement as a member or hereafter admitted to the Company as a
member as provided in this Agreement, but such term does not include
any Person who has ceased to be a member in the Company.

MEMBERSHIP INTEREST - with respect to any Member, (a) that
Member's status as a Member; (b) that Member's share of the income,
gain, loss, deduction and credits of, and the right to receive
distributions from, the Company; (c) all other rights, benefits and
privileges enjoyed by that Member (under the Act, this Agreement, or
otherwise) in its capacity as a Member, including that Member's rights
to vote, consent and approve and otherwise to participate in the
management of the Company, including through the Management Committee;
and (d) all obligations, duties and liabilities imposed on that Member
(under the Act, this Agreement or otherwise) in its capacity as a
Member, including any obligations to make Capital Contributions.

NON-CONTRIBUTING MEMBER - Section 4.03(a).

NRG - NRG Energy, Inc., a Delaware corporation.

OFFICER - any Person designated as an officer of the Company
as provided in Section 6.02(j), but such term does not include any
Person who has ceased to be an officer of the Company.

OUTSIDE ACTIVITIES - Section 6.04.

PARENT - if applicable to a Member, the company or companies
set forth opposite the name of such Member on Exhibit A.

PERMITS - all permits, licenses, approvals or other actions of
Governmental Authorities that are required for the ownership and
operation of the businesses of South Central, as contemplated by this
Agreement.

PERSON - the meaning assigned that term in Section 18-101(11)
of the Act and also includes a Governmental Authority and any other
entity.

PURCHASE PRICE - Section 9.03.

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REPRESENTATIVE - Section 6.02(a)(i).

SECURITIES ACT - the Securities Act of 1933.

SHARING RATIO - subject in each case to adjustments in
accordance with this Agreement or in connection with Dispositions of
Membership Interests, (a) in the case of a Member executing this
Agreement as of the date of this Agreement or a Person acquiring such
Member's Membership Interest, the percentage specified for that Member
as its Sharing Ratio on Exhibit A, and (b) in the case of Membership
Interest issued pursuant to Section 3.04, the Sharing Ratio established
pursuant thereto; provided, however, that the total of all Sharing
Ratios shall always equal 100%.

SOLE DISCRETION - a Member's sole and absolute discretion,
with or without cause, and subject to whatever limitations or
qualifications the Member may impose.

TAX MATTERS MEMBER - Section 7.03(a).

TERM - Section 2.06.

TERMINATED MEMBER - Section 9.05.

TREASURY REGULATIONS - the regulations (including temporary
regulations) promulgated by the United States Department of the
Treasury pursuant to and in respect of provisions of the Code. All
references herein to sections of the Treasury Regulations shall include
any corresponding provision or provisions of succeeding, similar or
substitute, temporary or final Treasury Regulations.

UNIFORM COMMERCIAL CODE - means the Uniform Commercial Code as
in effect from time to time in the State of New York.

Other terms defined herein have the meanings so given them.

1.02     CONSTRUCTION. Unless the context requires otherwise: (a) the
gender (or lack of gender) of all words used in this Agreement includes the
masculine, feminine, and neuter; (b) references to Articles and Sections refer
to Articles and Sections of this Agreement; (c) references to Exhibits refer to
the Exhibits attached to this Agreement, each of which is made a part hereof for
all purposes; (d) references to Laws refer to such Laws as they may be amended
from time to time, and references to particular provisions of a Law include any
corresponding provisions of any succeeding Law; and (e) references to money
refer to legal currency of the United States of America.

ARTICLE 2
ORGANIZATION

2.01     FORMATION. The Company has been organized as a Delaware
limited liability company by the filing of a Certificate of Formation, dated as
of the Effective Date (the "Delaware Certificate"), with the Secretary of State
of Delaware pursuant to the Act.

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2.02     NAME. The name of the Company is "NRG Central U.S. LLC" and
all Company business must be conducted in that name or such other names that
comply with Law as the Management Committee may select.

2.03     REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE IN THE
UNITED STATES; OTHER OFFICES. The registered office of the Company required by
the Act to be maintained in the State of Delaware shall be the office of the
initial registered agent named in the Delaware Certificate or such other office
(which need not be a place of business of the Company) as the Management
Committee may designate in the manner provided by Law. The registered agent of
the Company in the State of Delaware shall be the initial registered agent named
in the Delaware Certificate or such other Person or Persons as the Management
Committee may designate in the manner provided by Law. The principal office of
the Company in the United States shall be at such place as the Management
Committee may designate, which need not be in the State of Delaware, and the
Company shall maintain records there or such other place as the Management
Committee shall designate and shall keep the street address of such principal
office at the registered office of the Company in the State of Delaware. The
Company may have such other offices as the Management Committee may designate.

2.04     PURPOSES. The purposes of the Company are (i) to acquire a 50%
member interest in South Central; (ii) and to engage in any activities directly
or indirectly relating thereto, or to the business of any majority owned
subsidiaries of South Central including obtaining financing for and contributing
required capital to South Central for the foregoing purposes.

2.05     FOREIGN QUALIFICATION. Prior to the Company's conducting
business in any jurisdiction other than Delaware, the Management Committee shall
cause the Company to comply, to the extent procedures are available and those
matters are reasonably within the control of the Management Committee, with all
requirements necessary to qualify the Company as a foreign limited liability
company in that jurisdiction. At the request of the Management Committee, each
Member shall execute, acknowledge, swear to, and deliver all certificates and
other instruments conforming with this Agreement that are necessary or
appropriate to qualify, continue, and terminate the Company as a foreign limited
liability company in all such jurisdictions in which the Company may conduct
business.

2.06     TERM. The period of existence of the Company (the "Term")
commenced on the Effective Date and shall end at such time as a certificate of
cancellation is filed with the Secretary of State of Delaware in accordance with
Section 11.04. Such period may be extended from time to time by Members holding
a majority of the Membership Interests.

2.07     NO STATE-LAW PARTNERSHIP. The Members intend that the Company
not be a partnership (including a limited partnership) or joint venture, and
that no Member be a partner or joint venturer of any other Member, for any
purposes other than federal and state tax purposes, and this Agreement may not
be construed to suggest otherwise.

2.08     CERTIFICATES OF MEMBERSHIP INTEREST; APPLICABILITY OF ARTICLE
8 OF UCC. All Membership Interests shall be represented by certificates in such
form as the Management Committee shall from time to time approve, shall be
recorded in a register thereof maintained by the Company, and shall be subject
to such rules for the issuance thereof as the Management Committee may from time
to time determine. Membership Interests shall be subject to the provisions of
Article 8 of the Uniform Commercial Code as may be applicable from time to time.

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ARTICLE 3
MEMBERSHIP; DISPOSITIONS OF INTERESTS

3.01     INITIAL MEMBERS. The initial Member of the Company is NRG,
which is admitted to the Company as a Member effective contemporaneously with
the execution by it of this Agreement.

3.02     REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Member hereby
represents, warrants and covenants to the Company and each other Member that the
following statements are true and correct as of the Effective Date and shall be
true and correct at all times that such Member is a Member:

(a)      that Member is duly incorporated, organized or formed
(as applicable), validly existing, and (if applicable) in good standing
under the Law of the jurisdiction of its incorporation, organization or
formation; if required by applicable Law, that Member is duly qualified
and in good standing in the jurisdiction of its principal place of
business, if different from its jurisdiction of incorporation,
organization or formation; and that Member has full power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder, and all necessary actions by the board of directors,
shareholders, members, partners, trustees, beneficiaries, or other
applicable Persons necessary for the due authorization, execution,
delivery, and performance of this Agreement by that Member have been
duly taken;

(b)      that Member has duly executed and delivered this
Agreement and the other documents contemplated herein, and they
constitute the legal, valid and binding obligation of that Member
enforceable against it in accordance with their terms (except as may be
limited by bankruptcy, insolvency or similar Laws of general
application and by the effect of general principles of equity,
regardless of whether considered at law or in equity); and

(c)      that Member's authorization, execution, delivery, and
performance of this Agreement does not and will not (i) conflict with,
or result in a breach, default or violation of, (A) the organizational
documents of such Member, (B) any contract or agreement to which that
Member is a party or is otherwise subject, or (C) any Law, order,
judgment, decree, writ, injunction or arbitral award to which that
Member is subject; or (ii) require any consent, approval or
authorization from, filing or registration with, or notice to, any
Governmental Authority or other Person, unless such requirement has
already been satisfied.

3.03     DISPOSITIONS AND ENCUMBRANCES OF MEMBERSHIP INTERESTS.

(a)      GENERAL RESTRICTION. A Member may not Dispose of or
Encumber all or any portion of its Membership Interest except in strict
accordance with this Section 3.03. (References in this Section 3.03 to
Dispositions or Encumbrances of a "Membership Interest" shall also
refer to Dispositions or Encumbrances of a portion of a Membership
Interest.) Any attempted Disposition or Encumbrance of a Membership
Interest, other than in strict accordance with this Section 3.03, shall
be, and is hereby declared, null and void ab initio. The Members agree
that a breach of the provisions of this Section 3.03 may cause
irreparable injury to the Company and to the other Members for which
monetary damages (or other remedy at law) are inadequate in view of (i)
the complexities and uncertainties in measuring the actual damages that
would be sustained by reason of the failure of a Member

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to comply with such provision and (ii) the uniqueness of the Company business
and the relationship among the Members. Accordingly, the Members agree that the
provisions of this Section 3.03 may be enforced by specific performance.

(b)      DISPOSITIONS OF MEMBERSHIP INTERESTS.

(i)      GENERAL RESTRICTION. A Member may not Dispose of all
or any portion of its Membership Interest except by complying with all
of the following requirements:

(A)      such Member must receive the unanimous
consent of the non- Disposing Members, which consent shall not
be unreasonably withheld by each of such other Members;
provided, however, that such consent need not be obtained if
(I) the proposed Assignee is a Wholly-Owned Affiliate of the
Disposing Member and (II) such proposed Assignee demonstrates
to the reasonable satisfaction of the other Members that it
has the ability to meet the financial and contractual
commitments and other obligations of the Disposing Member; and

(B)      such Member must comply with the
requirements of Section 3.03(b)(iii) and, if the Assignee is
to be admitted as a Member, Section 3.30(b)(ii).

(ii)     ADMISSION OF ASSIGNEE AS A MEMBER. An Assignee has
the right to be admitted to the Company as a Member, with the
Membership Interest (and attendant Sharing Ratio) so transferred to
such Assignee, only if (A) the Disposing Member making the Disposition
has granted the Assignee either (I) the Disposing Member's entire
Membership Interest or (II) the express right to be so admitted; and
(B) such Disposition is effected in strict compliance with this Section
3.03.

(iii)    REQUIREMENTS APPLICABLE TO ALL DISPOSITIONS AND
ADMISSIONS. In addition to the requirements set forth in Sections
3.03(b)(i) and 3.03(b)(ii), any Disposition of a Membership Interest
and any admission of an Assignee as a Member shall also be subject to
the following requirements, and such Disposition (and admission, if
applicable) shall not be effective unless such requirements are
complied with; provided, however, that the Management Committee, in its
sole and absolute discretion, may waive any of the following
requirements:

(A)      DISPOSITION DOCUMENTS. The
following documents must be delivered to the Management
Committee and must be satisfactory, in form and substance, to
the Management Committee:

(I)      DISPOSITION INSTRUMENT. A
copy of the instrument pursuant to which the
Disposition is effected.

(II)     RATIFICATION OF THIS
AGREEMENT. An instrument, executed by the Disposing
Member and its Assignee, containing the following
information and agreements, to the extent they are
not contained in the instrument described in Section

9

3.03(b)(iii)(A)(I): (1) the notice address of the
Assignee; (2) if applicable, the Parent of the
Assignee; (3) the Sharing Ratios after the
Disposition of the Disposing Member and its Assignee
(which together must total the Sharing Ratio of the
Disposing Member before the Disposition); (4) the
Assignee's ratification of this Agreement and
agreement to be bound by it, and its confirmation
that the representations and warranties in Section
3.02 are true and correct with respect to it; (5) the
Assignee's ratification of all of the Company's
Agreements and agreement by be bound by them, to the
same extent that the Disposing Member was bound by
them prior to the Disposition; and (6)
representations and warranties by the Disposing
Member and its Assignee (aa) that the Disposition and
admission is being made in accordance with all
applicable Laws, and (bb) that the matters set forth
in Sections 3.03(b)(iii)(A)(III) and (IV) are true
and correct.

(III)    SECURITIES LAW OPINION.
Unless the Membership Interest subject to the
Disposition is registered under the Securities Act
and any applicable state securities Law, or the
proposed Assignee is a Wholly-Owned Affiliate as
described in 3.03(b)(i)(A) above, a favorable opinion
of the Company's legal counsel, or of other legal
counsel acceptable to the Management Committee, to
the effect that the Disposition and admission is
being made pursuant to a valid exemption from
registration under those Laws and in accordance with
those Laws.

(IV)     TAX OPINION. A favorable
opinion of the Certified Public Accountants, or of
other certified public accountants acceptable to the
Management Committee, to the effect that the
Disposition would not result in the Company's being
considered to have terminated within the meaning of
Code Section 708.

(B)      PAYMENT OF EXPENSES. The Disposing
Member and its Assignee shall pay, or reimburse the Company
for, all reasonable costs and expenses incurred by the Company
in connection with the Disposition and admission, including
the legal fees incurred in connection with the legal opinions
referred to in Sections 3.03(b)(iii)(A)(III) and (IV), on or
before the tenth Day after the receipt by that Person of the
Company's invoice for the amount due.

(C)      NO RELEASE. No Disposition of a
Membership Interest shall effect a release of the Disposing
Member from any liabilities to the Company or the other
Members arising from events occurring prior to the
Disposition.

(iv)     CHANGE OF MEMBER CONTROL. A Change of Member
Control must also comply with the requirements of this Section 3.03.

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(c)      ENCUMBRANCES OF MEMBERSHIP INTEREST. A Member may
Encumber its Membership Interest if (i) the instrument creating such
Encumbrance provides that any foreclosure of such Encumbrance (or
Disposition in lieu of such foreclosure) must comply with the
requirements of Section 3.03(b), and (ii) any such Encumbrance is not
prohibited by the Loan Documents.

(d)      RIGHT OF FIRST REFUSAL. Except as otherwise expressly
permitted by this Agreement, this Section 3.03(d) shall apply to any
proposed voluntary Disposition of a Membership Interest to any
purchaser (other than a majority owned Affiliate of the disposing
party) for consideration in the form of cash or promissory notes or
other obligations to pay sums certain. The Member proposing to make
such a Distribution shall provide written notice (a "Disposition
Notice") to the remaining Members at least 90 days prior to the
proposed Disposition. The Disposition Notice must set forth the
identity of the proposed transferee, the sale price, and all other
material terms and conditions of the proposed Disposition. In the Case
of a Change of member Control, the Disposition notice must set forth
the portion, if less than 100%, of the total purchase price that is
applicable to such Member's Membership Interest. Upon receipt of a
Disposition Notice, the remaining Members shall have the option for a
period of 30 days to purchase all, but not less than all, of such
Membership Interest. Such Membership Interest shall be allocated to the
Members exercising their option under this Section 3.03(d) pro rata in
accordance with their Membership Interests. The purchase pursuant to
the exercise of this option shall be at the price and pursuant to the
terms and conditions of the proposed Disposition. If no Member
exercises such option, the Member proposing such Disposition shall be
free, for a period of 60 days after the expiration of the remaining
Members' options, to Dispose of the Membership Interests that were the
subject of the Disposition Notice, but only to the party, and for the
price and on the terms and conditions, set forth in the Disposition
Notice. If the proposed disposition does not occur within 60 days after
the expiration of the remaining Members' options, the Membership
Interest may not be Disposed of pursuant to this Section 30.3(d) unless
the Member again complies with the terms of this Agreement.

(e)      RIGHTS IN MEMBERSHIP INTERESTS PLEDGED AS COLLATERAL.
Any other provision of this Agreement to the contrary notwithstanding,
by executing and delivering this Agreement, each Member shall be deemed
to have consented to (i) the pledge, assignment, hypothecation and
transfer to any creditor of the Company or South Central or its agents,
successors or assigns of, and the grant to such creditor or other
Person of a lien on and security interest in, as security for the
indebtedness of the Company or South Central to such creditor, all of
such Member's right, title and interest in, to and under its Membership
Interest and any other collateral securing such indebtedness, (ii) the
exercise by any such creditor or other Person of the rights and
remedies under any security document related to such collateral,
including, without limitation, the right to exercise the voting and
consensual rights and other powers of each Member to the extent
provided in any such security document, and the right to foreclose upon
or exercise a power of sale with respect to the Membership Interest of
each Member and any other collateral subject to such security documents
and to cause the agent or designee of such creditor or any third party
purchaser of such Membership Interest to become an additional or
substitute Member, and (iii) all other provisions of the loan and
security documents relating to such indebtedness or collateral, the
issuance of new or substituted Membership Interests, or the ownership
of Membership Interests.

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3.04     CREATION OF ADDITIONAL MEMBERSHIP INTEREST. Additional
Membership Interests may be created and issued to existing Members or to other
Persons, and such other Persons may be admitted to the Company as Members, with
the unanimous consent of the existing Members, on such terms and conditions as
the existing Members may unanimously determine at the time of admission. The
terms of admission or issuance must specify the Sharing Ratios applicable
thereto and may provide for the creation of different classes or groups of
Members having different rights, powers, and duties. The Management Committee
may reflect the creation of any new class or group in an amendment to this
Agreement indicating the different rights, powers, and duties. Any such
admission is effective only after the new Member has executed and delivered to
the Members an instrument containing the notice address of the new Member, the
Assignee's ratification of this Agreement and agreement to be bound by it, and
its confirmation that the representations and warranties in Section 3.02 are
true and correct with respect to it. The provisions of this Section 3.04 shall
not apply to Dispositions of Membership Interests or admissions of Assignees in
connection therewith, such matters being governed by Section 3.03.

3.05     ACCESS TO INFORMATION. Each Member shall be entitled to
receive any information that it may request concerning the Company; provided,
however, that this Section 3.05 shall not obligate the Company or the Management
Committee to create any information that does not already exist at the time of
such request (other than to convert existing information from one medium to
another, such as providing a printout of information that is stored in a
computer database). Each Member shall also have the right, upon reasonable
notice, and at all reasonable times during usual business hours to inspect the
properties of the Company and to audit, examine and make copies of the books of
account and other records of the Company. Such right may be exercised through
any agent or employee of such Member designated in writing by it or by an
independent public accountant, engineer, attorney or other consultant so
designated. The Member making the request shall bear all costs and expenses
incurred in any inspection, examination or audit made on such Member's behalf.
Confidential Information obtained pursuant to this Section 3.05 shall be subject
to the provisions of Section 3.06.

3.06     CONFIDENTIAL INFORMATION.

(a)      Except as permitted by Section 3.06(b),

(i)      each Member shall keep confidential all
Confidential Information and shall not disclose any
Confidential Information to any Person, including any of its
Affiliates, and

(ii)     each Member shall use the Confidential
Information only in connection with the Company.

(b)      Notwithstanding Section 3.06(a), but subject to the
other provisions of this Section 3.06, a Member may make the following
disclosures and uses of Confidential Information:

(i)      disclosures to another Member in connection
with the Company;

(ii)     disclosures and uses that are approved by
the Management Committee;

12

(iii)    disclosures to an Affiliate of such Member
on a "need to know" basis in connection with the Company, if
such Affiliate has agreed to abide by the terms of this
Section 3.06;

(iv)     disclosures to a Person that is not a Member
or an Affiliate of a Member, if such Person has been retained
to provide services by the Member in connection with the
Company or such Member's Membership Interest and has agreed to
abide by the terms of this Section 3.06;

(v)      disclosures to lenders, potential lenders or
other Persons providing financing to the Company and potential
purchasers of equity interests in the Company, so long as such
Persons have agreed to abide by the terms of this Section
3.06;

(vi)     disclosures to any independent system
operator or its consultants and representatives in connection
with the conduct of the businesses of South Central;

(vii)    disclosures to Governmental Authorities that
are necessary to operate the businesses of South Central;

(viii)   disclosures that a Member is legally
compelled to make by deposition, interrogatory, request for
documents, subpoena, civil investigative demand, order of a
court of competent jurisdiction, or similar process, or
otherwise by Law or securities exchange requirements;
provided, however, that, prior to any such disclosure, such
Member shall, to the extent legally permissible:

(A)      provide the Management Committee
with prompt notice of such requirements so that one
or more of the Members may seek a protective order or
other appropriate remedy or waive compliance with the
terms of this Section 3.06(b)(vii);

(B)      consult with the Management
Committee on the advisability of taking steps to
resist or narrow such disclosure; and

(C)      cooperate with the Management
Committee and with the other Members in any attempt
one or more of them may make to obtain a protective
order or other appropriate remedy or assurance that
confidential treatment will be afforded the
Confidential Information; and in the event such
protective order or other remedy is not obtained, or
the other Members waive compliance with the
provisions hereof, such Member agrees (I) to furnish
only that portion of the Confidential Information
that the other Members are advised by counsel to the
disclosing Member is legally required and (II) to
exercise all reasonable efforts to obtain assurance
that confidential treatment will be accorded such
Confidential Information.

(c)      Each Member shall take such precautionary measures as
may be required to ensure (and such Member shall be responsible for)
compliance with this Section 3.06 by any of its Affiliates, and its and
their directors, officers, employees and agents, and other Persons to
which it may disclose Confidential Information in accordance with this
Section 3.06.

13

(d)      A Terminated Member shall promptly destroy (and
provide a certificate of destruction to the Company with respect to) or
return to the Company, as directed by the Management Committee, all
Confidential Information in its possession. Notwithstanding the
immediately-preceding sentence, a Terminated Member may, subject to the
other provisions of this Section 3.06, retain and use Confidential
Information for the limited purpose of preparing such Terminated
Member's tax returns and defending audits, investigations and
proceedings relating thereto.

(e)      The Members agree that no adequate remedy at law
exists for a breach or threatened breach of any of the provisions of
this Section 3.06, the continuation of which unremedied will cause the
Company and the other Members to suffer irreparable harm. Accordingly,
the Members agree that the Company and the other Members shall be
entitled, in addition to other remedies that may be available to them,
to immediate injunctive relief from any breach of any of the provisions
of this Section 3.06 and to specific performance of their rights
hereunder, as well as to any other remedies available at law or in
equity.

(f)      The obligations of the Members under this Section
3.06 shall terminate on the third anniversary of the end of the Term.

3.07     LIABILITY TO THIRD PARTIES. No Member shall be liable for the
debts, obligations or liabilities of the Company.

3.8      WITHDRAWAL. A Member may not withdraw or resign from the
Company.

ARTICLE 4
CAPITAL CONTRIBUTIONS

4.01     INITIAL CAPITAL CONTRIBUTIONS. Contemporaneously with the
execution by such Member of this Agreement, each Member shall make the Capital
Contributions described for that Member in Exhibit A.

4.02     SUBSEQUENT CAPITAL CONTRIBUTIONS. Without creating any rights
in favor of any third party, each Member shall contribute to the Company, in
cash, on or before the date specified as hereinafter described, that Member's
Sharing Ratio of all monies that in the unanimous judgment of the Management
Committee are necessary to enable the Company to acquire additional businesses
for South Central and to cause the existing businesses of South Central to be
properly operated and maintained and to pay and perform their respective costs,
expenses, obligations, and liabilities. The Management Committee shall notify
each other Member of the need for Capital Contributions pursuant to this Section
4.02 when appropriate, which notice must include a statement in reasonable
detail of the proposed uses of the Capital Contributions and a date (which date
may be no earlier than the fifth Business Day following each Member's receipt of
its notice) before which the Capital Contributions must be made. Notices for
Capital Contributions must be made to all Members in accordance with their
Sharing Ratios.

4.03     FAILURE TO CONTRIBUTE. (a) If a Member does not contribute,
within 10 Days of the date required, all or any portion of a Capital
Contribution that Member is required to make as provided in this Agreement, the
other Members may cause the Company to exercise, on notice to that Member (the
"Non-Contributing Member"), one or more of the following remedies:

14

(i)      taking such action (including court proceedings) as
the other Members may deem appropriate to obtain payment by the
Non-Contributing Member of the portion of the Non-Contributing Member's
Capital Contribution that is in default, together with interest thereon
at the Default Rate from the date that the Capital Contribution was due
until the date that it is made, all at the cost and expense of the
Non-Contributing Member;

(ii)     permitting the other Members in proportion to their
Sharing Ratios or in such other percentages as they may agree (the
"Lending Member," whether one or more), to advance the portion of the
Non-Contributing Member's Capital Contribution that is in default, with
the following results:

(A)      the sum advanced constitutes a loan from the
Lending Member to the Non-Contributing Member and a Capital
Contribution of that sum to the Company by the
Non-Contributing Member pursuant to the applicable provisions
of this Agreement,

(B)      the principal balance of the loan and all
accrued unpaid interest thereon is due and payable in whole on
the tenth Day after written demand therefor by the Lending
Member to the Non-Contributing Member,

(C)      the amount lent bears interest at the
Default Rate from the Day that the advance is deemed made
until the date that the loan, together with all interest
accrued on it, is repaid to the Lending Member,

(D)      all distributions from the Company that
otherwise would be made to the Non-Contributing Member
(whether before or after dissolution of the Company) instead
shall be paid to the Lending Member until the loan and all
interest accrued on it have been paid in full to the Lending
Member (with payments being applied first to accrued and
unpaid interest and then to principal),

(E)      the payment of the loan and interest accrued
on it is secured by a security interest in the
Non-Contributing Member's Membership Interest, as more fully
set forth in Section 4.03(b), and

(F)      the Lending Member has the right, in
addition to the other rights and remedies granted to it
pursuant to this Agreement or available to it at Law or in
equity, to take any action (including court proceedings) that
the Lending Member may deem appropriate to obtain payment by
the Non- Contributing Member of the loan and all accrued and
unpaid interest on it, at the cost and expense of the
Non-Contributing Member;

(iii)    exercising the rights of a secured party under the
Uniform Commercial Code, as more fully set forth in Section 4.03(b); or

(iv)     exercising any other rights and remedies available at
Law or in equity.

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In addition, the failure to make such contributions shall constitute a Default
by the Non-Contributing Member, and the other Members shall have the rights set
forth in Article 9 with respect to such Default.

(b)      Each Member grants to the Company, and to each
Lending Member with respect to any loans made by the Lending Member to
that Member as a Non-Contributing Member pursuant to Section
4.03(a)(ii), as security, equally and ratably, for the payment of all
Capital Contributions that Member has agreed to make and the payment of
all loans and interest accrued on them made by Lending Members to that
Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a
security interest in and a general lien on its Membership Rights and
the proceeds thereof, all under the Uniform Commercial Code. On any
default in the payment of a Capital Contribution or in the payment of
such a loan or interest accrued on it, the Company or the Lending
Member, as applicable, is entitled to all the rights and remedies of a
secured party under the Uniform Commercial Code with respect to the
security interest granted in this Section 4.03(b). Each Member shall
execute and deliver to the Company and the other Members all financing
statements and other instruments that the Lending Member may request to
effectuate and carry out the preceding provisions of this Section
4.03(b). At the option of a Lending Member, this Agreement or a carbon,
photographic, or other copy hereof may serve as a financing statement.

4.04     LOANS. If the Company does not have sufficient cash to pay its
obligations, any Member(s) that may agree to do so with the consent of the
Management Committee may advance all or part of the needed funds to or on behalf
of the Company. An advance described in this Section 4.04 constitutes a loan
from the Member to the Company, bears interest at a rate determined by the
Management Committee from the date of the advance until the date of payment, and
is not a Capital Contribution.

4.05     RETURN OF CONTRIBUTIONS. Except as expressly provided herein,
a Member is not entitled to the return of any part of its Capital Contributions
or to be paid interest in respect of either its Capital Account or its Capital
Contributions. An unrepaid Capital Contribution is not a liability of the
Company or of any Member. A Member is not required to contribute or to lend any
cash or property to the Company to enable the Company to return any Member's
Capital Contributions.

4.06     CAPITAL ACCOUNTS. A Capital Account shall be established and
maintained for each Member. Each Member's Capital Account shall be increased by
(a) the amount of money contributed by that Member to the Company, (b) the fair
market value of property contributed by that Member to the Company (net of
liabilities secured by such contributed property that the Company is considered
to assume or take subject to under Section 752 of the Code), and (c) allocations
to that Member of Company income and gain (or items thereof), including income
and gain exempt from tax and income and gain described in Treasury Regulation
Section 1.704-1(b)(2)(iv)(g), but excluding income and gain described in
Treasury Regulation Section 1.704-1(b)(4)(i), and shall be decreased by (d) the
amount of money distributed to that Member by the Company, (e) the fair market
value of property distributed to that Member by the Company (net of liabilities
secured by such distributed property that such Member is considered to assume or
take subject to under Section 752 of the Code), (f) allocations to that Member
of expenditures of the Company described (or treated as described) in Section
705(a)(2)(B) of the Code, and (g) allocations of Company loss and deduction (or
items thereof), including loss and deduction described in Treasury Regulation
Section 1.704-1(b)(2)(iv)(g), but excluding items described in (f) above and

16

loss or deduction described in Treasury Regulation Section 1.704-1(b)(4)(i) or
1.704-1(b)(4)(iii). The Members' Capital Accounts shall also be maintained and
adjusted as permitted by the provisions of Treasury Regulation Section
1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treasury
Regulation Sections 1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments
to reflect the allocations to the Members of depreciation, depletion,
amortization, and gain or loss as computed for book purposes rather than the
allocation of the corresponding items as computed for tax purposes, as required
by Treasury Regulation Section 1.704-1(b)(2)(iv)(g). Thus, the Members' Capital
Accounts shall be increased or decreased to reflect a revaluation of the
Company's property on its books based on the fair market value of the Company's
property on the date of adjustment immediately prior to (A) the contribution of
money or other property to the Company by a new or existing Member as
consideration for a Membership Interest or an increased Sharing Ratio, (B) the
distribution of money or other property by the Company to a Member as
consideration for a Membership Interest, or (C) the liquidation of the Company.
A Member that has more than one Membership Interest shall have a single Capital
Account that reflects all such Membership Interests, regardless of the class of
Membership Interests owned by such Member and regardless of the time or manner
in which such Membership Interests were acquired. Upon the Disposition of all or
a portion of a Membership Interest, the Capital Account of the Disposing Member
that is attributable to such Membership Interest shall carry over to the
Assignee in accordance with the provisions of Treasury Regulation Section
1.704-1(b)(2)(iv)(l).

ARTICLE 5
DISTRIBUTIONS AND ALLOCATIONS

5.01     DISTRIBUTIONS OR BILLINGS. Distributions to the Members shall
be made only to all simultaneously in proportion to their respective Sharing
Ratios (at the time the amounts of such distributions are determined), and
distributions shall be made only in such aggregate amounts and at such times as
shall be determined by the Management Committee and as are permitted by the Loan
Documents. When so permitted, the Management Committee shall endeavor to
distribute to the Members, on or before the last day of each calendar month, or
more often if approved by the Management Committee, the estimated amount of any
cash available for such calendar month (net of any adjustments, if any, made to
reflect the actual cash available for the preceding calendar month).

5.02     DISTRIBUTIONS ON DISSOLUTION AND WINDING UP. Upon the
dissolution and winding up of the Company, after adjusting the Capital Accounts
for all distributions made under Section 5.01 and all allocations under Article
5, all available proceeds distributable to the Members as determined under
Section 11.02 shall be distributed to all of the Members to the extent of the
Members' positive Capital Account balances.

5.03     ALLOCATIONS.

(a)      For purposes of maintaining the Capital Accounts
pursuant to Section 4.06 and for income tax purposes, except as
provided in Section 5.03(b), each item of income, gain, loss, deduction
and credit of the Company shall be allocated to the Members in
accordance with their Sharing Ratios.

(b)      For income tax purposes, income, gain, loss, and
deduction with respect to property contributed to the Company by a
Member or revalued pursuant to Treasury Regulation Section
1.704-1(b)(2)(iv)(f) shall be allocated among the Members in a manner
that takes into account the variation between the adjusted tax basis of
such property and its

17

book value, as required by Section 704(c) of the Code and Treasury
Regulation Section 1.704-1(b)(4)(i), using the remedial allocation
method permitted by Treasury Regulation Section 1.704-3(d).

5.04     VARYING INTERESTS. All items of income, gain, loss, deduction
or credit shall be allocated, and all distributions shall be made, to the
Persons shown on the records of the Company to have been Members as of the last
calendar day of the period for which the allocation or distribution is to be
made. Notwithstanding the foregoing, if during any taxable year there is a
change in any Member's Sharing Ratio, the Members agree that their allocable
shares of such items for the taxable year shall be determined on any method
determined by the Management Committee to be permissible under Code Section 706
and the related Treasury Regulations to take account of the Members' varying
Sharing Ratios.

ARTICLE 6
MANAGEMENT

6.01     MANAGEMENT BY MEMBERS. Except as described below in Sections
6.03 and 6.05, the management of the Company is fully vested in the Members,
acting exclusively in their membership capacities. To facilitate the orderly and
efficient management of the Company, the Members shall act (a) collectively as a
"committee of the whole" pursuant to Section 6.02, or (b) through the delegation
from time to time of certain responsibility and authority to particular Members
pursuant to Section 6.03. No Member has the right, power or authority to act for
or on behalf of the Company, to do any act that would be binding on the Company,
or to incur any expenditures on behalf of the Company, except in accordance with
the immediately preceding sentence. Decisions or actions taken in accordance
with the provisions of this Agreement shall constitute decisions or actions by
the Company and shall be binding on each Member, Representative, Officer and
employee of the Company.

6.02     MANAGEMENT COMMITTEE. All Members shall act collectively
through meetings as a "committee of the whole" which is hereby named the
"Management Committee." The Management Committee shall conduct its affairs in
accordance with the following provisions and the other provisions of this
Agreement:

(a)      REPRESENTATIVES.

(i)      DESIGNATION. To facilitate the orderly and
efficient conduct of Management Committee meetings, each
Member shall notify the other Members, from time to time, of
the identity of two of its officers, employees or agents who
will represent it at such meetings (each a "Representative").
In addition, each Member may (but shall have not obligation
to) notify the other Members, from time to time, of the
identity of other officers, employees or agents who will
represent it at any meeting that the Member's Representatives
are unable to attend (each an "Alternate Representative").
(The term "Representative" shall also refer to any Alternate
Representative that is actually performing the duties of the
applicable Representative.). The initial Representatives of
each Member are set forth on Exhibit A. A Member may designate
different Representatives or Alternate Representatives for any
meeting of the Management Committee by notifying each of the
other Members at least three Business Days prior to the
scheduled date for such meeting; provided, however, that if
giving such advance notice is not feasible, then

18

such new Representatives or Alternate Representatives shall
present written evidence of their authority at the
commencement of such meeting.

(ii)     AUTHORITY. Each Representative shall have
the full authority to act on behalf of the Member that
designated such Representative; the action of a Representative
at a meeting (or through a written consent) of the Management
Committee shall bind the Member that designated such
Representative; and the other Members shall be entitled to
rely upon such action without further inquiry or investigation
as to the actual authority (or lack thereof) of such
Representative. In addition, the act of an Alternate
Representative shall be deemed the act of the Representative
for which such Alternate Representative is acting, without the
need to produce evidence of the absence or unavailability of
such Representative.

(iii)    DISCLAIMER OF DUTIES; INDEMNIFICATION. EACH
REPRESENTATIVE SHALL REPRESENT, AND OWE DUTIES TO, ONLY THE
MEMBER THAT DESIGNATED SUCH REPRESENTATIVE (THE NATURE AND
EXTENT OF SUCH DUTIES BEING AN INTERNAL CORPORATE AFFAIR OF
SUCH MEMBER), AND NOT TO THE COMPANY, ANY OTHER MEMBER OR
REPRESENTATIVE, OR ANY OFFICER OR EMPLOYEE OF THE COMPANY. THE
PROVISIONS OF SECTION 6.04 SHALL ALSO INURE TO THE BENEFIT OF
EACH MEMBER'S REPRESENTATIVES. THE COMPANY SHALL INDEMNIFY,
PROTECT, DEFEND, RELEASE AND HOLD HARMLESS EACH REPRESENTATIVE
FROM AND AGAINST ANY CLAIMS ASSERTED BY OR ON BEHALF OF ANY
PERSON (INCLUDING ANOTHER MEMBER), OTHER THAN THE MEMBER THAT
DESIGNATED SUCH REPRESENTATIVE, THAT ARISE OUT OF, RELATE TO
OR ARE OTHERWISE ATTRIBUTABLE TO, DIRECTLY OR INDIRECTLY, SUCH
REPRESENTATIVE'S SERVICE ON THE MANAGEMENT COMMITTEE, OTHER
THAN SUCH CLAIMS ARISING OUT OF THE FRAUD OR WILLFUL
MISCONDUCT OF SUCH REPRESENTATIVE.

(iv)     ATTENDANCE. Each Member shall use all
reasonable efforts to cause its Representatives or Alternate
Representatives to attend each meeting of the Management
Committee, unless its Representatives are unable to do so
because of a "force majeure" event or other event beyond his
reasonable control, in which event such Member shall use all
reasonable efforts to cause its Representatives or Alternate
Representatives to participate in the meeting by telephone
pursuant to Section 6.02(h).

(b)      CHAIRMAN AND SECRETARY. One of the Representatives
will be designated as Chairman of the Management Committee, in
accordance with this Section 6.02(b), to preside over meetings of the
Management Committee. The Management Committee shall also designate a
Secretary of the Management Committee, who need not be a
Representative.

(c)      PROCEDURES. The Secretary of the Management Committee
shall maintain written minutes of each of its meetings, which shall be
submitted for approval no later than the next regularly-scheduled
meeting. The Management Committee may adopt whatever rules and
procedures relating to its activities as it may deem appropriate,
provided that such

19

rules and procedures shall not be inconsistent with or violate the
provisions of this Agreement.

(d)      TIME AND PLACE OF MEETINGS. The Management Committee
shall meet quarterly, subject to more or less frequent meetings upon
approval of the Management Committee. Notice of, and an agenda for, all
Management Committee meetings shall be provided by the Chairman to all
Members at least ten Days prior to the date of each meeting, together
with proposed minutes of the previous Management Committee meeting (if
such minutes have not been previously ratified). Special meetings of
the Management Committee may be called at such times, and in such
manner, as any Member deems necessary. Any Member calling for any such
special meeting shall notify the Chairman, who in turn shall notify all
Members of the date and agenda for such meeting at least ten Days prior
to the date of such meeting. Such ten-day period may be shortened by
the Management Committee. All meetings of the Management Committee
shall be held at a location designated by the Chairman. Attendance of a
Member at a meeting of the Management Committee shall constitute a
waiver of notice of such meeting, except where such Member attends the
meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or
convened.

(e)      QUORUM. The presence of one Representative designated
by each Member shall constitute a quorum for the transaction of
business at any meeting of the Management Committee.

(f)      VOTING. Except as provided otherwise in this
Agreement, (i) voting at any meeting of the Management Committee shall
be according to the Members' respective Sharing Ratios, and (ii) the
affirmative vote of Members holding a majority of the Sharing Ratios
shall constitute the act of the Management Committee.

(g)      ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at a meeting of the Management Committee may be
taken without a meeting, without prior notice, and without a vote if a
consent or consents in writing, setting forth the action so taken, is
signed by Members that could have taken the action at a meeting of the
Management Committee at which all Members entitled to vote on the
action were represented and voted.

(h)      MEETINGS BY TELEPHONE. Members may participate in and
hold such meeting by means of conference telephone, video conference or
similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at such meeting, except
where a Member participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

(i)      SUBCOMMITTEES. The Management Committee may
create such subcommittees, delegate to such subcommittees such
authority and responsibility, and rescind any such
delegations, as it may deem appropriate.

(j)      OFFICERS. The Management Committee may
designate one or more Persons to be Officers of the Company.
Any Officers so designated shall have such titles and, subject
to the other provisions of this Agreement, have such authority
and

20

perform such duties as the Management Committee may
specifically delegate to them and shall serve at the pleasure
of the Management Committee.

6.03     DELEGATION TO PARTICULAR MEMBER. The Management Committee may
delegate to one or more Members such authority and duties as the Management
Committee may deem advisable. Decisions or actions taken by any such Member in
accordance with the provisions of this Agreement shall constitute decisions or
actions by the Company and shall be binding on each Member, Representative,
Officer and employee of the Company. Any delegation pursuant to this Section
6.03 may be revoked at any time by the Management Committee. With respect to
duties discharged hereunder by a Member (a) such Member may discharge such
duties through the personnel of a Affiliate of such Member, and (b) unless the
Members otherwise agree, the Company shall compensate such Member (or its
Affiliate, as applicable) for the performance of such duties in an amount equal
to the man-hours expended by the personnel of such Member (or its Affiliate)
multiplied by the applicable rate(s) shown on Exhibit B (which rates each shall
escalate on the first day of each calendar year during the term hereof by an
amount which is 5% of the rate applicable during the prior calendar year), and
shall reimburse such Member for all out of pocket costs incurred by such Member
in discharging such duties. In addition, prior to performing any such duties,
the performing Member shall provide to the other Member for approval an estimate
of man-hours and types of personnel required to perform the delegated duties and
a schedule for the performance of the delegated duties and for other costs
associated therewith, and shall promptly inform the other Member of any variance
from the budget or schedule.

6.04     AFFILIATE AGREEMENTS; CONFLICTS OF INTEREST. Subject to any
other agreement between the Members (and their respective Affiliates, as
applicable), a Member or an Affiliate of a Member may engage in and possess
interests in other business ventures of any and every type and description,
independently or with others, including ones in competition with the Company,
with no obligation to offer to the Company, any other Member or any Affiliate of
another Member the right to participate therein. The Company may transact
business with any Member or Affiliate thereof, provided the terms of those
transactions are approved by the Management Committee or expressly contemplated
by this Agreement. Without limiting the generality of the foregoing, the Members
recognize and agree that they and their respective Affiliates currently engage
in certain activities involving the generation, transmission, distribution,
marketing and trading of electricity and other energy products (including
futures, options, swaps, exchanges of future positions for physical deliveries
and commodity trading), and the gathering, processing, storage and
transportation of such products, as well as other commercial activities related
to such products, and that these and other activities by Members and their
Affiliates may be made possible or more profitable by reason of the Company's
activities (herein referred to as "Outside Activities"). The Members agree that
(i) no Member or Affiliate of a Member shall be restricted in its right to
conduct, individually or jointly with others, for its own account any Outside
Activities, and (ii) no Member or its Affiliates shall have any duty or
obligation, express or implied, to account to, or to share the results or
profits of such Outside Activities with, the Company, any other Member or any
Affiliate of any other Member, by reason of such Outside Activities.

6.05     UNANIMOUS CONSENT REQUIRED FOR CERTAIN ACTION. Any other
provision of this Agreement to the contrary notwithstanding, the unanimous
consent of the Members, and at least one Independent Member, shall be required
to:

21

(a)      File a bankruptcy or insolvency petition or otherwise
institute insolvency proceedings with respect to the Company, or take
any action that would result in such an event occurring with respect to
South Central.

(b)      Cause the dissolution, liquidation, consolidation,
merger or sale of substantially all of the assets of the Company or
South Central.

(c)      Cause or permit the Company to engage in any other
activity other than those set forth in Section 2.04.

(d)      Amend this Agreement in any manner that would have a
material adverse impact on any creditor of the Company.

6.06     CERTAIN ACTIONS PROHIBITED. So long as the Company has any
indebtedness outstanding, (a) the Company shall not be dissolved, liquidated,
consolidated or merged with any other entity, nor shall this Agreement be
amended in any manner that would have a material adverse impact on the holders
of such indebtedness, and (b) notwithstanding the failure of the Members to
continue the existence of the Company as provided in Section 2.06 during such
period, no action shall be taken by the Company or any of the Members that shall
cause any collateral for such indebtedness to be liquidated or that would
adversely affect the rights of the holders of such indebtedness or their agents
to exercise their rights under any security documents relating thereto or to
retain such collateral until such indebtedness is paid in full or otherwise
completely discharged.

6.07     DISCLAIMER OF DUTIES AND LIABILITIES.

(a)      NO MEMBER SHALL OWE ANY DUTY (INCLUDING ANY FIDUCIARY
DUTY) TO THE OTHER MEMBERS OR TO THE COMPANY, OTHER THAN THE DUTIES
THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b)      NO MEMBER SHALL BE LIABLE (WHETHER IN CONTRACT, TORT
OR OTHERWISE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES.

(c)      THE OBLIGATIONS OF THE MEMBERS UNDER THIS AGREEMENT
ARE OBLIGATIONS OF THE MEMBERS ONLY, AND NO RECOURSE SHALL BE AVAILABLE
AGAINST ANY OFFICER, DIRECTOR OR AFFILIATE OF ANY MEMBER, EXCEPT AS
PERMITTED UNDER APPLICABLE LAW.

6.08     INDEMNIFICATION. Each Member shall indemnify, protect, defend,
release and hold harmless each other Member, and such other Member's
Representatives, Affiliates, and their respective directors, officers, employees
and agents from and against any Claims asserted by or on behalf of any Person
(including another Member) that arise out of, relate to or are otherwise
attributable to, directly or indirectly, a breach by the indemnifying Member of
this Agreement, or the negligence, gross negligence or willful misconduct of the
indemnifying Member in connection with this Agreement; provided, however, that
this Section 6.08 shall not apply to any Claim or other matter for which a
Member (or its Representative) has no liability or duty, or is indemnified or
released, pursuant to Section 6.02(a)(iii), or 6.07.

ARTICLE 7

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TAXES

7.01     TAX RETURNS. The Tax Matters Member shall prepare and timely
file (on behalf of the Company) all federal, state and local tax returns
required to be filed by the Company. Each Member shall furnish to the Tax
Matters Member all pertinent information in its possession relating to the
Company's operations that is necessary to enable the Company's tax returns to be
timely prepared and filed. The Company shall bear the costs of the preparation
and filing of its returns.

7.02     TAX ELECTIONS. The Company shall make the following elections
on the appropriate tax returns:

(a)      to adopt as the Company's fiscal year the calendar
year;

(b)      to adopt the accrual method of accounting;

(c)      if a distribution of the Company's property as
described in Code Section 734 occurs or upon a transfer of Membership
Interest as described in Code Section 743 occurs, on request by notice
from any Member, to elect, pursuant to Code Section 754, to adjust the
basis of the Company's properties;

(d)      to elect to amortize the organizational expenses of
the Company ratably over a period of 60 months as permitted by Section
709(b) of the Code; and

(e)      any other election the Management Committee may deem
appropriate.

Neither the Company nor any Member shall make an election for the Company to be
excluded from the application of the provisions of subchapter K of chapter 1 of
subtitle A of the Code or any similar provisions of applicable state law and no
provision of this Agreement (including Section 2.07) shall be construed to
sanction or approve such an election.

7.03     TAX MATTERS MEMBER.

(a)      NRG shall be the "tax matters partner" of the Company
pursuant to Section 6231(a)(7) of the Code (the "Tax Matters Member").
At the request of each other Member, the Tax Matters Member shall take
such action as may be necessary to cause, to the extent possible, such
other Member to become a "notice partner" within the meaning of Section
6223 of the Code. The Tax Matters Member shall inform each other Member
of all significant matters that may come to its attention in its
capacity as Tax Matters Member by giving notice thereof on or before
the fifth Business Day after becoming aware thereof and, within that
time, shall forward to each other Member copies of all significant
written communications it may receive in that capacity.

(b)      The Tax Matters Member shall take no action without
the authorization of the Management Committee, other than such action
as may be required by Law. Any cost or expense incurred by the Tax
Matters Member in connection with its duties, including the preparation
for or pursuance of administrative or judicial proceedings, shall be
paid by the Company.

23

(c)      The Tax Matters Member shall not enter into any
extension of the period of limitations for making assessments on behalf
of the Members without first obtaining the consent of the Management
Committee. The Tax Matters Member shall not bind any Member to a
settlement agreement without obtaining the consent of such Member. Any
Member that enters into a settlement agreement with respect to any
Company item (as described in Code Section 6231(a)(3)) shall notify the
other Members of such settlement agreement and its terms within 90 Days
from the date of the settlement.

(d)      No Member shall file a request pursuant to Code
Section 6227 for an administrative adjustment of Company items for any
taxable year without first notifying the other Members. If the
Management Committee consents to the requested adjustment, the Tax
Matters Member shall file the request for the administrative adjustment
on behalf of the Members. If such consent is not obtained within 30
Days from such notice, or within the period required to timely file the
request for administrative adjustment, if shorter, any Member,
including the Tax Matters Member, may file a request for administrative
adjustment on its own behalf. Any Member intending to file a petition
under Code Sections 6226, 6228 or other Code Section with respect to
any item involving the Company shall notify the other Members of such
intention and the nature of the contemplated proceeding. In the case
where the Tax Matters Member is the Member intending to file such
petition on behalf of the Company, such notice shall be given within a
reasonable period of time to allow the other Members to participate in
the choosing of the forum in which such petition will be filed.

(e)      If any Member intends to file a notice of
inconsistent treatment under Code Section 6222(b), such Member shall
give reasonable notice under the circumstances to the other Members of
such intent and the manner in which the Member's intended treatment of
an item is (or may be) inconsistent with the treatment of that item by
the other Members.

ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

8.01     MAINTENANCE OF BOOKS.

(a)      The Management Committee shall keep or cause to be
kept at the principal office of the Company or at such other location
approved by the Management Committee complete and accurate books and
records of the Company, supporting documentation of the transactions
with respect to the conduct of the Company's business and minutes of
the proceedings of its Members and the Management Committee, and any
other books and records that are required to be maintained by
applicable Law.

(b)      The books of account of the Company shall be (i)
maintained on the basis of a fiscal year that is the calendar year,
(ii) maintained on an accrual basis in accordance with generally
accepted accounting principles, consistently applied, and (iii) audited
by the Certified Public Accountants at the end of each calendar year.

8.02     REPORTS.

(a)      With respect to each calendar year, the Management
Committee shall prepare and deliver to each Member:

24

(i)      Within 120 Days after the end of such
calendar year, a profit and loss statement and a statement of
cash flows for such year, a balance sheet and a statement of
each Member's Capital Account as of the end of such year,
together with a report thereon of the Certified Public
Accountants; and

(ii)     Such federal, state and local income tax
returns and such other accounting, tax information and
schedules as shall be necessary for the preparation by each
Member on or before July 15 following the end of each calendar
year of its income tax return with respect to such year.

(b)      Within 15 Business Days after the end of each
calendar month, the Management Committee shall cause to be prepared and
delivered to each Member, with an appropriate certificate of the Person
authorized to prepare the same (provided that the Management Committee
may change the financial statements required by this Section 8.02(b) to
a quarterly basis or may make such other change therein as it may deem
appropriate):

(i)      A profit and loss statement and a statement
of cash flows for such month (including sufficient information
to permit the Members to calculate their tax accruals), for
the portion of the calendar year then ended;

(ii)     A balance sheet and a statement of each
Member's Capital Account as of the end of such month and the
portion of the calendar year then ended; and

(iii)    A statement comparing the actual financial
status and results of the Company as of the end of or for such
month and the portion of the calendar year then ended with the
budgeted or forecasted status and results as of the end of or
for such respective periods.

(c)      The Management Committee shall also cause to be
prepared and delivered to each Member such other reports, forecasts,
studies, budgets and other information as the Management Committee may
request from time to time.

8.03     BANK ACCOUNTS. Funds of the Company shall be deposited in such
banks or other depositories as shall be designated from time to time by the
Management Committee. All withdrawals from any such depository shall be made
only as authorized by the Management Committee and shall be made only by check,
wire transfer, debit memorandum or other written instruction.

ARTICLE 9
BUYOUT OPTION

9.01     BUYOUT EVENTS. This Article 9 shall apply to any of the
following events (each a "Buyout Event"):

(a)      a Member shall dissolve or become Bankrupt; or

(b)      a Member shall commit a Default.

25

In each case, the Member with respect to whom a Buyout Event has occurred is
referred to herein as the "Affected Member."

9.02     PROCEDURE. If a Buyout Event occurs and is not cured within 30
Business Days of the Affected Member's receipt of notice thereof from another
Member (or such shorter period (not less than 10 Business Days) as may be
reasonable under the circumstances and set forth in such notice), then each of
the other Members shall have the option to acquire the Membership Interest of
the Affected Member (or to cause it to be acquired by a third party designated
by the other Members), in accordance with procedures that are substantively
equivalent to those set forth in Section 3.03(b)(iii) (and with the Members
exercising such preferential right also being referred to herein as "Purchasing
Members").

9.03     PURCHASE PRICE; TERMS AND METHOD OF PAYMENT. The purchase
price for a Membership Interest being purchased pursuant to this Article 9 (the
"Purchase Price") shall be determined in the following manner. The Affected
Member and the Purchasing Members shall attempt to agree upon the fair market
value of the applicable Membership Interest and the terms and method of payment
of such amount. If those Members do not reach such agreement on or before the
30th Day following the exercise of the option, any such Member, by notice to the
others, may require the determination of fair market value and the terms and
method of payment to be made by the Arbitrator pursuant to Article 10.

9.04     CLOSING. If an option to purchase is exercised in accordance
with the other provisions of this Article 9, the closing of such purchase shall
occur on the 30th Day after the determination of the Fair Market Value pursuant
to Section 9.03 (or, if later, the fifth Business Day after the receipt of all
applicable regulatory and governmental approvals to the purchase), and shall be
conducted in a manner substantively equivalent to that set forth in Section
3.03.

9.05     TERMINATED MEMBER. Upon the occurrence of a closing under
Section 9.04, the following provisions shall apply to the Affected Member (now a
"Terminated Member"):

(a)      The Terminated Member shall cease to be a Member
immediately upon the occurrence of the closing.

(b)      As the Terminated Member is no longer a Member, it
will no longer be entitled to receive any distributions (including
liquidating distributions) or allocations from the Company, and neither
it nor its Representative shall be entitled to exercise any voting or
consent rights or to receive any further information (or access to
information) from the Company.

(c)      The Terminated Member must pay to the Company all
amounts owed to it by such Member.

(d)      The Terminated Member shall remain obligated for all
liabilities it may have under this Agreement or otherwise with respect
to the Company that accrue prior to the closing.

(f)      The Sharing Ratio of the Terminated Member shall be
allocated among the purchasing Members in the proportion of the total
Purchase Price paid by each.

26

ARTICLE 10
DISPUTE RESOLUTION

10.01    DISPUTES. This Article 10 shall apply to any dispute arising
under or related to this Agreement (whether arising in contract, tort or
otherwise, and whether arising at law or in equity), including (a) any dispute
regarding the construction, interpretation, performance, validity or
enforceability of any provision of this Agreement or whether any Person is in
compliance with, or breach of, any provisions of this Agreement, and (b) the
applicability of this Article 10 to a particular dispute. Notwithstanding the
foregoing, this Article 10 shall not apply to any matters that, pursuant to the
provisions of this Agreement, are to be resolved by a vote of the Members
(including through the Management Committee); provided, however, that if a vote,
approval, consent, determination or other decision must, under the terms of this
Agreement, be made (or withheld) in accordance with a standard other than Sole
Discretion (such as a reasonableness standard), then the issue of whether such
standard has been satisfied may be a dispute to which this Article 10 applies.
Any dispute to which this Article 10 applies is referred to herein as a
"Dispute." With respect to a particular Dispute, each Member that is a party to
such Dispute is referred to herein as a "Disputing Member." The provisions of
this Article 10 shall be the exclusive method of resolving Disputes.

10.02    NEGOTIATION TO RESOLVE DISPUTES. If a Dispute arises, either
Disputing Member may initiate the dispute-resolution procedures of this Article
10 by delivering a notice (a "Dispute Notice") to the other Disputing Members.
Within 10 Days of delivery of a Dispute Notice, each Disputing Member shall
designate a representative, and such representatives shall promptly meet
(whether by phone or in person) in a good faith attempt to resolve the Dispute.
If such representatives can resolve the Dispute, such resolution shall be
reported in writing and shall be binding upon the Disputing Members. If such
representatives are unable to resolve the Dispute within 30 Days following the
delivery of the Dispute Notice (or such other period as such representatives may
agree), or if a Disputing Member fails to appoint a representative within 10
Days of delivery following the delivery of the Dispute Notice, then any
Disputing Member may take such Dispute to litigation.

ARTICLE 11
DISSOLUTION, WINDING-UP AND TERMINATION

11.01    DISSOLUTION. The Company shall dissolve and its affairs shall
be wound up on the first to occur of the following events (each a "Dissolution
Event"):

(a)      the unanimous consent of the Members; or

(b)      entry of a decree of judicial dissolution of the
Company under Section 18-802 of the Act.

11.02    WINDING-UP AND TERMINATION.

(a)      On the occurrence of a Dissolution Event, the
Management Committee shall select one Member to act as liquidator. The
liquidator shall proceed diligently to wind up the affairs of the
Company and make final distributions as provided herein and in the Act.
The costs of winding up shall be borne as a Company expense. Until
final distribution, the

27

liquidator shall continue to operate the Company properties with all of
the power and authority of the Members. The steps to be accomplished by
the liquidator are as follows:

(i)      as promptly as possible after dissolution
and again after final winding up, the liquidator shall cause a
proper accounting to be made by a recognized firm of certified
public accountants of the Company's assets, liabilities, and
operations through the last calendar day of the month in which
the dissolution occurs or the final winding up is completed,
as applicable;

(ii)     the liquidator shall discharge from Company
funds all of the Indebtedness and other debts, liabilities and
obligations of the Company (including all expenses incurred in
winding up and any loans described in Section 4.03) or
otherwise make adequate provision for payment and discharge
thereof (including the establishment of a cash escrow fund for
contingent liabilities in such amount and for such term as the
liquidator may reasonably determine); and

(iii)    all remaining assets of the Company shall be
distributed to the Members as follows:

(A)      the liquidator may sell any or all
Company property, including to Members, and any
resulting gain or loss from each sale shall be
computed and allocated to the Capital Accounts of the
Members in accordance with the provisions of Article
5;

(B)      with respect to all Company
property that has not been sold, the fair market
value of that property shall be determined and the
Capital Accounts of the Members shall be adjusted to
reflect the manner in which the unrealized income,
gain, loss, and deduction inherent in property that
has not been reflected in the Capital Accounts
previously would be allocated among the Members if
there were a taxable disposition of that property for
the fair market value of that property on the date of
distribution; and

(C)      Company property (including cash)
shall be distributed among the Members in accordance
with Section 5.02; and those distributions shall be
made by the end of the taxable year of the Company
during which the liquidation of the Company occurs
(or, if later, 90 Days after the date of the
liquidation).

(b)      The distribution of cash or property to a Member in
accordance with the provisions of this Section 11.02 constitutes a
complete return to the Member of its Capital Contributions and a
complete distribution to the Member of its Membership Interest and all
the Company's property and constitutes a compromise to which all
Members have consented pursuant to Section 18-502(b) of the Act. To the
extent that a Member returns funds to the Company, it has no claim
against any other Member for those funds.

11.03    DEFICIT CAPITAL ACCOUNTS. No Member will be required to pay to
the Company, to any other Member or to any third party any deficit balance that
may exist from time to time in the Member's Capital Account.

28

11.04    CERTIFICATE OF CANCELLATION. On completion of the distribution
of Company assets as provided herein, the Members (or such other Person or
Persons as the Act may require or permit) shall file a certificate of
cancellation with the Secretary of State of Delaware, cancel any other filings
made pursuant to Section 2.05, and take such other actions as may be necessary
to terminate the existence of the Company. Upon the filing of such certificate
of cancellation, the existence of the Company shall terminate (and the Term
shall end), except as may be otherwise provided by the Act or other applicable
Law.

ARTICLE 12
GENERAL PROVISIONS

12.01    OFFSET. Whenever the Company is to pay any sum to any Member,
any amounts that Member owes the Company may be deducted from that sum before
payment.

12.02    NOTICES. Except as expressly set forth to the contrary in this
Agreement, all notices, requests or consents provided for or permitted to be
given under this Agreement must be in writing and must be delivered to the
recipient in person, by courier or mail or by facsimile or other electronic
transmission. A notice, request or consent given under this Agreement is
effective on receipt by the Member to receive it; provided, however, that a
facsimile or other electronic transmission that is transmitted after the normal
business hours of the recipient shall be deemed effective on the next Business
Day. All notices, requests and consents to be sent to a Member must be sent to
or made at the addresses given for that Member on Exhibit A or in the instrument
described in Section 3.03(b)(iv)(A)(II) or 3.04, or such other address as that
Member may specify by notice to the other Members. Any notice, request or
consent to the Company must be given to all of the Members. Whenever any notice
is required to be given by Law, the Delaware Certificate or this Agreement, a
written waiver thereof, signed by the Person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

12.03    ENTIRE AGREEMENT; SUPERSEDING EFFECT. This Agreement
constitutes the entire agreement of the Members and their Affiliates relating to
the Company and the transactions contemplated hereby and supersedes all
provisions and concepts contained in all prior contracts or agreements between
the Members or any of their Affiliates with respect to the Company and the
transactions contemplated hereby, whether oral or written.

12.04    PRESS RELEASES. Each Member agrees that it shall not (and
shall cause its Affiliates not to), without the other Members' consent, issue a
press release or have any contact with or respond to the news media with any
sensitive or Confidential Information, except as required by securities or
similar laws applicable to a Member and its Affiliates. Any press release by a
Member or its Affiliates with respect to any sensitive or Confidential
Information shall be subject to review and approval by the other Party, which
approval shall not be unreasonably withheld.

12.05    EFFECT OF WAIVER OR CONSENT. Except as otherwise provided in
this Agreement, a waiver or consent, express or implied, to or of any breach or
default by any Member in the performance by that Member of its obligations with
respect to the Company is not a consent or waiver to or of any other breach or
default in the performance by that Member of the same or any other obligations
of that Member with respect to the Company. Except as otherwise provided in this
Agreement, failure on the part of a Member to complain of any act of any Member
or to declare any Member in default with respect to the Company, irrespective of
how long that failure continues, does

29

not constitute a waiver by that Member of its rights with respect to that
default until the applicable statute-of-limitations period has run.

12.06    AMENDMENT OR RESTATEMENT. This Agreement or the Delaware
Certificate may be amended or restated only by a written instrument executed
(or, in the case of the Delaware Certificate, approved) by all of the Members.

12.07    BINDING EFFECT. Subject to the restrictions on Dispositions
set forth in this Agreement, this Agreement is binding on and shall inure to the
benefit of the Members and their respective successors and permitted assigns.

12.08    GOVERNING LAW; SEVERABILITY. This Agreement is governed by and
shall be construed in accordance with the Law of the State of Delaware,
excluding any conflict-of-laws rule or principle that might refer the governance
or the construction of this Agreement to the Law of another jurisdiction. In the
event of a direct conflict between the provisions of this Agreement and any
mandatory, non-waivable provision of the Act, such provision of the Act shall
control.

NRG ENERGY, INC.

By: /s/ Craig A. Mataczynski
----------------------------
Name:  Craig A. Mataczynski
Title: Senior Vice President

30

EXHIBIT A

Members                                                  Membership Interest
-------                                                  -------------------

NRG Energy, Inc.                                                    100%

EXHIBIT 3.57

CERTIFICATE OF INCORPORATION
OF
NRG CONNECTICUT AFFILIATE SERVICES INC.

FIRST. The name of the corporation is NRG Connecticut Affiliate
Services Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Michael J.
Young, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Michael J. Young
------------------------------------
Michael J. Young
Incorporator

EXHIBIT 3.58
BYLAWS
OF
NRG CONNECTICUT AFFILIATE SERVICES INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG Connecticut Affiliate Services Inc.  Bylaws                           Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Connecticut Affiliate Services Inc.         Bylaws                    Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Connecticut Affiliate Services Inc.         Bylaws                    Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or
permitted to be taken at any annual or special meeting of the stockholders may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Connecticut Affiliate Services Inc.         Bylaws                    Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Connecticut Affiliate Services Inc.         Bylaws                    Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Connecticut Affiliate Services Inc.         Bylaws                    Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Connecticut Affiliate Services Inc.         Bylaws                    Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Connecticut Affiliate Services Inc.         Bylaws                    Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Connecticut Affiliate Services Inc.         Bylaws                   Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.59

CERTIFICATE OF INCORPORATION
OF
NRG DEVON OPERATIONS INC.

FIRST. The name of the corporation is NRG Devon Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Karin M.
Wentz, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Karin M. Wentz
------------------------------------
Karin M. Wentz
Incorporator

EXHIBIT 3.60

BYLAWS
OF
NRG DEVON OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG Devon Operations Inc.        Bylaws                                   Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Devon Operations Inc.          Bylaws                                 Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Devon Operations Inc.            Bylaws                               Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Devon Operations Inc.         Bylaws                                  Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Devon Operations Inc.         Bylaws                                  Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Devon Operations Inc.         Bylaws                                  Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Devon Operations Inc.         Bylaws                                  Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Devon Operations Inc.         Bylaws                                  Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Devon Operations Inc.         Bylaws                                 Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.61

CERTIFICATE OF INCORPORATION
OF
NRG DUNKIRK OPERATIONS INC.

FIRST. The name of the corporation is NRG Dunkirk Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Karin Wentz,
1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Karin Wentz
-----------------------
Karin Wentz
Incorporator

EXHIBIT 3.62

BYLAWS
OF
NRG DUNKIRK OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG Dunkirk Operations Inc.          Bylaws                               Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Dunkirk Operations Inc.          Bylaws                               Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Dunkirk Operations Inc.          Bylaws                               Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Dunkirk Operations Inc.          Bylaws                               Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Dunkirk Operations Inc.          Bylaws                               Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Dunkirk Operations Inc.          Bylaws                               Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Dunkirk Operations Inc.          Bylaws                               Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Dunkirk Operations Inc.          Bylaws                               Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Dunkirk Operations Inc.          Bylaws                              Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.63

CERTIFICATE OF FORMATION
OF
NRG EASTERN LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NRG Eastern
LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Karin Wentz, NRG Energy, Inc., 1221 Nicollet Mall,
Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG Eastern LLC this 29th day of April 1999.

/s/ Karin Wentz
------------------
Karin Wentz
Authorized Person

EXHIBIT 3.64

AMENDMENT TO THE
LIMITED LIABILITY COMPANY AGREEMENT OF
NRG EASTERN LLC
A DELAWARE LIMITED LIABILITY COMPANY

THIS AMENDMENT (the "Amendment") to the Limited Liability Company
Agreement of NRG Eastern LLC, a Delaware limited liability company (the
"Company"), dated as of November 15, 2002 (the "Effective Date"), is adopted,
executed and agreed to by the undersigned, NRG Energy, Inc., a Delaware
corporation and the sole member of the Company (the "Member"), and Michael G.
Morgan, the Independent Member of the Company (the "Independent Member").

WHEREAS, the Member has entered into a Limited Liability Company
Agreement dated as of April 29, 1999 in respect of the Company, which provides
that the unanimous consent of the Members and at least one Independent Member
shall be required to take certain actions; and

WHEREAS, the Member and the Independent Member deem it to be advisable
and in the best interests of the Company to amend the provision in the Limited
Liability Company Agreement requiring the unanimous consent of the Members and
the Independent Member and certain other provisions referencing such Independent
Member.

NOW THEREFORE, in consideration of the foregoing, the Member and the
Independent Member hereby amend the Limited Liability Company Agreement as
follows:

(1)      Section 3.08 is hereby amended and restated in its
entirety to read as follows:

" WITHDRAWAL. A Member may not withdraw or resign from the
Company; provided, however, that the Independent Member may
resign at any time, and such resignation shall become
effective upon acceptance by the Company."

(2)      Section 6.05 is hereby deleted in its entirety and is
replaced by the words "Intentionally Omitted."

Except as expressly amended hereby, all of the terms and provisions of
the Limited Liability Company Agreement are and shall remain in full force and
effect.

IN WITNESS WHEREOF, the Member and the Independent Member hereto have
caused this Amendment to be duly executed as of the date first above written.

NRG ENERGY, INC.

By: /s/ Richard C. Kelly
--------------------------------
Name: Richard C. Kelly
Its:  President and Chief Operating Officer

By:  /s/ Michael G. Morgan
--------------------------------
Name: Michael G. Morgan
Independent Member

LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG EASTERN LLC
A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF NRG EASTERN LLC (this
"Agreement"), dated as of April 29, 1999 (the "Effective Date"), is adopted,
executed and agreed to, for good and valuable consideration, by the Members (as
defined below).

RECITALS

1.       NRG Energy, Inc., a Delaware corporation ("NRG"), desires to
form the Company (as defined below) for the purpose of acquiring an ownership
interest NRG Northeast Generating LLC, a Delaware limited liability company ("NE
Genco").

2.       NRG now desires to enter into this Agreement with respect to
various matters relating to the Company.

ARTICLE 1
DEFINITIONS

1.01     DEFINITIONS. As used in this Agreement, the following terms
have the respective meanings set forth below or set forth in the Sections
referred to below:

ACT - the Delaware Limited Liability Company ACT.

AFFECTED MEMBER - Section 9.01.

AFFILIATE - with respect to any Person, (a) each entity that
such Person Controls; (b) each Person that Controls such Person,
including, in the case of a Member, such Member's Parent; and (c) each
entity that is under common Control with such Person, including, in the
case of a Member, each entity that is Controlled by such Member's
Parent.

AGREEMENT - introductory paragraph.

ALTERNATE REPRESENTATIVE - Section 6.02(a)(i).

ASSIGNEE - any Person that acquires a Membership Interest or
any portion thereof through a Disposition; provided, however, that, an
Assignee shall have no right to be admitted to the Company as a Member
except in accordance with Section 3.03(b)(iii).

BANKRUPTCY OR BANKRUPT - with respect to any Person, that (a)
such Person (i) makes a general assignment for the benefit of
creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes
the subject of an order for relief or is declared insolvent in any
federal or state bankruptcy or insolvency proceedings; (iv) files a
petition or answer seeking for such Person a reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or
similar relief under any Law; (v) files an answer or other pleading
admitting or failing to contest the material allegations of a petition
filed against such Person in a proceeding of the type described in
subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents
to, or acquiesces in the appointment of a trustee, receiver, or
liquidator of such Person or of all or any substantial part of such
Person's properties; or (b) against such Person, a proceeding seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any Law has been commenced and 60
Days have expired without dismissal thereof or with respect to which,
without such Person's consent or acquiescence, a trustee, receiver, or
liquidator of such Person or of all or any substantial part of such
Person's properties has been appointed and 60 Days have expired without
the

1

appointment's having been vacated or stayed, or 60 Days have expired
after the date of expiration of a stay, if the appointment has not
previously been vacated.

BUSINESS DAY - any day other than a Saturday, a Sunday, or a
holiday on which national banking associations in Minnesota,
Massachusetts or New York are not open for business.

BUYOUT EVENT - Section 9.01.

CAPITAL ACCOUNT - the account to be maintained by the Company
for each Member in accordance with Section 4.06.

CAPITAL CONTRIBUTION - with respect to any Member, the amount
of money and the net agreed value of any property (other than money)
contributed to the Company by the Member. Any reference in this
Agreement to the Capital Contribution of a Member shall include a
Capital Contribution of its predecessors in interest.

CERTIFIED PUBLIC ACCOUNTANTS - a firm of independent public
accountants selected from time to time by the Management Committee.

CHANGE OF MEMBER CONTROL - with respect to any Member, an
event (such as a Disposition of voting securities) that causes such
Member to cease to be Controlled by such Member's Parent; provided,
however, that an event that causes any of such Member's Parents to be
Controlled by another Person shall not constitute a Change of Member
Control.

CLAIM - any and all judgments, claims, causes of action,
demands, lawsuits, suits, proceedings, Governmental investigations or
audits, losses, assessments, fines, penalties, administrative orders,
obligations, costs, expenses, liabilities and damages (whether actual,
consequential or punitive), including interest, penalties, reasonable
attorney's fees, disbursements and costs of investigations,
deficiencies, levies, duties and imposts.

CODE - the Internal Revenue Code of 1986, as amended.

COMPANY - NRG Eastern LLC, a Delaware limited liability
company.

CONFIDENTIAL INFORMATION - information and data (including all
copies thereof) that is furnished or submitted by any of the Members or
their Affiliates, whether oral (and if oral, reduced to writing and
marked "confidential" within 10 days of disclosure), written, or
electronic, on a confidential basis to the other Members or their
Affiliates in connection with the Company, and any and all of the
activities and studies performed pursuant to this Agreement or any
Asset Purchase Agreement or Loan Document, and the resulting
information and data obtained from those studies. Notwithstanding the
foregoing, the term "Confidential Information" shall not include any
information that:

(a)      is in the public domain at the time of its
disclosure or thereafter (other than as a result of a
disclosure directly or indirectly by a Member or its
Affiliates in contravention of this Agreement or any Project
Agreement);

(b)      as to any Member, was in the possession of
such Member or its Affiliates prior to the execution of this
Agreement; or

(c)      is engineering information (for example,
heat balance and capital cost information) that has been
independently acquired or developed by a Member or its
Affiliates without violating any of the obligations of such
Member or its Affiliates under this Agreement.

2

CONTROL - the possession, directly or indirectly of either of
the following:

(a)      (i) in the case of a corporation, more than
50% of the outstanding voting securities thereof; (ii) in the
case of a limited liability company, partnership, limited
partnership or venture, the right to more than 50% of the
distributions therefrom (including liquidating distributions);
(iii) in the case of a trust or estate, including a business
trust, more than 50% of the beneficial interest therein; and
(iv) in the case of any other entity, more than 50% of the
economic or beneficial interest therein; or

(b)      in the case of any entity, the power or
authority, through ownership of voting securities, by contract
or otherwise, to exercise a controlling influence over the
management of the entity.

DAY - a calendar day; provided, however, that if any period of
Days referred to in this Agreement shall end on a Day that is not a
Business Day, then the expiration of such period shall be automatically
extended until the end of the first succeeding Business Day.

DEFAULT - the failure of a Member to comply in any material
respect with any of its material agreements, covenants or obligations
under this Agreement; the failure of any representation or warranty
made by a Member in this Agreement to have been true and correct in all
material respects at the time it was made.

DEFAULT RATE - a rate per annum equal to the lesser of (a) a
varying rate per annum equal to the sum of (i) the prime rate as
published in The Wall Street Journal, with adjustments in that varying
rate to be made on the same date as any change in that rate is so
published, plus (ii) 3% per annum, and (b) the maximum rate permitted
by Law.

DELAWARE CERTIFICATE - Section 2.01.

DISPOSE, DISPOSING OR DISPOSITION - with respect to any asset
(including a Membership Interest or any portion thereof), a sale,
assignment, transfer, conveyance, gift, exchange or other disposition
(other than the pledge or assignment to any creditor of the Company, or
any collateral agent for such creditor, of any Membership Interest as
security for the indebtedness to such creditor) of such asset, whether
such disposition be voluntary, involuntary or by operation of Law,
including the following: (a) in the case of an asset owned by a natural
person, a transfer of such asset upon the death of its owner, whether
by will, intestate succession or otherwise; (b) in the case of an asset
owned by an entity, (i) a merger or consolidation of such entity (other
than where such entity is the survivor thereof), (ii) a conversion of
such entity into another type of entity, or (iii) a distribution of
such asset, including in connection with the dissolution, liquidation,
winding-up or termination of such entity (unless, in the case of
dissolution, such entity's business is continued without the
commencement of liquidation or winding-up); and (c) a disposition in
connection with, or in lieu of, a foreclosure of an Encumbrance; but
such terms shall not include the creation of an Encumbrance.

DISPUTE - Section 10.01.

DISPUTE NOTICE - Section 10.02.

DISPUTING MEMBER - Section 10.01.

DISSOLUTION EVENT - Section 11.01 (a).

EFFECTIVE DATE - introductory paragraph.

ENCUMBER, ENCUMBERING, OR ENCUMBRANCE - the creation of a
security interest, lien, pledge, mortgage or other encumbrance, whether
such encumbrance be voluntary, involuntary or by operation of Law;
provided, however, that the pledge or assignment to any creditor of the
Company, or any collateral

3

agent for such creditor, of any Membership Interest as security for the
indebtedness to such creditor shall not be deemed to be an Encumbrance
thereof.

FAIR MARKET VALUE - Section 9.03.

GOVERNMENTAL AUTHORITY (OR GOVERNMENTAL) - a federal, state,
local or foreign governmental authority; a state, province,
commonwealth, territory or district thereof; a county or parish; a
city, town, township, village or other municipality; a district, ward
or other subdivision of any of the foregoing; any executive,
legislative or other governing body of any of the foregoing; any
agency, authority, board, department, system, service, office,
commission, committee, council or other administrative body of any of
the foregoing; any court or other judicial body; and any officer,
official or other representative of any of the foregoing.

INDEPENDENT MEMBER - means a natural person who is not an
officer, director, agent, employee or representative of the Company,
NRG, NE Genco or any Affiliate of any of the foregoing.

INCLUDING - including, without limitation.

LAW - any applicable constitutional provision, statute, act,
code (including the Code), law, regulation, rule, ordinance, order,
decree, ruling, proclamation, resolution, judgment, decision,
declaration, or interpretative or advisory opinion or letter of a
Governmental Authority having valid jurisdiction.

LENDING MEMBER - Section 4.03(a)(ii).

LOAN DOCUMENTS- any and all documents relating to money
borrowed by the Company or NE Genco, including money borrowed through
public or private sales of the Company's or NE Genco's debt securities,
as the same may be amended or restated from time to time.

MANAGEMENT COMMITTEE - Section 6.02.

MEMBER - any Person executing this Agreement as of the date of
this Agreement as a member or hereafter admitted to the Company as a
member as provided in this Agreement, but such term does not include
any Person who has ceased to be a member in the Company.

MEMBERSHIP INTEREST - with respect to any Member, (a) that
Member's status as a Member; (b) that Member's share of the income,
gain, loss, deduction and credits of, and the right to receive
distributions from, the Company; (c) all other rights, benefits and
privileges enjoyed by that Member (under the Act, this Agreement, or
otherwise) in its capacity as a Member, including that Member's rights
to vote, consent and approve and otherwise to participate in the
management of the Company, including through the Management Committee;
and (d) all obligations, duties and liabilities imposed on that Member
(under the Act, this Agreement or otherwise) in its capacity as a
Member, including any obligations to make Capital Contributions.

NE GENCO - RECITAL 1.

NON-CONTRIBUTING MEMBER - Section 4.03(a). NRG - NRG Energy,
Inc., a Delaware corporation.

OFFICER - any Person designated as an officer of the Company
as provided in Section 6.02(j), but such term does not include any
Person who has ceased to be an officer of the Company.

OUTSIDE ACTIVITIES - Section 6.04.

PARENT - if applicable to a Member, the company or companies
set forth opposite the name of such Member on Exhibit A.

4

PERSON - the meaning assigned that term in Section 18-101(11)
of the Act and also includes a Governmental Authority and any other
entity.

REPRESENTATIVE - Section 6.02(a)(i).

SECURITIES ACT - the Securities Act of 1933.

SHARING RATIO - subject in each case to adjustments in
accordance with this Agreement or in connection with Dispositions of
Membership Interests, (a) in the case of a Member executing this
Agreement as of the date of this Agreement or a Person acquiring such
Member's Membership Interest, the percentage specified for that Member
as its Sharing Ratio on Exhibit A, and (b) in the case of Membership
Interest issued pursuant to Section 3.04, the Sharing Ratio established
pursuant thereto; provided, however, that the total of all Sharing
Ratios shall always equal 100%.

SOLE DISCRETION - a Member's sole and absolute discretion,
with or without cause, and subject to whatever limitations or
qualifications the Member may impose.

TAX MATTERS MEMBER - Section 7.03(a).

TERM - Section 2.06.

TERMINATED MEMBER - Section 9.05.

TREASURY REGULATIONS - the regulations (including temporary
regulations) promulgated by the United States Department of the
Treasury pursuant to and in respect of provisions of the Code. All
references herein to sections of the Treasury Regulations shall include
any corresponding provision or provisions of succeeding, similar or
substitute, temporary or final Treasury Regulations.

UNIFORM COMMERCIAL CODE - means the Uniform Commercial Code as
in effect from time to time in the State of New York.

Other terms defined herein have the meanings so given them.

1.02     CONSTRUCTION. Unless the context requires otherwise: (a) the
gender (or lack of gender) of all words used in this Agreement includes the
masculine, feminine, and neuter; (b) references to Articles and Sections refer
to Articles and Sections of this Agreement; (c) references to Exhibits refer to
the Exhibits attached to this Agreement, each of which is made a part hereof for
all purposes; (d) references to Laws refer to such Laws as they may be amended
from time to time, and references to particular provisions of a Law include any
corresponding provisions of any succeeding Law; and (e) references to money
refer to legal currency of the United States of America.

ARTICLE 2
ORGANIZATION

2.01     FORMATION. The Company has been organized as a Delaware
limited liability company by the filing of a Certificate of Formation, dated as
of the Effective Date (the "Delaware Certificate "), with the Secretary of State
of Delaware pursuant to the Act.

2.02     NAME. The name of the Company is "NRG Eastern LLC" and all
Company business must be conducted in that name or such other names that comply
with Law as the Management Committee may select.

2.03     REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE IN THE
UNITED STATES; OTHER OFFICES. The registered office of the Company required by
the Act to be maintained in the State of Delaware shall be the office of the
initial registered agent named in the Delaware Certificate or such other office
(which need not be a place of business of the Company) as the Management
Committee may designate in the manner provided by Law. The registered agent of
the Company in the State of Delaware shall be the initial registered agent named
in the Delaware

5

Certificate or such other Person or Persons as the Management Committee may
designate in the manner provided by Law. The principal office of the Company in
the United States shall be at such place as the Management Committee may
designate, which need not be in the State of Delaware, and the Company shall
maintain records there or such other place as the Management Committee shall
designate and shall keep the street address of such principal office at the
registered office of the Company in the State of Delaware. The Company may have
such other offices as the Management Committee may designate.

2.04     PURPOSES. The purposes of the Company are (i) to acquire a 50%
member interest in NE Genco and a 0.5% member interest in each of Huntley Power
LLC, Dunkirk Power LLC, Astoria Gas Turbine Power LLC, Arthur Kill Power LLC,
Somerset Power LLC and Oswego Harbor Power LLC, Delaware limited liability
companies that are subsidiaries of Ne Genco, and (ii) to engage in any
activities directly relating thereto or to the businesses of any majority owned
subsidiaries of NE Genco, including obtaining financing for and contributing
required capital to NE Genco for the foregoing purposes.

2.05     FOREIGN QUALIFICATION. Prior to the Company's conducting
business in any jurisdiction other than Delaware, the Management Committee shall
cause the Company to comply, to the extent procedures are available and those
matters are reasonably within the control of the Management Committee, with all
requirements necessary to qualify the Company as a foreign limited liability
company in that jurisdiction. At the request of the Management Committee, each
Member shall execute, acknowledge, swear to, and deliver all certificates and
other instruments conforming with this Agreement that are necessary or
appropriate to qualify, continue, and terminate the Company as a foreign limited
liability company in all such jurisdictions in which the Company may conduct
business.

2.06     TERM. The period of existence of the Company (the "Term")
commenced on the Effective Date and shall end at such time as a certificate of
cancellation is filed with the Secretary of State of Delaware in accordance with
Section 11.04. Such period may be extended from time to time by Members holding
a majority of the Membership Interests.

2.07    NO STATE-LAW PARTNERSHIP. The Members intend that the Company
not be a partnership (including a limited partnership) or joint venture, and
that no Member be a partner or joint venturer of any other Member, for any
purposes other than federal and state tax purposes, and this Agreement may not
be construed to suggest otherwise.

2.08      CERTIFICATES OF MEMBERSHIP INTEREST; APPLICABILITY OF ARTICLE
8 OF UCC. All Membership. Interests shall be represented by certificates in such
form as the Management Committee shall from time to time approve, shall be
recorded in a register thereof maintained by the Company, and shall be subject
to such rules for the issuance thereof as the Management Committee may from time
to time determine. Membership Interests shall be subject to the provisions of
Article 8 of the Uniform Commercial Code as may be applicable from time to time.

ARTICLE 3
MEMBERSHIP; DISPOSITIONS OF INTERESTS

3.01      INITIAL MEMBERS. The initial Member of the Company is NRG,
which is admitted to the Company as a Member effective contemporaneously with
the execution by it of this Agreement.

3.02      REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Member hereby
represents, warrants and covenants to the Company and each other Member that the
following statements are true and correct as of the Effective Date and shall be
true and correct at all times that such Member is a Member:

(a)      that Member is duly incorporated, organized or formed
(as applicable), validly existing, and (if applicable) in good standing
under the Law of the jurisdiction of its incorporation, organization or
formation; to the extent required by applicable Law, that Member is
duly qualified and in good standing in the jurisdiction of its
principal place of business, if different from its jurisdiction of
incorporation, organization or formation; and that Member has full
power and authority to execute and deliver this Agreement and to
perform its obligations hereunder, and all necessary actions by the
board of directors, shareholders, managers, members, partners,
trustees, beneficiaries, or other applicable Persons necessary

6

for the due authorization, execution, delivery, and performance of this
Agreement by that Member have been duly taken;

(b)      that Member has duly executed and delivered this
Agreement and the other documents contemplated herein, and they
constitute the legal, valid and binding obligation of that Member
enforceable against it in accordance with their terms (except as may be
limited by bankruptcy, insolvency or similar Laws of general
application and by the effect of general principles of equity,
regardless of whether considered at law or in equity); and

(c)      that Member's authorization, execution, delivery, and
performance of this Agreement does not and will not (i) conflict with,
or result in a breach, default or violation of, (A) the organizational
documents of such Member, (B) any contract or agreement to which that
Member is a party or is otherwise subject, or (C) any Law, order,
judgment, decree, writ, injunction or arbitral award to which that
Member is subject; or (ii) require any consent, approval or
authorization from, filing or registration with, or notice to, any
Governmental Authority or other Person, unless such requirement has
already been satisfied.

3.03     DISPOSITIONS AND ENCUMBRANCES OF MEMBERSHIP INTERESTS.

(a)      GENERAL RESTRICTION. A Member may not Dispose of or
Encumber all or any portion of its Membership Interest except in strict
accordance with this Section 3.03. (References in this Section 3.03 to
Dispositions or Encumbrances of a "Membership Interest" shall also
refer to Dispositions or Encumbrances of a portion of a Membership
Interest.) Any attempted Disposition or Encumbrance of a Membership
Interest, other than in strict accordance with this Section 3.03, shall
be, and is hereby declared, null and void ab initio. The Members agree
that a breach of the provisions of this Section 3.03 may cause
irreparable injury to the Company and to the other Members for which
monetary damages (or other remedy at law) are inadequate in view of (i)
the complexities and uncertainties in measuring the actual damages that
would be sustained by reason of the failure of a Member to comply with
such provision and (ii) the uniqueness of the Company business and the
relationship among the Members. Accordingly, the Members agree that the
provisions of this Section 3.03 may be enforced by specific
performance.

(b)      DISPOSITIONS OF MEMBERSHIP INTERESTS.

(i)      GENERAL RESTRICTION. A Member may not
Dispose of all or any portion of its Membership Interest
except by complying with all of the following requirements:

(A)      such Member must receive the
unanimous consent of the non- Disposing Members,
which consent shall not be unreasonably withheld by
each of such other Members; provided, however, that
such consent need not be obtained if (I) the proposed
Assignee is a Affiliate of the Disposing Member and
(II) such proposed Assignee demonstrates to the
reasonable satisfaction of the other Members that it
has the ability to meet the financial and contractual
commitments and other obligations of the Disposing
Member; and

(B)      such Member must comply with the
requirements of Section 3.03(b)(iii) and, if the
Assignee is to be admitted as a Member, Section
3.03(b)(ii).

(ii)     ADMISSION OF ASSIGNEE AS A MEMBER. An
Assignee has the right to be admitted to the Company as a
Member, with the Membership Interest (and attendant Sharing
Ratio) so transferred to such Assignee, only if (A) the
Disposing Member making the Disposition has granted the
Assignee either (I) the Disposing Member's entire Membership
Interest or (II) the express right to be so admitted; and (B)
such Disposition is effected in strict compliance with this
Section 3.03.

(iii)    REQUIREMENTS APPLICABLE TO ALL DISPOSITIONS
AND ADMISSIONS. In addition to the requirements set forth in
Sections 3.03(b)(i) and 3.03(b)(ii), any Disposition of a
Membership

7

Interest and any admission of an Assignee as a Member shall
also be subject to the following requirements, and such
Disposition (and admission, if applicable) shall not be
effective unless such requirements are complied with;
provided, however, that the Management Committee, in its sole
and absolute discretion, may waive any of the following
requirements:

(A)      DISPOSITION DOCUMENTS. The
following documents must be delivered to the
Management Committee and must be satisfactory, in
form and substance, to the Management Committee:

(I)      DISPOSITION INSTRUMENT. A copy of
the instrument pursuant to which the
Disposition is effected.

(II)     RATIFICATION OF THIS AGREEMENT. An
instrument, executed by the Disposing Member
and its Assignee, containing the following
information and agreements, to the extent
they are not contained in the instrument
described in Section 3.03(b)(iii)(A)(I): (1)
the notice address of the Assignee; (2) if
applicable, the Parent of the Assignee; (3)
the Sharing Ratios after the Disposition of
the Disposing Member and its Assignee (which
together must total the Sharing Ratio of the
Disposing Member before the Disposition);
(4) the Assignee's ratification of this
Agreement and agreement to be bound by it,
and its confirmation that the
representations and warranties in Section
3.02 are true and correct with respect to
it; (5) the Assignee's ratification of all
of the Project Agreements and agreement by
be bound by them, to the same extent that
the Disposing Member was bound by them prior
to the Disposition; and (6) representations
and warranties by the Disposing Member and
its Assignee (aa) that the Disposition and
admission is being made in accordance with
all applicable Laws, and (bb) that the
matters set forth in Sections
3.03(b)(iii)(A)(III) and (IV) are true and
correct.

(III)    SECURITIES LAW OPINION. Unless the
Membership Interest subject to the
Disposition is registered under the
Securities Act and any applicable state
securities Law, or the proposed Assignee is
a Affiliate as described in 3.03(b)(i)(A)
above, a favorable opinion of the Company's
legal counsel, or of other legal counsel
acceptable to the Management Committee, to
the effect that the Disposition and
admission is being made pursuant to a valid
exemption from registration under those Laws
and in accordance with those Laws.

(IV)     TAX OPINION. A favorable opinion of
the Certified Public Accountants, or of
other certified public accountants
acceptable to the Management Committee, to
the effect that the Disposition would not
result in the Company's being considered to
have terminated within the meaning of Code
Section 708.

(B)      PAYMENT OF EXPENSES. The Disposing
Member and its Assignee shall pay, or reimburse the
Company for, all reasonable costs and expenses
incurred by the Company in connection with the
Disposition and admission, including the legal fees
incurred in connection with the legal opinions
referred to in Sections 3.03(b)(iii)(A)(III) and
(IV), on or before the tenth Day after the receipt by
that Person of the Company's invoice for the amount
due.

(C)      NO RELEASE. No Disposition of a
Membership Interest shall effect a release of the
Disposing Member from any liabilities to the Company
or the other Members arising from events occurring
prior to the Disposition.

(iv)     CHANGE OF MEMBER CONTROL. A Change of Member
Control must also comply with the requirements of this Section
3.03.

8

(c)      ENCUMBRANCES OF MEMBERSHIP INTEREST. A Member may
Encumber its Membership Interest if (i) the instrument creating such
Encumbrance provides that any foreclosure of such Encumbrance (or
Disposition in lieu of such foreclosure) must comply with the
requirements of Section 3.03(b), and (ii) any such Encumbrance is not
prohibited by the Loan Documents.

(d)      RIGHT OF FIRST REFUSAL. Except as otherwise expressly
permitted by this Agreement, this Section 3.03(d) shall apply to any
proposed voluntary Disposition of a Membership Interest to any
purchaser (other than a majority owned Affiliate of the disposing
party) for consideration in the form of cash or promissory notes or
other obligations to pay sums certain. The Member proposing to make
such a Distribution shall provide written notice (a "Disposition
Notice") to the remaining Members at least 90 days prior to the
proposed Disposition. The Disposition Notice must set forth the
identity of the proposed transferee, the sale price, and all other
material terms and conditions of the proposed Disposition. In the Case
of a Change of member Control, the Disposition notice must set forth
the portion, if less than 100%, of the total purchase price that is
applicable to such Member's Membership Interest. Upon receipt of a
Disposition Notice, the remaining Members shall have the option for a
period of 30 days to purchase all, but not less than all, of such
Membership Interest. Such Membership Interest shall be allocated to the
Members exercising their option under this Section 3.03(d) pro rata in
accordance with their Membership Interests. The purchase pursuant to
the exercise of this option shall be at the price and pursuant to the
terms and conditions of the proposed Disposition. If no Member
exercises such option, the Member proposing such Disposition shall be
free, for a period of 60 days after the expiration of the remaining
Members' options, to Dispose of the Membership Interests that were the
subject of the Disposition Notice, but only to the party, and for the
price and on the terms and conditions, set forth in the Disposition
Notice. If the proposed disposition does not occur within 60 days after
the expiration of the remaining Members' options, the Membership
Interest may not be Disposed of pursuant to this section 30.0(d) unless
the Member again complies with the terms of this Agreement.

(e)      RIGHTS IN MEMBERSHIP INTERESTS PLEDGED AS COLLATERAL.
Any other provision of this Agreement to the contrary notwithstanding,
by executing and delivering this Agreement, each Member shall be deemed
to have consented to (i) the pledge, assignment, hypothecation and
transfer to any creditor of the Company or NE Genco or its agents,
successors or assigns of, and the grant to such creditor or other
Person of a lien on and security interest in, as security for the
indebtedness of the Company or NE Genco to such creditor, all of such
Member's right, title and interest in, to and under its Membership
Interest and any other collateral securing such indebtedness, (ii) the
exercise by any such creditor or other Person of the rights and
remedies under any security document related to such collateral,
including, without limitation, the right to exercise the voting and
consensual rights and other powers of each Member to the extent
provided in any such security document, and (ii) the right to foreclose
upon or exercise a power of sale with respect to the Membership
Interest of each Member and any other collateral subject to such
security documents and to cause the agent or designee of such creditor
or any third party purchaser of such Membership Interest to become an
additional or substitute Member, and (c) all other provisions of the
loan and security documents relating to such indebtedness or
collateral, the issuance of new or substituted Membership Interests, or
the ownership of Membership Interests.

3.04     CREATION OF ADDITIONAL MEMBERSHIP INTEREST. Provided that the
same is not prohibited by the Loan Documents, additional Membership Interests
may be created and issued to existing Members or to other Persons, and such
other Persons may be admitted to the Company as Members, with the unanimous
consent of the existing Members, on such terms and conditions as the existing
Members may unanimously determine at the time of admission. The terms of
admission or issuance must specify the Sharing Ratios applicable thereto and may
provide for the creation of different classes or groups of Members having
different rights, powers, and duties. The Management Committee may reflect the
creation of any new class or group in an amendment to this Agreement indicating
the different rights, powers, and duties. Any such admission is effective only
after the new Member has executed and delivered to the Members an instrument
containing the notice address of the new Member, the Assignee's ratification of
this Agreement and agreement to be bound by it, and its confirmation that the
representations and warranties in Section 3.02 are true and correct with respect
to it. The provisions of this Section 3.04 shall not apply to Dispositions of
Membership Interests or admissions of Assignees in connection therewith, such
matters being governed by Section 3.03.

9

3.5      ACCESS TO INFORMATION. Each Member shall be entitled to
receive any information that it may request concerning the Company; provided,
however, that this Section 3.05 shall not obligate the Company or the Management
Committee to create any information that does not already exist at the time of
such request (other than to convert existing information from one medium to
another, such as providing a printout of information that is stored in a
computer database). Each Member shall also have the right, upon reasonable
notice, and at all reasonable times during usual business hours to inspect the
properties of the Company and to audit, examine and make copies of the books of
account and other records of the Company. Such right may be exercised through
any agent or employee of such Member designated in writing by it or by an
independent public accountant, engineer, attorney or other consultant so
designated. The Member making the request shall bear all costs and expenses
incurred in any inspection, examination or audit made on such Member's behalf.
Confidential Information obtained pursuant to this Section 3.05 shall be subject
to the provisions of Section 3.06. 

3.6      CONFIDENTIAL INFORMATION.

(a)      Except as permitted by Section 3.06(b), (i) each
Member shall keep confidential all Confidential Information and shall
not disclose any Confidential Information to any Person, including any
of its Affiliates, and (ii) each Member shall use the Confidential
Information only in connection with the Company.

(b)      Notwithstanding Section 3.06(a), but subject to the
other provisions of this Section 3.06, a Member may make the following
disclosures and uses of Confidential Information:

(i)      disclosures to another Member in connection
with the Company;

(ii)     disclosures and uses that are approved by
the Management Committee;

(iii)    disclosures to an Affiliate of such Member
on a "need to know" basis in connection with the Company, if
such Affiliate has agreed to abide by the terms of this
Section 3.06;

(iv)     disclosures to a Person that is not a Member
or an Affiliate of a Member, if such Person has been retained
to provide services by the Member in connection with the
Company or such Member's Membership Interest and has agreed to
abide by the terms of this Section 3.06;

(v)      disclosures to lenders, potential lenders or
other Persons providing financing to the Company and potential
purchasers of equity interests in the Company, if such Persons
have agreed to abide by the terms of this Section 3.06;

(vi)     disclosures to any independent system
operator or its consultants and representatives in connection
with the Acquisitions or the conduct of the businesses of the
NE Genco;

(vii)    disclosures to Governmental Authorities that
are necessary to operate the Projects;

(viii)   disclosures that a Member is legally
compelled to make by deposition, interrogatory, request for
documents, subpoena, civil investigative demand, order of a
court of competent jurisdiction, or similar process, or
otherwise by Law or securities exchange requirements;
provided, however, that, prior to any such disclosure, such
Member shall, to the extent legally permissible:

(A)      provide the Management Committee
with prompt notice of such requirements so that one
or more of the Members may seek a protective order or
other appropriate remedy or waive compliance with the
terms of this Section 3.06(b)(vii);

(B)      consult with the Management
Committee on the advisability of taking steps to
resist or narrow such disclosure; and

10

(C)      cooperate with the Management
Committee and with the other Members in any attempt
one or more of them may make to obtain a protective
order or other appropriate remedy or assurance that
confidential treatment will be afforded the
Confidential Information; and in the event such
protective order or other remedy is not obtained, or
the other Members waive compliance with the
provisions hereof, such Member agrees (I) to furnish
only that portion of the Confidential Information
that the other Members are advised by counsel to the
disclosing Member is legally required and (II) to
exercise all reasonable efforts to obtain assurance
that confidential treatment will be accorded such
Confidential Information.

(c)      Each Member shall take such precautionary measures as
may be required to ensure (and such Member shall be responsible for)
compliance with this Section 3.06 by any of its Affiliates, and its and
their directors, officers, employees and agents, and other Persons to
which it may disclose Confidential Information in accordance with this
Section 3.06.

(d)      A Terminated Member shall promptly destroy (and
provide a certificate of destruction to the Company with respect to) or
return to the Company, as directed by the Management Committee, all
Confidential Information in its possession. Notwithstanding the
immediately-preceding sentence, a Terminated Member may, subject to the
other provisions of this Section 3.06, retain and use Confidential 
Information for the limited purpose of preparing such Terminated
Member's tax returns and defending audits, investigations and
proceedings relating thereto.

(e)      The Members agree that no adequate remedy at law
exists for a breach or threatened breach of any of the provisions of
this Section 3.06, the continuation of which unremedied will cause the
Company and the other Members to suffer irreparable harm. Accordingly,
the Members agree that the Company and the other Members shall be
entitled, in addition to other remedies that may be available to them,
to immediate injunctive relief from any breach of any of the provisions
of this Section 3.06 and to specific performance of their rights
hereunder, as well as to any other remedies available at law or in
equity.

(f)      The obligations of the Members under this Section
3.06 shall terminate on the third anniversary of the end of the Term.

3.07     LIABILITY TO THIRD PARTIES. No Member shall be liable for the
debts, obligations or liabilities of the Company.

3.08     WITHDRAWAL. A Member may not withdraw or resign from the
Company except as permitted by this Agreement.

ARTICLE 4
CAPITAL CONTRIBUTIONS

4.01     INITIAL CAPITAL CONTRIBUTIONS. Contemporaneously with the
execution by such Member of this Agreement, each Member shall make the Capital
Contributions described for that Member in Exhibit A.

4.02     SUBSEQUENT CAPITAL CONTRIBUTIONS. Without creating any rights
in favor of any third party, each Member shall contribute to the Company, in
cash, on or before the date specified as hereinafter described, that Member's
Sharing Ratio of all monies that in the unanimous judgment of the Management
Committee are necessary to enable the Company to acquire the Projects and to
cause the assets of the Operating Entities to be properly operated and
maintained and to pay and perform their respective costs, expenses, obligations
and liabilities. The Management Committee shall notify each Member of the need
for Capital Contributions pursuant to this Section 4.02 when appropriate, which
notice must include a statement in reasonable detail of the proposed uses of the
Capital Contributions and a date (which date may be no earlier than the fifth
Business Day following each Member's receipt of its notice) before which the
Capital Contributions must be made. Notices for Capital Contributions must be
made to all Members in accordance with their Sharing Ratios.

11

4.03     FAILURE TO CONTRIBUTE.

(a)      If a Member does not contribute, within 10 Days of
the date required, all or any portion of a Capital Contribution that
Member is required to make as provided in this Agreement, the other
Members may cause the Company to exercise, on notice to that Member
(the "Non-Contributing Member"), one or more of the following remedies:

(i)      taking such action (including court
proceedings) as the other Members may deem appropriate to
obtain payment by the Non-Contributing Member of the portion
of the Non-Contributing Member's Capital Contribution that is
in default, together with interest thereon at the Default Rate
from the date that the Capital Contribution was due until the
date that it is made, all at the cost and expense of the
Non-Contributing Member;

(ii)     permitting the other Members in proportion
to their Sharing Ratios or in such other percentages as they
may agree (the "Lending Member, " whether one or more), to
advance the portion of the Non-Contributing Member's Capital
Contribution that is in default, with the following results:

(A)      the sum advanced constitutes a loan
from the Lending Member to the Non-Contributing
Member and a Capital Contribution of that sum to the
Company by the Non-Contributing Member pursuant to
the applicable provisions of this Agreement,

(B)      the principal balance of the loan
and all accrued unpaid interest thereon is due and
payable in whole on the tenth Day after written
demand therefor by the Lending Member to the
Non-Contributing Member,

(C)      the amount lent bears interest at
the Default Rate from the Day that the advance is
deemed made until the date that the loan, together
with all interest accrued on it, is repaid to the
Lending Member,

(D)      all distributions from the Company
that otherwise would be made to the Non-Contributing
Member (whether before or after dissolution of the
Company) instead shall be paid to the Lending Member
until the loan and all interest accrued on it have
been paid in full to the Lending Member (with
payments being applied first to accrued and unpaid
interest and then to principal),

(E)      the payment of the loan and
interest accrued on it is secured by a security
interest in the Non-Contributing Member's Membership
Interest, as more fully set forth in Section 4.03(b),
and

(F)      the Lending Member has the right,
in addition to the other rights and remedies granted
to it pursuant to this Agreement or available to it
at Law or in equity, to take any action (including
court proceedings) that the Lending Member may deem
appropriate to obtain payment by the Non-Contributing
Member of the loan and all accrued and unpaid
interest on it, at the cost and expense of the
Non-Contributing Member;

(iii)    exercising the rights of a secured party
under the Uniform Commercial Code of the State of Delaware, as
more fully set forth in Section 4.03(b); or

(iv)     exercising any other rights and remedies
available at Law or in equity.

In addition, the failure to make such contributions shall constitute a Default
by the Non-Contributing Member, and the other Members shall have the rights set
forth in Article 9 with respect to such Default.

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Account of the Disposing Member that is attributable to such Membership Interest
shall carry over to the Assignee in accordance with the provisions of Treasury
Regulation Section 1.704-1 (b)(2)(iv)(l).

ARTICLE 5
DISTRIBUTIONS AND ALLOCATIONS

5.01     DISTRIBUTIONS OR BILLINGS. Distributions to the Members shall
be made only to all simultaneously in proportion to their respective Sharing
Ratios (at the time the amounts of such distributions are determined) and in
such aggregate amounts and at such times as shall be determined by the
Management Committee and as are permitted by the Loan Documents. When so
permitted, the Management Committee shall endeavor to distribute to the Members,
on or before the end of each calendar quarter, or more often if approved by the
Management Committee, the estimated amount of any cash available for such
calendar quarter (net of any adjustments, if any, made to reflect the actual
cash available for the preceding calendar quarter). Any cash in excess of the
Working Capital Requirements shall be distributed to the Members based on their
respective Sharing Ratios.

5.02     DISTRIBUTIONS ON DISSOLUTION AND WINDING UP. Upon the
dissolution and winding up of the Company, after adjusting the Capital Accounts
for all distributions made under Section 5.01 and all allocations under Article
5, all available proceeds distributable to the Members as determined under
Section 11.02 shall be distributed to all of the Members to the extent of the
Members' positive Capital Account balances.

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5.03     ALLOCATIONS.

(a)      For purposes of maintaining the Capital Accounts
pursuant to Section 4.06 and for income tax purposes, except as
provided in Section 5.03(b), each item of income, gain, loss, deduction
and credit of the Company shall be allocated to the Members in
accordance with their Sharing Ratios.

(b)      For income tax purposes, income, gain, loss, and
deduction with respect to property contributed to the Company by a
Member or revalued pursuant to Treasury Regulation Section 1.704-
1(b)(2)(iv)(f) shall be allocated among the Members in a manner that
takes into account the variation between the adjusted tax basis of such
property and its book value, as required by Section 704(c) of the Code
and Treasury Regulation Section 1.704-l(b)(4)(i), using the remedial
allocation method permitted by Treasury Regulation Section 1.704-3(d).

5.04     VARYING INTERESTS. All items of income, gain, loss, deduction
or credit shall be allocated, and all distributions shall be made, to the
Persons shown on the records of the Company to have been Members as of the last
calendar day of the period for which the allocation or distribution is to be
made. Notwithstanding the foregoing, if during any taxable year there is a
change in any Member's Sharing Ratio, the Members agree that their allocable
shares of such items for the taxable year shall be determined on any method
determined by the Management Committee to be permissible under Code Section 706
and the related Treasury Regulations to take account of the Members' varying
Sharing Ratios.

ARTICLE 6
MANAGEMENT

6.01     MANAGEMENT BY MEMBERS. Except as described below in Sections
6.03 and 6.05, the management of the Company is fully vested in the Members,
acting exclusively in their membership capacities. To facilitate the orderly and
efficient management of the Company, the Members shall act (a) collectively as a
"committee of the whole" pursuant to Section 6.02 or (b) through the delegation
from time to time of certain responsibility and authority to particular Members
pursuant to Section 6.04. No Member has the right, power or authority to act for
or on behalf of the Company, to do any act that would be binding on the Company,
or to incur any expenditures on behalf of the Company, except in accordance with
the immediately preceding sentence. Decisions or actions taken in accordance
with the provisions of this Agreement shall constitute decisions or actions by
the Company and shall be binding on each Member, Representative, Officer and
employee of the Company.

6.2      MANAGEMENT COMMITTEE. The Members shall act collectively
through meetings as a "committee of the whole," which is hereby named the
"Management Committee." The Management Committee shall conduct its affairs in
accordance with the following provisions and the other provisions of this
Agreement:

(a)      REPRESENTATIVES.

(i)      DESIGNATION. To facilitate the orderly and
efficient conduct of Management Committee meetings, each
Member shall notify the other Members, from time to time, of
the identity of two of its officers, employees or agents who
will represent it at such meetings (each a "Representative").
In addition, each Member may (but shall have no obligation to)
notify the other Members, from time to time, of the identity
of other officers, employees or agents who will represent it
at any meeting that the Member's Representatives are unable to
attend (each an "Alternate Representative"). (The term
"Representative" shall also refer to any Alternate
Representative that is actually performing the duties of the
applicable Representative.). The initial Representatives of
each Member are set forth on Exhibit A. A Member may designate
different Representatives or Alternate Representatives for any
meeting of the Management Committee by notifying each of the
other Members at least three Business Days prior to the
scheduled date for such meeting; provided, however, that if
giving such advance notice is not feasible, then such new
Representatives or Alternate Representatives shall present
written evidence of their authority at the commencement of
such meeting.

15

(ii)     AUTHORITY. Each Representative shall have
the full authority to act on behalf of the Member that
designated such Representative; the action of a Representative
at a meeting (or through a written consent) of the Management
Committee shall bind the Member that designated such
Representative; and the other Members shall be entitled to
rely upon such action without further inquiry or investigation
as to the actual authority (or lack thereof) of such
Representative. In addition, the act of an Alternate
Representative shall be deemed the act of the Representative
for which such Alternate Representative is acting, without the
need to produce evidence of the absence or unavailability of
such Representative.

(iii)    DISCLAIMER OF DUTIES; INDEMNIFICATION. EACH
REPRESENTATIVE SHALL REPRESENT, AND OWE DUTIES TO, ONLY THE
MEMBER THAT DESIGNATED SUCH REPRESENTATIVE (THE NATURE AND
EXTENT OF SUCH DUTIES BEING AN INTERNAL CORPORATE AFFAIR OF
SUCH MEMBER), AND NOT TO THE COMPANY, ANY OTHER MEMBER OR
REPRESENTATIVE, OR ANY OFFICER OR EMPLOYEE OF THE COMPANY. THE
PROVISIONS OF SECTION 6.05 SHALL ALSO INURE TO THE BENEFIT OF
EACH MEMBER'S REPRESENTATIVES. THE COMPANY SHALL INDEMNIFY,
PROTECT, DEFEND, RELEASE AND HOLD HARMLESS EACH REPRESENTATIVE
FROM AND AGAINST ANY CLAIMS ASSERTED BY OR ON BEHALF OF ANY
PERSON (INCLUDING ANOTHER MEMBER), OTHER THAN THE MEMBER THAT
DESIGNATED SUCH REPRESENTATIVE, THAT ARISE OUT OF, RELATE TO
OR ARE OTHERWISE ATTRIBUTABLE TO, DIRECTLY OR INDIRECTLY, SUCH
REPRESENTATIVE'S SERVICE ON THE MANAGEMENT COMMITTEE, OTHER
THAN SUCH CLAIMS ARISING OUT OF THE FRAUD OR WILLFUL
MISCONDUCT OF SUCH REPRESENTATIVE.

(iv)     ATTENDANCE. Each Member shall use all
reasonable efforts to cause its Representatives or Alternate
Representatives to attend each meeting of the Management
Committee, unless its Representatives are unable to do so
because of a "force majeure" event or other event beyond his
reasonable control, in which event such Member shall use all
reasonable efforts to cause its Representatives or Alternate
Representatives to participate in the meeting by telephone
pursuant to Section 6.02(h).

(b)      CHAIRMAN AND SECRETARY. One of the Representatives
will be designated as Chairman of the Management Committee, in
accordance with this Section 6.02(b), to preside over meetings of the
Management Committee. The Management Committee shall also designate a
Secretary of the Management Committee, who need not be a
Representative.

(c)      PROCEDURES. The Secretary of the Management Committee
shall maintain written minutes of each of its meetings, which shall be
submitted for approval no later than the next regularly-scheduled
meeting. The Management Committee may adopt whatever rules and
procedures relating to its activities as it may deem appropriate,
provided that such rules and procedures shall not be inconsistent with
or violate the provisions of this Agreement.

(d)      TIME AND PLACE OF MEETINGS. The Management Committee
shall meet quarterly, subject to more or less frequent meetings upon
approval of the Management Committee. Notice of, and an agenda for, all
Management Committee meetings shall be provided by the Chairman to all
Members at least ten Days prior to the date of each meeting, together
with proposed minutes of the previous Management Committee meeting (if
such minutes have not been previously ratified). Special meetings of
the Management Committee may be called at such times, and in such
manner, as any Member deems necessary. Any Member calling for any such
special meeting shall notify the Chairman, who in turn shall notify all
Members of the date and agenda for such meeting at least ten Days prior
to the date of such meeting. Such ten-day period may be shortened by
the Management Committee. All meetings of the Management Committee
shall be held at a location designated by the Chairman. Attendance of a
Member at a meeting of the Management Committee shall constitute a
waiver of notice of such meeting, except where such Member attends the
meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or
convened.

16

(e)      QUORUM. The presence of one Representative designated
by each Member shall constitute a quorum for the transaction of
business at any meeting of the Management Committee.

(f)      VOTING. Except as provided otherwise in this
Agreement, (i) voting at any meeting of the Management Committee shall
be according to the Members' respective Sharing Ratios, and (ii) the
affirmative vote of Members holding a majority of the Sharing Ratios
shall constitute the act of the Management Committee.

(g)      ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at a meeting of the Management Committee may be
taken without a meeting, without prior notice, and without a vote if a
consent or consents in writing, setting forth the action so taken, is
signed by Members that could have taken the action at a meeting of the
Management Committee at which all Members entitled to vote on the
action were represented and voted.

(h)      MEETINGS BY TELEPHONE. Members may participate in and
hold such meeting by means of conference telephone, video conference or
similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at such meeting, except
where a Member participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

(i)      SUBCOMMITTEES. The Management Committee may create
such subcommittees, delegate to such subcommittees such authority and
responsibility, and rescind any such delegations, as it may deem
appropriate.

(j)      OFFICERS. The Management Committee may designate one
or more Persons to be Officers of the Company. Any Officers so
designated shall have such titles and, subject to the other provisions
of this Agreement, have such authority and perform such duties as the
Management Committee may specifically delegate to them and shall serve
at the pleasure of the Management Committee.

6.03     DELEGATION TO PARTICULAR MEMBER. The Management Committee may
delegate to one or more Members such authority and duties as the Management
Committee may deem advisable. Decisions or actions taken by any such Member in
accordance with the provisions of this Agreement shall constitute decisions or
actions by the Company and shall be binding on each Member, Representative,
Officer and employee of the Company. Any delegation pursuant to this Section
6.03 may be revoked at any time by the Management Committee. With respect to
duties discharged hereunder by a Member (a) such Member may discharge such
duties through the personnel of a Affiliate of such Member, and (b) unless the
Members otherwise agree, the Company shall compensate such Member (or its
Affiliate, as applicable) for the performance of such duties in an amount equal
to the manhours expended by the personnel of such Member (or its Affiliate)
multiplied by the applicable rate(s) shown on Exhibit B (which rates each shall
escalate on the first day of each calendar year during the term hereof by an
amount which is 5% of the rate applicable during the prior calendar year), and
shall reimburse such Member for all out of pocket costs incurred by such Member
in discharging such duties. In addition, prior to performing any such duties,
the performing Member shall provide to the other Member for approval an estimate
of man-hours and types of personnel required to perform the delegated duties and
a schedule for the performance of the delegated duties and for other costs
associated therewith, and shall promptly inform the other Member of any variance
from the budget or schedule.

6.04     AFFILIATE AGREEMENTS; CONFLICTS OF INTEREST. Subject to any
other agreement between the Members (and their respective Affiliates, as
applicable), a Member or an Affiliate of a Member may engage in and possess
interests in other business ventures of any and every type and description,
independently or with others, including ones in competition with the Company,
with no obligation to offer to the Company, any other Member or any Affiliate of
another Member the right to participate therein. Subject to, and in addition to,
Section 6.03(a), the Company may transact business with any Member or Affiliate
thereof, provided the terms of those transactions are approved by the Management
Committee or expressly contemplated by this Agreement. Without limiting the
generality of the foregoing, the Members recognize and agree that they and their
respective Affiliates currently engage in certain activities involving the
generation, transmission, distribution, marketing and trading of electricity

17

and other energy products (including futures, options, swaps, exchanges of
future positions for physical deliveries and commodity trading), and the
gathering, processing, storage and transportation of such products, as well as
other commercial activities related to such products, and that these and other
activities by Members and their Affiliates may be made possible or more
profitable by reason of the Company's activities (herein referred to as "Outside
Activities"). The Members agree that (i) no Member or Affiliate of a Member
shall be restricted in its right to conduct, individually or jointly with
others, for its own account any Outside Activities, and (ii) no Member or its
Affiliates shall have any duty or obligation, express or implied, to account to,
or to share the results or profits of such Outside Activities with, the Company,
any other Member or any Affiliate of any other Member, by reason of such Outside
Activities.

6.05     UNANIMOUS CONSENT REQUIRED FOR CERTAIN ACTION. Any other
provision of this Agreement to the contrary notwithstanding, the unanimous
consent of the Members, including at least one Independent Member, shall be
required to:

(a)      File a bankruptcy or insolvency petition or otherwise
institute insolvency proceedings with respect to the Company, or take
any action that would result in such an event occurring with respect to
NE Genco.

(b)      Cause the dissolution, liquidation, consolidation,
merger or sale of substantially all of the assets of the Company or NE
Genco.

(c)      Cause or permit the Company to engage in any other
activity other than those set forth in Section 2.04.

(d)      Amend this Agreement in any manner that would have a
material adverse impact on any creditor of the Company.

6.06     CERTAIN ACTIONS PROHIBITED. So long as the Company has any
indebtedness outstanding, (a) the Company shall not be dissolved, liquidated,
consolidated or merged with any other entity, nor shall this Agreement be
amended in any manner that would have a material adverse impact on the holders
of such indebtedness, and (b) notwithstanding the failure of the Members to
continue the existence of the Company as provided in Section 2.06 during such
period, no action shall be taken by the Company or any of the Members shall
cause any collateral for such indebtedness to be liquidated or that would
adversely affect the rights of the holders of such indebtedness or their agents
to exercise their rights under any security documents relating thereto or to
retain such collateral until such indebtedness is paid in full or otherwise
completely discharged.

6.07     DISCLAIMER OF DUTIES AND LIABILITIES.

(a)      NO MEMBER SHALL OWE ANY DUTY (INCLUDING ANY FIDUCIARY
DUTY) TO THE OTHER MEMBERS OR TO THE COMPANY, OTHER THAN THE DUTIES
THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b)      NO MEMBER SHALL BE LIABLE (WHETHER IN CONTRACT, TORT
OR OTHERWISE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES).

(c)      THE OBLIGATIONS OF THE MEMBERS UNDER THIS AGREEMENT
ARE OBLIGATIONS OF THE MEMBERS ONLY, AND NO RECOURSE SHALL BE AVAILABLE
AGAINST ANY OFFICER, DIRECTOR OR AFFILIATE OF ANY MEMBER, EXCEPT AS
PERMITTED UNDER APPLICABLE LAW.

6.08     INDEMNIFICATION. Each Member shall indemnify, protect, defend,
release and hold harmless each other Member, and such other Member's
Representatives, Affiliates, and their respective directors, officers, employees
and agents from and against any Claims asserted by or on behalf of any Person
(including another Member) that arise out of, relate to or are otherwise
attributable to, directly or indirectly, a breach by the indemnifying Member of
this Agreement, or the negligence, gross negligence or willful misconduct of the
indemnifying Member in connection with the Project or this Agreement; provided,
however, that this Section 6.05

18

shall not apply to any Claim or other matter for which a Member (or its
Representative) has no liability or duty, or is indemnified or released,
pursuant to Section 6.02(a)(iii), 6.07 or 6.08.

ARTICLE 7
TAXES

7.01     TAX RETURNS. The Tax Matters Member shall prepare and timely
file (on behalf of the Company) all federal, state and local tax returns
required to be filed by the Company. Each Member shall furnish to the Tax
Matters Member all pertinent information in its possession relating to the
Company's operations that is necessary to enable the Company's tax returns to be
timely prepared and filed. The Company shall bear the costs of the preparation
and filing of its returns.

7.02     TAX ELECTIONS. The Company shall make the following elections
on the appropriate tax returns:

(a)      to adopt as the Company's fiscal year the calendar
year; 

(b)      to adopt the accrual method of accounting;

(c)      if a distribution of the Company's property as
described in Code Section 734 occurs or upon a transfer of Membership
Interest as described in Code Section 743 occurs, on request by notice
from any Member, to elect, pursuant to Code Section 754, to adjust the
basis of the Company's properties;

(d)      to elect to amortize the organizational expenses of
the Company ratably over a period of 60 months as permitted by Section
709(b) of the Code; and

(e)      any other election the Management Committee may deem
appropriate.

Neither the Company nor any Member shall make an election for the Company to be
excluded from the application of the provisions of subchapter K of chapter 1 of
subtitle A of the Code or any similar provisions of applicable state law and no
provision of this Agreement (including Section 2.07) shall be construed to
sanction or approve such an election.

7.03     TAX MATTERS MEMBER.

(a)      NRG shall be the "tax matters partner" of the Company
pursuant to Section 6231 (a)(7) of the Code (the "Tax Matters Member").
At the request of each other Member, the Tax Matters Member shall take
such action as may be necessary to cause, to the extent possible, such
other Member to become a "notice partner" within the meaning of Section
6223 of the Code. The Tax Matters Member shall inform each other Member
of all significant matters that may come to its attention in its
capacity as Tax Matters Member by giving notice thereof on or before
the fifth Business Day after becoming aware thereof and, within that
time, shall forward to each other Member copies of all significant
written communications it may receive in that capacity.

(b)      The Tax Matters Member shall take no action without
the authorization of the Management Committee, other than such action
as may be required by Law. Any cost or expense incurred by the Tax
Matters Member in connection with its duties, including the preparation
for or pursuance of administrative or judicial proceedings, shall be
paid by the Company.

(c)      The Tax Matters Member shall not enter into any
extension of the period of limitations for making assessments on behalf
of the Members without first obtaining the consent of the Management
Committee. The Tax Matters Member shall not bind any Member to a
settlement agreement without obtaining the consent of such Member. Any
Member that enters into a settlement agreement with respect to any
Company item (as described in Code Section 6231(a)(3)) shall notify the
other Members of such settlement agreement and its terms within 90 Days
from the date of the settlement.

19

(d)      No Member shall file a request pursuant to Code
Section 6227 for an administrative adjustment of Company items for any
taxable year without first notifying the other Members. If the
Management Committee consents to the requested adjustment, the Tax
Matters Member shall file the request for the administrative adjustment
on behalf of the Members. If such consent is not obtained within 30
Days from such notice, or within the period required to timely file the
request for administrative adjustment, if shorter, any Member,
including the Tax Matters Member, may file a request for administrative
adjustment on its own behalf. Any Member intending to file a petition
under Code Sections 6226, 6228 or other Code Section with respect to
any item involving the Company shall notify the other Members of such
intention and the nature of the contemplated proceeding. In the case
where the Tax Matters Member is the Member intending to file such
petition on behalf of the Company, such notice shall be given within a
reasonable period of time to allow the other Members to participate in
the choosing of the forum in which such petition will be filed.

(e)      If any Member intends to file a notice of
inconsistent treatment under Code Section 6222(b), such Member shall
give reasonable notice under the circumstances to the other Members of
such intent and the manner in which the Member's intended treatment of
an item is (or may be) inconsistent with the treatment of that item by
the other Members.

ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

8.01     MAINTENANCE OF BOOKS.

(a)      The Management Committee shall keep or cause to be
kept at the principal office of the Company or at such other location
approved by the Management Committee complete and accurate books and
records of the Company, supporting documentation of the transactions
with respect to the conduct of the Company's business and minutes of
the proceedings of its Members and the Management Committee, and any
other books and records that are required to be maintained by
applicable Law.

(b)      The books of account of the Company shall be (i)
maintained on the basis of a fiscal year that is the calendar year,
(ii) maintained on an accrual basis in accordance with generally
accepted accounting principles, consistently applied, and (iii) audited
by the Certified Public Accountants at the end of each calendar year.

8.02     REPORTS.

(a)      With respect to each calendar year, the Management
Committee shall prepare and deliver to each Member:

(i)      Within 120 Days after the end of such
calendar year, a profit and loss statement and a statement of
cash flows for such year, a balance sheet and a statement of
each Member's Capital Account as of the end of such year,
together with a report thereon of the Certified Public
Accountants; and

(ii)     Such federal, state and local income tax
returns and such other accounting, tax information and
schedules as shall be necessary for the preparation by each
Member on or before July 15 following the end of each calendar
year of its income tax return with respect to such year.

(b)      Within 15 Business Days after the end of each
calendar month, the Management Committee shall cause to be prepared and
delivered to each Member, with an appropriate certificate of the Person
authorized to prepare the same (provided that the Management Committee
may change the financial statements required by this Section 8.02(b) to
a quarterly basis or may make such other change therein as it may deem
appropriate):

(i)      A profit and loss statement and a statement
of cash flows for such month (including sufficient information
to permit the Members to calculate their tax accruals), for
the portion of the calendar year then ended;

20

(ii)     A balance sheet and a statement of each
Member's Capital Account as of the end of such month and the
portion of the calendar year then ended; and

(iii)    A statement comparing the actual financial
status and results of the Company as of the end of or for such
month and the portion of the calendar year then ended with the
budgeted or forecasted status and results as of the end of or
for such respective periods.

(c)      The Management Committee shall also cause to be
prepared and delivered to each Member such other reports, forecasts,
studies, budgets and other information as the Management Committee may
request from time to time.

8.03     BANK ACCOUNTS. Funds of the Company shall be deposited in such
banks or other depositories as shall be designated from time to time by the
Management Committee. All withdrawals from any such depository shall be made
only as authorized by the Management Committee and shall be made only by check,
wire transfer, debit memorandum or other written instruction.

ARTICLE 9
BUYOUT OPTION

9.01     BUYOUT EVENTS. This Article 9 shall apply to any of the
following events (each a "Buyout Event"):

(a)      a Member shall dissolve or become Bankrupt; or

(b)      a Member shall commit a Default.

In each case, the Member with respect to whom a Buyout Event has occurred is
referred to herein as the "Affected Member."

9.02     PROCEDURE. If a Buyout Event occurs and is not cured within 30
Business Days of the Affected Member's receipt of notice thereof from another
Member (or such shorter period (not less than 10 Business Days) as may be
reasonable under the circumstances and set forth in such notice), then each of
the other Members shall have the option to acquire the Membership Interest of
the Affected Member (or to cause it to be acquired by a third party designated
by the other Members), in accordance with procedures that are substantively
equivalent to those set forth in Section 3.03(b)(iii) (and with the Members
exercising such preferential right also being referred to herein as "Purchasing
Members ").

9.03     PURCHASE PRICE; TERMS AND METHOD OF PAYMENT. The purchase
price for a Membership Interest being purchased pursuant to this Article 9 (the
"Purchase Price") shall be determined in the following manner. The Affected
Member and the Purchasing Members shall attempt to agree upon the fair market
value of the applicable Membership Interest and the terms and method of payment
of such amount. If those Members do not reach such agreement on or before the
30th Day following the exercise of the option, any such Member, by notice to the
others, may require the determination of fair market value and the terms and
method of payment to be made by the Arbitrator pursuant to Article 10.

9.04     CLOSING. If an option to purchase is exercised in accordance
with the other provisions of this Article 9, the closing of such purchase shall
occur on the 30th Day after the determination of the Fair Market Value pursuant
to Section 9.03 (or, if later, the fifth Business Day after the receipt of all
applicable regulatory and governmental approvals to the purchase), and shall be
conducted in a manner substantively equivalent to that set forth in Section
3.03.

9.05     TERMINATED MEMBER. Upon the occurrence of a closing under
Section 9.04, the following provisions shall apply to the Affected Member (now a
"Terminated Member"):

(a)      The Terminated Member shall cease to be a Member
immediately upon the occurrence of the closing.

21

(b)      As the Terminated Member is no longer a Member, it
will no longer be entitled to receive any distributions (including
liquidating distributions) or allocations from the Company, and neither
it nor its Representative shall be entitled to exercise any voting or
consent rights or to receive any further information (or access to
information) from the Company.

(c)      The Terminated Member must pay to the Company all
amounts owed to it by such Member.

(d)      The Terminated Member shall remain obligated for all
liabilities it may have under this Agreement or otherwise with respect
to the Company that accrue prior to the closing.

(f)      The Sharing Ratio of the Terminated Member shall be
allocated among the purchasing Members in the proportion of the total
Purchase Price paid by each.

ARTICLE 10
DISPUTE RESOLUTION

10.01    DISPUTES. This Article 10 shall apply to any dispute arising
under or related to this Agreement (whether arising in contract, tort or
otherwise, and whether arising at law or in equity), including (a) any dispute
regarding the construction, interpretation, performance, validity or
enforceability of any provision of this Agreement or whether any Person is in
compliance with, or breach of, any provisions of this Agreement, and (b) the
applicability of this Article 10 to a particular dispute. Notwithstanding the
foregoing, this Article 10 shall not apply to any matters that, pursuant to the
provisions of this Agreement, are to be resolved by a vote of the Members
(including through the Management Committee); provided, however, that if a vote,
approval, consent, determination or other decision must, under the terms of this
Agreement, be made (or withheld) in accordance with a standard other than Sole
Discretion (such as a reasonableness standard), then the issue of whether such
standard has been satisfied may be a dispute to which this Article 10 applies.
Any dispute to which this Article 10 applies is referred to herein as a
"Dispute." With respect to a particular Dispute, each Member that is a party to
such Dispute is referred to herein as a "Disputing Member." The provisions of
this Article 10 shall be the exclusive method of resolving Disputes.

10.02    NEGOTIATION TO RESOLVE DISPUTES. If a Dispute arises, either
Disputing Member may initiate the dispute-resolution procedures of this Article
10 by delivering a notice (a "Dispute Notice") to the other Disputing Members.
Within 10 Days of delivery of a Dispute Notice, each Disputing Member shall
designate a representative, and such representatives shall promptly meet
(whether by phone or in person) in a good faith attempt to resolve the Dispute.
If such representatives can resolve the Dispute, such resolution shall be
reported in writing and shall be binding upon the Disputing Members. If such
representatives are unable to resolve the Dispute within 30 Days following the
delivery of the Dispute Notice (or such other period as such representatives may
agree), or if a Disputing Member fails to appoint a representative within 10
Days of delivery following the delivery of the Dispute Notice, then any
Disputing Member may take such Dispute to litigation.

ARTICLE 11
DISSOLUTION, WINDING-UP AND TERMINATION

11.01    DISSOLUTION. The Company shall dissolve and its affairs shall
be wound up on the first to occur of the following events (each a "Dissolution
Event"):

(a)      the unanimous consent of the Members; or

(b)      entry of a decree of judicial dissolution of the
Company under Section 18-802 of the Act.

11.02    WINDING-UP AND TERMINATION.

(a)      On the occurrence of a Dissolution Event, the
Management Committee shall select one Member to act as liquidator. The
liquidator shall proceed diligently to wind up the affairs of the
Company

22

and make final distributions as provided herein and in the Act. The
costs of winding up shall be borne as a Company expense. Until final
distribution, the liquidator shall continue to operate the Company
properties with all of the power and authority of the Members. The
steps to be accomplished by the liquidator are as follows:

(i)      as promptly as possible after dissolution
and again after final winding up, the liquidator shall cause a
proper accounting to be made by a recognized firm of certified
public accountants of the Company's assets, liabilities, and
operations through the last calendar day of the month in which
the dissolution occurs or the final winding up is completed,
as applicable;

(ii)     the liquidator shall discharge from Company
funds all of the Indebtedness and other debts, liabilities and
obligations of the Company (including all expenses incurred in
winding up and any loans described in Section 4.03) or
otherwise make adequate provision for payment and discharge
thereof (including the establishment of a cash escrow fund for
contingent liabilities in such amount and for such term as the
liquidator may reasonably determine); and

(iii)    all remaining assets of the Company shall be
distributed to the Members as follows:

(A)      the liquidator may sell any or all
Company property, including to Members, and any
resulting gain or loss from each sale shall be
computed and allocated to the Capital Accounts of the
Members in accordance with the provisions of Article
5;

(B)      with respect to all Company
property that has not been sold, the fair market
value of that property shall be determined and the
Capital Accounts of the Members shall be adjusted to
reflect the manner in which the unrealized income,
gain, loss, and deduction inherent in property that
has not been reflected in the Capital Accounts
previously would be allocated among the Members if
there were a taxable disposition of that property for
the fair market value of that property on the date of
distribution; and

(C)      Company property (including cash)
shall be distributed among the Members in accordance
with Section 5.02; and those distributions shall be
made by the end of the taxable year of the Company
during which the liquidation of the Company occurs
(or, if later, 90 Days after the date of the
liquidation).

(b)      The distribution of cash or property to a Member in
accordance with the provisions of this Section 11.02 constitutes a
complete return to the Member of its Capital Contributions and a
complete distribution to the Member of its Membership Interest and all
the Company's property and constitutes a compromise to which all
Members have consented pursuant to Section 18-502(b) of the Act. To the
extent that a Member returns funds to the Company, it has no claim
against any other Member for those funds.

11.03    DEFICIT CAPITAL ACCOUNTS. No Member will be required to pay to
the Company, to any other Member or to any third party any deficit balance that
may exist from time to time in the Member's Capital Account.

11.04    CERTIFICATE OF CANCELLATION. On completion of the distribution
of Company assets as provided herein, the Members (or such other Person or
Persons as the Act may require or permit) shall file a certificate of
cancellation with the Secretary of State of Delaware, cancel any other filings
made pursuant to Section 2.05, and take such other actions as may be necessary
to terminate the existence of the Company. Upon the filing of such certificate
of cancellation, the existence of the Company shall terminate (and the Term
shall end), except as may be otherwise provided by the Act or other applicable
Law.

ARTICLE 12
GENERAL PROVISIONS

12.01    OFFSET. Whenever the Company is to pay any sum to any Member,
any amounts that Member owes the Company may be deducted from that sum before
payment.

23

12.02    NOTICES. Except as expressly set forth to the contrary in this
Agreement, all notices, requests or consents provided for or permitted to be
given under this Agreement must be in writing and must be delivered to the
recipient in person, by courier or mail or by facsimile or other electronic
transmission. A notice, request or consent given under this Agreement is
effective on receipt by the Member to receive it; provided, however, that a
facsimile or other electronic transmission that is transmitted after the normal
business hours of the recipient shall be deemed effective on the next Business
Day. All notices, requests and consents to be sent to a Member must be sent to
or made at the addresses given for that Member on Exhibit A or in the instrument
described in Section 3.03(b)(iv)(A)(II) or 3.04, or such other address as that
Member may specify by notice to the other Members. Any notice, request or
consent to the Company must be given to all of the Members. Whenever any notice
is required to be given by Law, the Delaware Certificate or this Agreement, a
written waiver thereof, signed by the Person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

12.03    ENTIRE AGREEMENT; SUPERSEDING EFFECT. This Agreement
constitutes the entire agreement of the Members and their Affiliates relating to
the Company and the transactions contemplated hereby and supersedes all
provisions and concepts contained in all prior contracts or agreements between
the Members or any of their Affiliates with respect to the Company and the
transactions contemplated hereby, whether oral or written, except for the
Preliminary Agreement as specifically provided herein, and for liabilities
accrued under the Preliminary Agreement.

12.04    PRESS RELEASES. Each Member agrees that it shall not (and
shall cause its Affiliates not to), without the other Members' consent, issue a
press release or have any contact with or respond to the news media with any
sensitive or Confidential Information, except as required by securities or
similar laws applicable to a Member and its Affiliates. Any press release by a
Member or its Affiliates with respect to any sensitive or Confidential
Information shall be subject to review and approval by the other Party, which
approval shall not be unreasonably withheld.

12.05    EFFECT OF WAIVER OR CONSENT. Except as otherwise provided in
this Agreement, a waiver or consent, express or implied, to or of any breach or
default by any Member in the performance by that Member of its obligations with
respect to the Company is not a consent or waiver to or of any other breach or
default in the performance by that Member of the same or any other obligations
of that Member with respect to the Company. Except as otherwise provided in this
Agreement, failure on the part of a Member to complain of any act of any Member
or to declare any Member in default with respect to the Company, irrespective of
how long that failure continues, does not constitute a waiver by that Member of
its rights with respect to that default until the applicable
statute-of-limitations period has run.

12.06    AMENDMENT OR RESTATEMENT. This Agreement or the Delaware
Certificate may be amended or restated only by a written instrument executed
(or, in the case of the Delaware Certificate, approved) by all of the Members.

12.07    BINDING EFFECT. Subject to the restrictions on Dispositions
set forth in this Agreement, this Agreement is binding on and shall inure to the
benefit of the Members and their respective successors and permitted assigns.

12.08    GOVERNING LAW; CONSTRUCTION. This Agreement is governed by and
shall be construed in accordance with the Law of the state of Delaware,
excluding any conflict-of-laws rule or principle that might refer the governance
or the construction of this agreement to the Law of another jurisdiction. In the
event of a direct conflict between the provisions of this Agreement and any
mandatory, non-waivable provision of the Act, such provision of the Act shall
control.

NRG ENERGY, INC.

By: /s/ David H. Peterson
--------------------------
Name:  David H. Peterson
Title: Chairman, President & CEO

24

25

EXHIBIT 3.65

CERTIFICATE OF INCORPORATION
OF
NRG EL SEGUNDO OPERATIONS INC.

FIRST. The name of the corporation is NRG El Segundo Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Michael J.
Young, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

Michael J. Young
--------------------------------
Michael J. Young
Incorporator

CERTIFICATE OF OWNERSHIP AND MERGER
OF NRG LONG BEACH OPERATIONS INC.
WITH AND INTO
NRG EL SEGUNDO OPERATIONS INC.

Pursuant to Section 253 of the General
Corporation Law of the State of Delaware

NRG El Segundo Operations Inc., a Delaware corporation (the
"Corporation") hereby certifies as follows:

1.       The Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

2.       The Corporation owns all of the outstanding shares of stock of
NRG Long Beach Operations Inc., a Delaware corporation ("Long
Beach").

3.       The Corporation hereby merges Long Beach with and into the
Corporation.

4.       The Board of Directors of the Corporation, by unanimous
written consent dated March 15, 2000, duly adopted resolutions
(a true copy of which is attached hereto as Exhibit A)
authorizing the merger of Long Beach with and into the
Corporation. Such resolutions have not been modified or
rescinded and are in full force and effect on the date hereof.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Ownership and Merger to be executed in its corporate name this 31st day of
March, 2000.

NRG EL SEGUNDO OPERATIONS INC.

By: /s/ Craig A. Mataczynski
----------------------------------
Name:  Craig A. Mataczynski
Title: President

UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
NRG EL SEGUNDO OPERATIONS INC.

The undersigned, being all of the directors of NRG El Segundo
Operations Inc., a Delaware corporation (the "Corporation"), acting pursuant to
Section 141(f) of the General Corporation Law of the State of Delaware, hereby
adopt, by this written consent, the following resolutions and direct that this
written consent be filed with the minutes of the proceedings of the Board of
Directors of the Corporation.

RESOLVED, that the Corporation plans to operate both the Long Beach
Generating Station and the El Segundo Generation Station under contracts with
the owners of such facilities; and further

RESOLVED, that the Corporation, as owner of the stock of NRG Long Beach
Operations Inc., a Delaware corporation ("Long Beach"), desires to merge Long
Beach into the Corporation, and the Corporation shall remain as the surviving
corporation and the separate existence of Long Beach shall cease (the "Merger");
and

RESOLVED, that the appropriate officers of the Corporation be, and each
of them hereby is, authorized and directed, on behalf of and in the name of the
Corporation, to take all such further actions, including, but not limited to,
the preparation, execution, acknowledgment, delivery and filing of such further
agreements, documents and certificates, and making all such payments, including
fees and expenses, as in the judgment of such officer or officers shall be
necessary, desirable or appropriate to carry out and effectuate the intent of
the foregoing resolutions; and further

RESOLVED, that all actions heretofore taken by any officer or director
of the Corporation in connection with the foregoing resolutions are hereby
ratified, confirmed and approved in all respects as the acts and deeds of the
Corporation.

Dated as of March 15, 2000.

/s/ Roy R. Hewitt                               /s/ Louis P. Matis
-----------------------------------             --------------------------------
Roy R. Hewitt                                   Louis P. Matis

/s/ David H. Peterson
-----------------------------------
David H. Peterson

EXHIBIT 3.66

BYLAWS
OF
NRG EL SEGUNDO OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG El Segundo Operations Inc.        Bylaws                              Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG El Segundo Operations Inc.        Bylaws                              Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG El Segundo Operations Inc.        Bylaws                              Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG El Segundo Operations Inc.        Bylaws                              Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG El Segundo Operations Inc.        Bylaws                              Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG El Segundo Operations Inc.        Bylaws                              Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG El Segundo Operations Inc.        Bylaws                              Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG El Segundo Operations Inc.        Bylaws                              Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG El Segundo Operations Inc.        Bylaws                             Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.67

CERTIFICATE OF INCORPORATION
OF
NRG HUNTLEY OPERATIONS INC.

FIRST. The name of the corporation is NRG Huntley Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Karin Wentz,
1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Karin Wentz
--------------------------------
Karin Wentz
Incorporator

EXHIBIT 3.68

BYLAWS
OF
NRG HUNTLEY OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG Huntley Operations Inc.            Bylaws                             Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Huntley Operations Inc.            Bylaws                             Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Huntley Operations Inc.            Bylaws                             Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Huntley Operations Inc.            Bylaws                             Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Huntley Operations Inc.            Bylaws                             Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Huntley Operations Inc.            Bylaws                             Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Huntley Operations Inc.            Bylaws                             Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Huntley Operations Inc.            Bylaws                             Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Huntley Operations Inc.            Bylaws                            Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.69

CERTIFICATE OF INCORPORATION
OF
NRG INTERNATIONAL, INC.

FIRST. The name of the corporation is NRG International, Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Catherine J.
Mocn, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The initial Board of Directors of the corporation is as follows:

Roland J. Jensen
David H. Peterson

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) pursuant to Section 174 of the General Corporation Law of Delaware or
(d) for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Article Ninth by the stockholders of
the corporation shall not adversely affect any right or protection of a director
of the corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is her act and deed and that the facts stated
therein are true.

/s/ Catherine J. Moen
---------------------------------
Catherine J. Moen

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

NRG INTERNATIONAL, INC.

NRG International, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by unanimous
written consent of its members, filed with the minutes of the Board adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of NRG
International, Inc. be amended by changing the FOURTH Article
thereof so that, as amended, said Article shall be and read as
follows:

"The Corporation is authorized to issue two classes of stock to be
designated, respectively, "Capital Stock" and "Preferred Stock." The
total number of shares of stock that the Corporation has authority to
issue is 2,000, of which:

1.       1,000 shares shall be shares of Capital Stock, par
value $1.00 per share (the "Capital Stock"); and

2.       1,000 shares shall be shares of Preferred Stock, no
par value per share (the "Preferred Stock")."

SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.

IN WITNESS WHEREOF, said NRG International, Inc. has caused this
certificate to be signed by Timothy W.J.O'Brien, its Secretary, this 31st day
of August, 2001.

By: Timothy W. J. O'Brien
-----------------------------------
Timothy W. J. O'Brien
Its Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

NRG INTERNATIONAL, INC.

NRG International, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"CORPORATION"),

DOES HEREBY CERTIFY:

FIRST: that the Board of Directors of the Corporation, by the unanimous
written consent of its members in accordance with the provisions of Section 141
of the General Corporation Law of the State of Delaware, adopted a resolution
proposing and declaring advisable the following amendment to the Certificate of
Incorporation of the Corporation:

RESOLVED, that the Certificate of Incorporation of NRG
International, Inc., as amended, be amended by changing the
FOURTH Article thereof so that, as amended, said Article shall
be and read as follows:

"The Corporation is authorized to issue two classes of stock
to be designated, respectively, Common Stock, par value $1.00
per share, and Preferred Stock, no par value. The total number
of shares that the Corporation has authority to issue is 2,000
shares, of which 1,000 shares shall be shares of Common Stock
and 1,000 shares shall be shares of Preferred Stock. The Board
of Directors shall have the authority to issue shares of
Preferred Stock from time to time on such terms as it may
determine, and to divide the Preferred Stock into one or more
series. In connection with the creation of any such series,
the Board of Directors shall have the authority to fix by
resolution or resolutions providing for the issue of shares
thereof the designations, voting powers, preferences and
relative participating, option or other special rights of such
series,

and the qualifications, limitations or restrictions thereof,
to the full extent now or hereafter permitted by law.

SECOND: that in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.

THIRD: that the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 141,228 and 242 of the General Corporation
LAW of the State of Delaware.

IN WITNESS WHEREOF, said Board of Directors of the Corporation has
caused this certificate to be signed by David H. Peterson, its Chairman,
President & CEO and attested by Timothy W.J. O'Brien, its Secretary, this 4th
day of December, 2001.

NRG INTERNATIONAL, INC.

/s/ David H. Peterson
-------------------------------------
By  David H. Peterson
Its Chairman, President & CEO

ATTEST:

/s/ Timothy W. J. O'Brien
---------------------------------
By  Timothy W. J. O'Brien
Its Secretary

-2-

CERTIFICATE OF DESIGNATION OF
A SERIES OF PREFERRED STOCK

NRG INTERNATIONAL, INC.

STATEMENT OF DESIGNATION
OF
RIGHTS, PREFERENCES AND LIMITATIONS
OF
SERIES A CONVERTIBLE PREFERRED STOCK

The undersigned, Timothy W. J. O'Brien, the Secretary of NRG
International, Inc., a Delaware corporation (the "CORPORATION"), hereby
certifies that the following resolutions establishing Series A Convertible
Preferred Stock of the Corporation pursuant to Section 151 of the General
Corporation Law of the State of Delaware were duly adopted by the unanimous
written consent of the members of the Board of Directors:

RESOLVED, that, subject to the filing of the Designation of Rights,
Preferences and Limitations of Preferred Stock attached hereto as
Exhibit A (the "DESIGNATION"), there is hereby created one series of
preferred stock of the Corporation, such series to be known as Series A
Convertible Preferred Stock, and that such series shall have the
rights, powers, preferences and restrictions set forth in the
Designation.

RESOLVED, that the Secretary of the Corporation is hereby authorized
and directed to make, execute and file with the Secretary of State of
the State of Delaware in the manner required by law, the Designation,
and to take all other action he may dem necessary or advisable to
carry into effect the foregoing resolution.

IN WITNESS WHEREOF, I have subscribed my name this 19th day of
December, 2001.

/s/ Timothy W. J. O'Brien
-----------------------------------
Timothy W. J. O'Brien
Secretary

1

EXHIBIT A

DESIGNATION OF RIGHTS AND PREFERENCES OF
SERIES A CONVERTIBLE PREFERRED STOCK OF
NRG INTERNATIONAL, INC.

A.       The Corporation has authority to issue two classes of shares designated
"Common Stock" and "Preferred Stock" respectively. The total number of
shares of capital stock that the Corporation has authority to issue is
2,000. The total number of shares of Common Stock the Coloration has
authority to issue is 1,000. The total number of shares of Preferred
Stock the Corporation has authority to issue is 1,000. The Common Stock
has a par value of $1.00 per share and the Preferred Stock has no par
value pet share.

B.       Five Hundred (500) shares of Preferred Shares are hereby designated
Series A Convertible Preferred Stock (the "Series A Preferred Stock").
The powers, preferences, rights, restrictions and other matters
relating to the Series A Preferred Stock are as follows:

1.       Voting Rights.

(a)      General Rights. Except as otherwise expressly
provided herein or as required by law. at each annual
or special meeting of the stockholders, or, if the
stockholders have the power to act by written
consent, in any action taken by written consent in
lieu thereof, the holders of the Series A Preferred
Stock shall be entitled to vote the shares of the
Series A Preferred Stock equally with the shares of
Common Stock of the Corporation and not as a separate
class. Each holder of the Series A Preferred Stock
shall be entitled to one (1) vote in person or proxy
for each share of the Series A Preferred Stock
standing in such stockholder's name on the stock
transfer records of the Corporation.

(b)      Directors. The holders of the Series A Preferred
Stock, voting as a separate class, shall be entitled
to elect one-quarter (1/4) of the total number of the
members of the Board of Directors of the Corporation
(rounding, if necessary) to the next highest whole
number) at each meeting or pursuant to each consent
of the stockholders of the Corporation for the
election of directors, and to remove from office such
directors and to fill any vacancy caused by the
resignation, death or removal of such directors. The
holders of Common Stock and all other capital stock
possessing voting rights, including the Series A
Preferred Stock, voting together as a single class
shall be entitled to elect all remaining members of
the Board of Directors of the Corporation at each
meeting or pursuant to each consent of the
stockholders of the Corporation for the election of
directors, and to remove from office such directors
and to fill any vacancy caused by the resignation,
death or removal of such directors.

2

2.       Dividend Rights. The holders of the Series A Preferred Stock
shall be entitled to receive dividends out of funds of the
Corporation legally available for such purpose at a fixed rate
of 7.134% per annum. Such dividends shall be paid only when,
as and if declared by the Board of Directors. Such dividends
shall accrue annually, whether or not earned or declared, and
shall be cumulative. If for any year dividends payable shall
not be paid thereon or funds set apart for payment thereof,
the right to such unpaid dividends shall accumulate, whether
or not there are funds of the Corporation legally available
for payment of such dividends. Accumulations of dividends
shall not bear interest So long as shares of the Series A
Preferred Stock are outstanding, no dividends (other than (i)
dividends on Common Stock payable in shares of Common Stock,
(ii) dividends payable in capital stock of the Corporation
that is junior to the Series A Preferred Stock both as to
dividends and liquidation, and (iii) cash in lieu of
fractional shares in connection with such dividends) shall be
paid or declared, in cash or otherwise, nor shall any other
distributions be made, on Common Stock or on any other capital
stock of the Corporation that is junior to the Series A
Preferred Stock as to dividends, unless all dividends on the
Series A Preferred Stock for all current and past annual
dividend periods shall have been paid in full.

3.       Liquidation Rights.

(a)      In the event of a voluntary or involuntary
liquidation, dissolution or winding up of the
Corporation, before any payment shall be made or any
assets distributed to the holders of Common Stock or
any other capital stock of the Corporation that is
junior to the Series A Preferred Stock with respect
to the right to receive payments upon liquidation,
the holders of record of shares of the Series A
Preferred Stock shall be entitled to receive, out of
the assets of the Corporation legally available
therefor, an amount per share of Series A Preferred
Stock equal to the Original Issue Price (as defined
in Section 4(b) below), plus an amount equal to any
accrued and unpaid dividends, up to and including the
date of payment If, upon any such liquidation,
distribution or winding up, the assets of the
Corporation shall be insufficient to make payment in
full to all holders of the Series A Preferred Stock
of the liquidation preference set forth in (his
Section 3(a), then such assets shall be distributed
among me holders of the Series A Preferred Stock at
the time outstanding ratably in proportion to the
full amount to which they would otherwise be
respectively entitled.

(b)      After the payment of the full liquidation preference
of the Series A Preferred Stock as set forth in
Section 3(a) above, the assets of the Corporation
legally available for distribution, if any, shall be
distributed to the holders of any other capital stock
of the Corporation, including, but not limited to
Common Stock, in accordance with, and to the extent
of, their liquidation rights and preferences.

(c)      Nothing in this Section 3 shall preclude the holders
of shares of the Series A Preferred Stock from
converting their shares of the Series A Preferred

3

Stock to Common Stock prior to such liquidation,
dissolution or winding up in accordance with the
provisions of Section 4 below.

(d)      The merger or consolidation of the Corporation into
or with another corporation (other than a merger
which will not result in more than fifty percent
(50%) of the voting power of the outstanding capital
stock of The surviving or resulting corporation
outstanding immediately after the effective date of
such merger being owned of record or beneficially by
persons other than the holders of such voting power
of the outstanding capital stock immediately prior to
such merger), or the sale, conveyance or transfer of
all or substantially all of the assets of the
Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation for
purposes of this Section 3 with respect to the Series
A Preferred Stock. The amount deemed distributed in
connection with a transaction referred to in this
Section 3(d) shall be the cash or the value of the
property, rights or other securities distributable by
the acquiring person, firm or other entity as part of
such transaction. Wherever a distribution provided
for in this Section 3 is payable in property other
than in cash, the value of such distribution shall be
the fair market value of such property as determined
in good faith by the Board of Directors of the
Corporation.

4.       Conversion Rights. The holders of the Series A Preferred Stock
shall have the following conversion rights:

(a)      Optional Conversion. Subject to and in compliance
with the provisions of (his Section 4, any shares of
the Series A Preferred Stock, at the option of the
holder or holders, may be converted at any time or
from time to time into fully-paid and non-assessable
shares (calculated as to each conversion to the
nearest smaller whole share) of Common Stock (except
that upon any liquidation of the Corporation the
right of conversion thereof shall terminate at the
close of business on the last business day next
preceding the date fixed for payment of the amount
distributable with respect to such shares of the
Series A Preferred Stock). The number of shares of
Common Stock to which a holder of the Series A
Preferred Stock shall be entitled upon conversion
shall be the product obtained by multiplying the
Applicable Conversion Rate for the Series A Preferred
Stock (as determined in Section 4(b)) by the number
of shares of the Series A Preferred Stock being
converted.

(b)      Applicable Conversion Rate. The conversion rate in
effect at any time for conversion of the Series A
Preferred Stock (the "Applicable Conversion Rate"),
shall be the quotient obtained by dividing (i) the
Original Issue Price (as defined below) of the Series
A Preferred Stock by (ii) the Applicable Conversion
Value, calculated as provided in Section 4(c) below.
The "Original Issue Price" of the Series A Preferred
Stock shall be US $1,000,000.00

4

(c)      Applicable Conversion Value. The "Applicable
Conversion Value" for the Series A Preferred Stock
shall be the fair market value of one (1) share of
Common Stock, as determined in good faith by the
Board of Directors of the Corporation, at the close
of business on the Conversion Date (as defined in
Section 4(d) below).

(d)      Exercise of Conversion Privilege. To exercise the
conversion privilege, a holder of shares of the
Series A Preferred Stock shall surrender the
certificate or certificates representing the shares
being converted together with written notice of such
conversion to the Corporation at its principal office
or to the transfer agent, if any, which has been
designated by the Corporation. Such notice shall
state the name or names (with address or addresses)
in which the certificate or certificates for shares
of Common Stock issuable upon conversion shall be
issued. The certificate or certificates for shares of
the Series A Preferred Stock surrendered for the
conversion shall be duly endorsed in blank or
accompanied by proper assignment thereof to the
Corporation duly endorsed in blank. In the event that
the certificate or certificates representing the
shares being converted have been lost, stolen or
destroyed, the holder of such shares shall execute an
agreement and an affidavit of loss satisfactory to
the Corporation to indemnify the Corporation (with
surety if requested) from any loss incurred by it in
connection therewith. The date when such written
notice Is received by the Corporation, together with
the certificate or certificates, or the agreement and
affidavit of loss, representing the shares being
converted, shall be the "Conversion Date." As
promptly as practicable after the Conversion Date,
the Corporation shall issue and deliver to the holder
or holders of the shares of the Series A Preferred
Stock being converted: (i) such certificate or
certificates as the holder or holders may request for
the number of whole shares of Common Stock issuable
upon the conversion of such shares of the Series A
Preferred Stock in accordance with the provisions of
this Section 4; (ii) cash or, to the extent
sufficient funds are not then legally available
therefore, in Common Stock (at the fair market value
of one (1) share of Common Stock, as determined in
good faith by the Board of Directors of the
Corporation) any declared and unpaid dividends on the
shares of the Series A Preferred Stock being
converted; and (iii) cash, as provided in Section
4(h). in respect of any fraction of a share of Common
Stock otherwise issuable upon such conversion. Such
conversion .shall be deemed to have been effected
immediately prior to the close of business on the
Conversion Date, and at such time the rights of the
holder or holders as holder or holders of the
converted shares of the Series A Preferred Stock
shall cease and the person or persons in whose name
or names any certificate or certificates for shares
of Common Stock shall be issuable upon such
conversion shall be deemed to have become the holder
or holders of record of the shares of Common Stock
represented thereby.

5

(e)      Dividends. In the event the Corporation shall make or
issue, or fix a record date for the determination of
holders of Common Stock entitled to receive, a
dividend or other distribution (other than a
distribution in liquidation or other distribution
provided for herein) payable in securities of the
Corporation other than shares of Common Stock or in
assets (excluding ordinary cash dividends paid out of
retained earnings), then and in each such event,
provision shall be made so mat the holders of the
Series A Preferred Stock shall receive upon
conversion of the Series A Preferred Stock, in
addition to the number of shares of Common Stock
receivable thereupon, the number of securities or
such other assets of the Corporation which they would
have received had their shares of the Series A
Preferred Stock been converted into Common Stock on
the record date of such event and had they
thereafter, during the period from the date of such
event to and including the Conversion Date, retained
such securities or such other assets receivable by
them as aforesaid during such period, giving
application to all adjustments called for during such
period under this Section 4 with respect to the
rights of the holders of shares of the Series A
Preferred Stock.

(f)      Capital Reorganization or Reorganization. If at
any time, or from time to time, the Common Stock
issuable upon the conversion of the Series A
Preferred Stock shall be changed into the came or a
different number of shares of any series or classes
of stock, whether by capital reorganization,
reclassification or otherwise (other than a
subdivision or combination of shares or stock
dividend provided for elsewhere in this Section 4, or
a reorganization, merger, consolidation or sale of
assets provided for elsewhere in this Section 4),
then and in each such event each holder of the Series
A Preferred Stock shall have the right thereafter to
convert its shares of the Series A Preferred Stock
into the kind and amount of shares of stock and other
securities and property receivable by such holders
upon such reorganization, reclassification or other
change equal to the number of shares of Common Stock
into which such shares of the Series A Preferred
Stock might have been converted immediately prior to
such reorganization, reclassification or change, all
subject to further adjustment as provided herein.

(g)      Capital Reorganization, Merger or Sale of Assets. If
at any time, or from time to time, there shall be a
capital reorganization of the Common Stock (other
than a subdivision, combination, reclassification or
exchange of shares provided for elsewhere in this
Section 4) or a. merger or consolidation of the
Corporation with or into another corporation, or the
sale of all or substantially all of the Corporation's
properties and assets to any other person (other than
an event described in Section 3(d)), then, as a part
of such reorganization, merger, consolidation or
sale, provision shall be made so that the holders of
the Series A Preferred Stock shall be entitled to
receive upon consummation of such transaction, the
number of shares of stock or other securities or
property of the Corporation, or of the

6

successor corporation resulting from such merger,
consolidation or sale, to which a holder of Common
Stock issuable upon conversion would have been
entitled upon consummation of such capital
reorganization, merger; consolidation or sale had
such holder's shares of the Series A Preferred Stock
been converted into Common Stock prior to such
capital reorganization, merger, consolidation or
sale, provided that no such I provision shall be
deemed to constitute the consent of the holders of
the Series A Preferred Stock to any such transaction
if such consent is required by the Certificate of
Incorporation of the Corporation or under applicable
law.

(h)      Mandatory Conversion. All outstanding shares of the
Series A Preferred Stock will automatically be
converted into shares of Common Stock in the event
that fifty percent (50%) or more of the total number
of shares of the Series A Preferred Stock issued by
the Corporation are converted pursuant to Section
4(a) above. The number of shares of Common Stock to
which a holder of the Series A Preferred Stock shall
be entitled upon automatic conversion shall be the
product obtained by multiplying the Applicable
Conversion Rate far the Series A Preferred Stock (as
determined in Section 4(b)) by the number of shares
of the Series A Preferred Stock standing in such
stockholder's name on the stock transfer records of
the Corporation. Upon such automatic conversion, the
outstanding shares of the Series A Preferred Stock
will be converted automatically without any further
action by the holders of such shares and whether or
not the certificates representing such shares are
surrendered to the Corporation or the transfer agent,
if any, designated by the Corporation; provided,
however, that the Corporation shall not be obligated
to issue certificates evidencing the shares of Common
Stock issuable upon such conversion unless the
certificates evidencing such shares of the Series A
Preferred Stock are either delivered to the
Corporation or its transfer agent as provided below,
or the holder notifies the Corporation or its
transfer agent that such certificates have been lost,
stolen or destroyed and executes an agreement and an
affidavit of loss satisfactory to the Corporation to
indemnify the Corporation (with surety if requested)
from any loss incurred by it in connection therewith.
Upon the occurrence of such automatic conversion of
the Series A Preferred Stock, the holders of the
Series A Preferred Stock shall surrender the
certificate or certificates, or the agreement and
affidavit of loss, representing such shares to the
Corporation at its principal office or to its
transfer agent As promptly as practicable after the
automatic conversion, the Corporation shall issue and
deliver to the holder or holders of the shares of the
Series A Preferred Stock being automatically
converted: (i) such certificate or certificates as
the holder or holders may request for the number of
whole shares of Common Stock into which the shares of
the Series A Preferred Stock surrendered were
convertible on the date on which such automatic
conversion occurred; (ii) cash, as provided in
Section 4(d), in respect of any declared and unpaid
dividends on the shares of the Series A Preferred

7

Stock being automatically converted and (iii) cash,
as provided in Section 4(h), in respect of any
fraction of a share of Common Stock otherwise
issuable upon such automatic conversion.

(i)      Cash in Lieu of Fractional Shares. No fractional 
shares of Common Stock or scrip representing
fractional shares shall be issued upon the conversion
of shares of the Series A Preferred Stock. Instead of
any fractional shares of Common Stock which would
otherwise be issuable upon conversion of the Series A
Preferred Stock, the Corporation shall pay to the
holder of the shares of the Series A Preferred Stock
which were converted a cash adjustment in respect of
such fractional shares in an amount equal to the same
fraction of the fair market value of one (1) share of
Common Stock (as determined in good faith by the
Board of Directors) at the close of business on the
Conversion Date or the date of automatic conversion.
The determination as to whether or not to make any
cash payment in lieu of the issuance of fractional
shares shall be based upon the total number of shares
of the Series A Preferred Stock being converted at
any one time by any holder thereof; and not upon each
share of the Series A Preferred Stock being
converted.

(j)      Partial Conversion. In the event that some but not
all of the shares of the Series A Preferred Stock
represented by a certificate or certificates
surrendered by a holder are converted, the
Corporation shall execute and deliver to or on the
order of the holder, at the expense of the
Corporation, a new certificate representing (he
number of shares of The Series A Preferred Stock
which were not converted.

(k)      Reservation of Common Stock. The Corporation shall at
all times reserve and keep available out of its
authorized but unissued shares of Common Stock,
solely for the purpose of effecting the conversion of
the shares of the Series A Preferred Stock, such
number of its shares of Common Stock as shall from
time to time be sufficient to effect the conversion
of all outstanding shares of the Series A Preferred
Stock, and if at any time the number of authorized
but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all then
outstanding shares of the Series A Preferred Stock,
the Corporation shall take such corporate action,
subject to the terms of its Certificate of
Incorporation and applicable law, as may be necessary
to increase its authorized but unissued shares of
Common Stock at least to such number of shares as
shall be sufficient for such purpose.

(l)      Issue Tax. The issuance of certificates for shares of
Common Stock upon conversion of shares of the Series
A Preferred Stock shall be made without charge to the
holders thereof for any issuance tax in respect
thereof, provided that the Corporation shall not be
required to pay any tax which may be payable in
respect of any transfer involved in the issuance and

8

delivery of any certificate in a name other than that
of the holder of shares of the Series A Preferred
Stock which is being converted.

(m)      Closing of Books. The Corporation shall at no time
close its transfer books against the transfer of
shares of the Series A Preferred Stock or of any
shares of Common Stock issued or issuable upon the
conversion of the Series A Preferred Stock in any
manner which interferes with the timely conversion
of shares of the Series A Preferred Stock, except' as
may otherwise be required to comply with applicable
securities laws.

5.       Redemption Rights. Except as otherwise required by law, the
holders of shares of the Series A Preferred Stock shall not be
entitled to any redemption rights.

6.       Transferability. The holders of shares of the Series A
Preferred Stock shall not be entitled to sell, assign or
otherwise transfer the shares of the Series A Preferred Stock
Series to any person or entity other than NRG Energy, Inc. or
its affiliates.

9

CERTIFICATE OF CONVERSION
FROM A CORPORATION TO A LIMITED LIABILITY COMPANY
PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL
CORPORATION LAW

1. The name of the corporation is NRG International, Inc.

2. The date on which the original Certificate of Incorporation was
filed with the Secretary of State is October 21,1992.

3. The name of the limited liability company into which the corporation
is being converted is NRG International LLC.

4. The conversion has been approved in accordance with the provisions
of Section 266.

By: Timothy W. J. O'Brien
-----------------------------
Timothy W. J. O'Brien
Secretary

CERTIFICATE OF FORMATION
OF
NRG INTERNATIONAL LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NRG
International LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Timothy W.J. O'Brien, NRG Energy, Inc., 901
Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG International LLC this 18th day of November 2002.

/s/ Timothy W. J. O'Brien
--------------------------------
Timothy W. J.O'Brien
Authorized Person

EXHIBIT 3.70

LIMITED LIABILITY COMPANY AGREEMENT

OF

NRG INTERNATIONAL LLC

(A DELAWARE LIMITED LIABILITY COMPANY)

This LIMITED LIABILITY COMPANY AGREEMENT of NRG International LLC,
dated as of November 18, 2002, is hereby adopted, executed and agreed to by its
sole Member (as defined below).

1. FORMATION. NRG International LLC (the "Company") was formed on
November 19, 2002, as a Delaware limited liability company under and pursuant to
the Delaware Limited Liability Company Act, as amended (the "Act").

2. TERM. The Company shall have a perpetual existence.

3. MEMBER. NRG Energy, Inc., a Delaware corporation, is the sole member
of the Company (such member or its successors, the "Member").

4. ALLOCATION OF PROFITS AND LOSSES. The Member shall be allocated 100%
of all profits, losses, gains, deductions and credits with respect to the
operations of the Company.

5. PURPOSES. The purpose of the Company is to carry on any lawful
business, purpose or activity for which a limited liability company may be
formed under the Act. The Company shall have all of the powers to conduct such
business as permitted under the Act.

6. CONTRIBUTIONS. The Member's initial capital contribution is set
forth on Exhibit A. Without creating any rights in favor of any third party, the
Member may, from time to time, make additional contributions of cash or property
to the capital of the Company, but shall have no obligation to do so.

7. DISTRIBUTIONS. The Member shall be entitled (a) to receive all
distributions (including, without limitation, liquidating distributions) made by
the Company and (b) to enjoy all other rights, benefits and interests in the
Company.

8. MANAGEMENT. The management of the Company is fully reserved to the
Member, and the Company shall not have "managers" as that term is used in the
Act. The powers of the Company shall be exercised by or under the authority of,
and the business and affairs of the Company shall be managed under the direction
of, the Member, who shall make all decisions and take all actions for the
Company. The Member may from time to time delegate to one or more persons such
authority as the Member may deem advisable and may elect one or more persons as
president, vice presidents, secretary, assistant secretary, treasurer, assistant
treasurer or any other title of an officer of the Company as determined by the
Member to act on behalf of the Company with respect to any matter or matters
delegated

to such person by the Member. The Member may, at any time, rescind any such
delegation and remove any person from an office to which such person was elected
by the Member. No officer need be a resident of the State of Delaware. Unless
the Member decides otherwise, the Company may have the following officers:

a.   PRESIDENT. The President shall have the active, executive
management of the operations of the Company, subject
however to the control of the Member. The President
shall, in general, perform all duties incident to the
office of president and such other duties as from time to
time may be assigned to him or her by the Member.

b.   VICE PRESIDENT. Vice Presidents shall have such powers
and perform such duties as the Member may from time to
time prescribe or as the President may from time to time
delegate to him or her. At the request of the President,
one or more Vice Presidents may temporarily act in place
of the President. In case of the death, absence or
inability to act of the President, the Member may
designate one or more Vice Presidents to perform the
duties of the President.

c.   TREASURER. The Treasurer shall be the principal financial
officer of the Company; shall have charge and custody of
an be responsible for all funds of the Company and
deposit all such funds in the name of the Company in such
banks, trust companies or other depositories as shall be
selected by the Member; shall receive and give receipts
for moneys due and payable to the Company from any
source; and, in general, shall perform all the duties
incident to the office of treasurer and such other duties
as from time to time may be assigned by the Member or by
the President. The Treasurer shall render to the
President and the Member, whenever the same shall be
required, an account of all transactions accomplished as
treasurer and of the financial condition of the Company.

d.   SECRETARY. The Secretary shall keep or cause to be kept
the minutes of any Company meetings; shall see that all
notices are duly given in accordance with the provisions
of applicable law; shall be custodian of the records;
and, in general, shall perform all duties incident to the
office of the secretary and such other duties as may from
time to time be assigned by the Member or by the
President.

e.   ASSISTANT SECRETARIES. Assistant Secretaries shall have
such powers and perform such duties as the Member may
from time to time prescribe or as the Secretary may from
time to time delegate to him or her. At the request of
the Member or the Secretary, one or more Assistant
Secretaries may temporarily act in place of the
Secretary. In the case of the death, absence or inability
to act of the Secretary, the Member may designate one or
more Assistant Secretaries to perform the duties of the
Secretary.

2

9. TAX MATTERS. The Member intends that the Company be treated as a
"partnership" for tax purposes during all periods during which more than one
person or entity owns an interest in the Company for federal income tax
purposes, and as a disregarded entity for tax purposes during all periods during
which only one person or entity owns an interest in the Company for federal
income tax purposes. The Company and the Member shall comply with all
requirements of the Internal Revenue Code of 1986, as amended, with respect to
the Company.

10. TRANSFERS. The Member may freely transfer all or any part of its
membership interest in the Company at any time, and any such transferee shall
become an additional or substituted Member of the Company, as applicable, with
full rights of a Member as set forth herein and in the Act.

11. DISSOLUTION. The Company shall dissolve and its affairs shall be
wound up at such time, if any, as the Member may elect or as may be required
under the Act. No other event will cause the Company to dissolve.

12. GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS CONFLICT OF
LAWS RULES).

IN WITNESS WHEREOF, the Member has executed this Agreement as of the
date first above written.

NRG ENERGY, INC.

/s/ Scott J. Davido
----------------------------------------------
By:  Scott J. Davido
Its: Senior Vice President & General Counsel

3

EXHIBIT A

MEMBER:      NRG ENERGY, INC.

CAPITAL CONTRIBUTION   NUMBER OF UNITS     % OWNERSHIP         PARENT COMPANIES
--------------------------------------------------------------------------------
$1,000.00                  1,000              100%            NRG Energy, Inc.

EXHIBIT 3.71

CERTIFICATE OF FORMATION
OF
NRG KAUFMAN LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NRG Kaufman
LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is William H. Rice, II, NRG Energy, Inc., 901
Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG Kaufman LLC this 8th day of December, 2000.

/s/ William H. Rice, II
--------------------------------
William H. Rice, II
Authorized Person

EXHIBIT 3.72

AMENDMENT TO THE
LIMITED LIABILITY COMPANY AGREEMENT OF
NRG KAUFMAN LLC
A DELAWARE LIMITED LIABILITY COMPANY

THIS AMENDMENT (the "Amendment") to the Limited Liability Company Agreement
of NRG Kaufman LLC, a Delaware limited liability company (the "Company"), dated
as of November 15, 2002 (the "Effective Date"), is adopted, executed and agreed
to by the undersigned, NRG Energy, Inc., a Delaware corporation and the sole
member of the Company (the "Member"), and Robert A. Sagedy, Jr., the Independent
Member of the Company (the "Independent Member").

WHEREAS, the Member has entered into a Limited Liability Company Agreement
dated December 20, 2000 in respect of the Company, which provides that the
unanimous consent of the Members and at least one Independent Member shall be
required to take certain actions; and

WHEREAS, the Member and the Independent Member deem it to be advisable and
in the best interests of the Company to amend the provision in the Limited
Liability Company Agreement requiring the unanimous consent of the Members and
the Independent Member and certain other provisions referencing such Independent
Member.

NOW THEREFORE, in consideration of the foregoing, the Member and the
Independent Member hereby amend the Limited Liability Company Agreement as
follows:

(1)  Section 3.08 is hereby amended and restated in its entirety to
read as follows:

" WITHDRAWAL. A Member may not withdraw or resign from the Company;
provided, however, that the Independent Member may resign at any time,
and such resignation shall become effective upon acceptance by the
Company."

(2)  Section 6.05 is hereby deleted in its entirety and is replaced by
the words "Intentionally Omitted."

Except as expressly amended hereby, all of the terms and provisions of the
Limited Liability Company Agreement are and shall remain in full force and
effect.

IN WITNESS WHEREOF, the Member and the Independent Member hereto have
caused this Amendment to be duly executed as of the date first above written.

NRG ENERGY, INC.

By: /s/ Richard C. Kelly
-------------------------------------------
Name: Richard C. Kelly
Its:  President and Chief Operating Officer

By: /s/ Robert A. Sagedy
-------------------------------------------
Name: Robert A. Sagedy, Jr.
Independent Member

LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG KAUFMAN LLC
A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF NRG KAUFMAN LLC (this
"Agreement"), dated December 20, 2000 (the "Effective Date"), is adopted,
executed and agreed to, for good and valuable consideration, by the Members (as
defined below).

RECITALS

1.   NRG Energy, Inc., a Delaware limited liability company ("NRG"), has
agreed to become the sole Member of the Company (as defined below).

2.   NRG now desires to enter into this Agreement with respect to various
matters relating to the Company.

ARTICLE 1
DEFINITIONS

1.01 DEFINITIONS. As used in this Agreement, the following terms have the
respective meanings set forth below or set forth in the Sections referred to
below:

ACT - the Delaware Limited Liability Company Act.

AFFECTED MEMBER - Section 9.01.

AFFILIATE - with respect to any Person, (a) each entity that such
Person Controls; (b) each Person that Controls such Person, including, in
the case of a Member, such Member's Parent; and (c) each entity that is
under common Control with such Person, including, in the case of a Member,
each entity that is Controlled by such Member's Parent.

AGREEMENT - introductory paragraph.

ALTERNATE REPRESENTATIVE - Section 6.02(a)(i).

ASSIGNEE - any Person that acquires a Membership Interest or any
portion thereof through a Disposition; provided, however, that, an Assignee
shall have no right to be admitted to the Company as a Member except in
accordance with Section 3.03(b)(iii).

BANKRUPTCY OR BANKRUPT - with respect to any Person, that (a) such
Person (i) makes a general assignment for the benefit of creditors; (ii)
files a voluntary bankruptcy petition; (iii) becomes the subject of an
order for relief or is declared insolvent in any federal or state 
bankruptcy or insolvency proceedings; (iv) files a petition or answer
seeking for such Person a reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any Law;
(v) files an answer or other pleading admitting or failing to contest the
material allegations of a petition filed against such Person in a
proceeding of the type described in subclauses (i) through (iv) of this
clause (a); or (vi) seeks, consents to, or acquiesces in the appointment of
a trustee, receiver, or liquidator of such Person or of all or any
substantial part of such Person's properties; or (b) against such Person, a
proceeding seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any Law has been
commenced and 60 Days have expired without dismissal thereof or with
respect to which, without such Person's consent or acquiescence, a trustee,
receiver, or liquidator of such Person or of all or any substantial part of
such Person's properties has been appointed and 60 Days have expired
without the appointment's having been vacated or stayed, or 60 Days have
expired after the date of expiration of a stay, if the appointment has not
previously been vacated.

1

BUSINESS DAY - any day other than a Saturday, a Sunday, or a holiday
on which national banking associations in Minnesota, Louisiana, Texas or
New York are not open for business.

BUYOUT EVENT - Section 9.01.

CAPITAL ACCOUNT - the account to be maintained by the Company for each
Member in accordance with Section 4.06.

CAPITAL CONTRIBUTION - with respect to any Member, the amount of money
and the net agreed value of any property (other than money) contributed to
the Company by the Member. Any reference in this Agreement to the Capital
Contribution of a Member shall include a Capital Contribution of its
predecessors in interest.

CERTIFIED PUBLIC ACCOUNTANTS - a firm of independent public
accountants selected from time to time by the Management Committee.

CHANGE OF MEMBER CONTROL - with respect to any Member, an event (such
as a Disposition of voting securities) that causes such Member to cease to
be Controlled by such Member's Parent; provided, however, that an event
that causes any of such Member's Parents to be Controlled by another Person
shall not constitute a Change of Member Control.

CLAIM - any and all judgments, claims, causes of action, demands,
lawsuits, suits, proceedings, Governmental investigations or audits,
losses, assessments, fines, penalties, administrative orders, obligations,
costs, expenses, liabilities and damages (whether actual, consequential or
punitive), including interest, penalties, reasonable attorney's fees,
disbursements and costs of investigations, deficiencies, levies, duties and
imposts.

CODE - the Internal Revenue Code of 1986, as amended.

COMPANY - NRG Kaufman LLC, a Delaware limited liability company.

CONFIDENTIAL INFORMATION - information and data (including all copies
thereof) that is furnished or submitted by any of the Members or their
Affiliates, whether oral (and if oral, reduced to writing and marked
"confidential" within 10 days of disclosure), written, or electronic, on a
confidential basis to the other Members or their Affiliates in connection
with the Company, and any and all of the activities and studies performed
pursuant to this Agreement or any Project Agreement, and the resulting
information and data obtained from those studies. Notwithstanding the
foregoing, the term "Confidential Information" shall not include any
information that:

(a)  is in the public domain at the time of its disclosure or
thereafter (other than as a result of a disclosure directly or
indirectly by a Member or its Affiliates in contravention of this
Agreement or any Project Agreement);

(b)  as to any Member, was in the possession of such Member or
its Affiliates prior to the execution of this Agreement; or

(c)  is engineering information (for example, heat balance and
capital cost information) that has been independently acquired or
developed by a Member or its Affiliates without violating any of the
obligations of such Member or its Affiliates under this Agreement.

CONTROL - the possession, directly or indirectly of either of the
following:

(a)  (i) in the case of a corporation, more than 50% of the
outstanding voting securities thereof; (ii) in the case of a limited
liability company, partnership, limited partnership or venture, the
right to more than 50% of the distributions therefrom (including
liquidating distributions); (iii) in the case of a trust or estate,
including a business trust, more than 50% of the

2

beneficial interest therein; and (iv) in the case of any other entity,
more than 50% of the economic or beneficial interest therein; or

(b)  in the case of any entity, the power or authority, through
ownership of voting securities, by contract or otherwise, to exercise
a controlling influence over the management of the entity.

DAY - a calendar day; provided, however, that if any period of Days
referred to in this Agreement shall end on a Day that is not a Business
Day, then the expiration of such period shall be automatically extended
until the end of the first succeeding Business Day.

DEFAULT - the failure of a Member to comply in any material respect
with any of its material agreements, covenants or obligations under this
Agreement; the failure of any representation or warranty made by a Member
in this Agreement to have been true and correct in all material respects at
the time it was made; or the failure of a Member, without justified cause,
to take any action materially necessary for the progress of the Project
consistent with or required by the terms of this Agreement (including
participating in meetings or decisions).

DEFAULT RATE - a rate per annum equal to the lesser of (a) a varying
rate per annum equal to the sum of (i) the prime rate as published in The
Wall Street Journal, with adjustments in that varying rate to be made on
the same date as any change in that rate is so published, plus (ii) 3% per
annum, and (b) the maximum rate permitted by Law.

DEFERRED AMOUNT - Section 9.03(c).

DELAWARE CERTIFICATE - Section 2.01.

DISPOSE, DISPOSING OR DISPOSITION - with respect to any asset
(including a Membership Interest or any portion thereof), a sale,
assignment, transfer, conveyance, gift, exchange or other disposition
(other than the pledge or assignment to any creditor of the Company or the
Member, or any collateral agent for such creditor, of any Membership
Interest as security for the indebtedness to such creditor) of such asset,
whether such disposition be voluntary, involuntary or by operation of Law,
including the following: (a) in the case of an asset owned by a natural
person, a transfer of such asset upon the death of its owner, whether by
will, intestate succession or otherwise; (b) in the case of an asset owned
by an entity, (i) a merger or consolidation of such entity (other than
where such entity is the survivor thereof), (ii) a conversion of such
entity into another type of entity, or (iii) a distribution of such asset,
including in connection with the dissolution, liquidation, winding-up or
termination of such entity (unless, in the case of dissolution, such
entity's business is continued without the commencement of liquidation or
winding-up); and (c) a disposition in connection with, or in lieu of, a
foreclosure of an Encumbrance; but such terms shall not include the
creation of an Encumbrance.

DISPUTE - Section 10.01.

DISPUTE NOTICE - Section 10.02.

DISPUTING MEMBER - Section 10.01.

DISSOLUTION EVENT - Section 11.01 (a).

EFFECTIVE DATE - introductory paragraph.

ENCUMBER, ENCUMBERING, OR ENCUMBRANCE - the creation of a security
interest, lien, pledge, mortgage or other encumbrance, whether such
encumbrance be voluntary, involuntary or by operation of Law; provided,
however, that the pledge or assignment to any creditor of the Company or
NRG or any collateral agent for such creditor, of any Membership Interest
as security for the indebtedness to such creditor shall not be deemed to be
an Encumbrance thereof.

3

FAIR MARKET VALUE - Section 9.03.

GOVERNMENTAL AUTHORITY (OR GOVERNMENTAL) - a federal, state, local or
foreign governmental authority; a state, province, commonwealth, territory
or district thereof; a county or parish; a city, town, township, village or
other municipality; a district, ward or other subdivision of any of the
foregoing; any executive, legislative or other governing body of any of the
foregoing; any agency, authority, board, department, system, service,
office, commission, committee, council or other administrative body of any
of the foregoing; any court or other judicial body; and any officer,
official or other representative of any of the foregoing.

INCLUDING - including, without limitation.

INDEPENDENT MEMBER - means a natural person who is not an officer,
director, agent, employee or representative of the Company, NRG; or any
Affiliate of any of the foregoing.

LAW - any applicable constitutional provision, statute, act, code
(including the Code), law, regulation, rule, ordinance, order, decree,
ruling, proclamation, resolution, judgment, decision, declaration, or
interpretative or advisory opinion or letter of a Governmental Authority
having valid jurisdiction.

LENDING MEMBER - Section 4.03(a)(ii).

LOAN DOCUMENTS - any and all documents relating to money borrowed by
Northeast, including money borrowed through public or private sales of its
debt securities, as the same may be amended or restated from time to time.

MANAGEMENT COMMITTEE - Section 6.02.

MEMBER - any Person executing this Agreement as of the date of this
Agreement as a member or hereafter admitted to the Company as a member as
provided in this Agreement, but such term does not include any Person who
has ceased to be a member in the Company.

MEMBERSHIP INTEREST - with respect to any Member, (a) that Member's
status as a Member; (b) that Member's share of the income, gain, loss,
deduction and credits of, and the right to receive distributions from, the
Company; (c) all other rights, benefits and privileges enjoyed by that
Member (under the Act, this Agreement, or otherwise) in its capacity as a
Member, including that Member's rights to vote, consent and approve and
otherwise to participate in the management of the Company, including
through the Management Committee; and (d) all obligations, duties and
liabilities imposed on that Member (under the Act, this Agreement or
otherwise) in its capacity as a Member, including any obligations to make
Capital Contributions.

NON-CONTRIBUTING MEMBER - Section 4.03(a).

NRG - NRG Energy, Inc., a Delaware Corporation.

OFFICER - any Person designated as an officer of the Company as
provided in Section 6.02(j), but such term does not include any Person who
has ceased to be an officer of the Company.

OUTSIDE ACTIVITIES - Section 6.05(b).

PARENT - if applicable to a Member, the company or companies set forth
opposite the name of such Member on Exhibit A.

PERMITS - all permits, licenses, approvals or other actions of
Governmental Authorities that are required for the ownership and operation
of the Project, as contemplated by this Agreement.

PERSON - the meaning assigned that term in Section 18-101(11) of the
Act and also includes a Governmental Authority and any other entity.

4

PURCHASE PRICE - Section 9.03.

REPRESENTATIVE - Section 6.02(a)(i).

SECURITIES ACT - the Securities Act of 1933.

SELLER - Atlantic City Electric Company, a New Jersey corporation.

SHARING RATIO - subject in each case to adjustments in accordance with
this Agreement or in connection with Dispositions of Membership Interests,
(a) in the case of a Member executing this Agreement as of the date of this
Agreement or a Person acquiring such Member's Membership Interest, the
percentage specified for that Member as its Sharing Ratio on Exhibit A, and
(b) in the case of Membership Interest issued pursuant to Section 3.04, the
Sharing Ratio established pursuant thereto; provided, however, that the
total of all Sharing Ratios shall always equal 100%.

SOLE DISCRETION - a Member's sole and absolute discretion, with or
without cause, and subject to whatever limitations or qualifications the
Member may impose.

TAX MATTERS MEMBER - Section 7.03(a).

TERM - Section 2.06.

TERMINATED MEMBER - Section 9.05.

TREASURY REGULATIONS - the regulations (including temporary
regulations) promulgated by the United States Department of the Treasury
pursuant to and in respect of provisions of the Code. All references herein
to sections of the Treasury Regulations shall include any corresponding
provision or provisions of succeeding, similar or substitute, temporary or
final Treasury Regulations.

Other terms defined herein have the meanings so given them.

1.02 CONSTRUCTION. Unless the context requires otherwise: (a) the gender
(or lack of gender) of all words used in this Agreement includes the masculine,
feminine, and neuter; (b) references to Articles and Sections refer to Articles
and Sections of this Agreement; (c) references to Exhibits refer to the Exhibits
attached to this Agreement, each of which is made a part hereof for all
purposes; (d) references to Laws refer to such Laws as they may be amended from
time to time, and references to particular provisions of a Law include any
corresponding provisions of any succeeding Law; and (e) references to money
refer to legal currency of the United States of America.

ARTICLE 2
ORGANIZATION

2.01 FORMATION. The Company has been organized as a Delaware limited
liability company by the filing of a Certificate of Formation (the "Delaware
Certificate"), dated December_______, 2000 the "Formation Date"), with the
Secretary of State of Delaware pursuant to the Act.

2.02 NAME. The name of the Company is "NRG Kaufman LLC" and all Company
business must be conducted in that name or such other names that comply with Law
as the Management Committee may select.

2.03 REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE IN THE UNITED
STATES; OTHER OFFICES. The registered office of the Company required by the Act
to be maintained in the State of Delaware shall be the office of the initial
registered agent named in the Delaware Certificate or such other office (which
need not be a place of business of the Company) as the Management Committee may
designate in the manner provided by Law. The registered agent of the Company in
the State of Delaware shall be the initial registered agent named in the
Delaware

5

Certificate or such other Person or Persons as the Management Committee may
designate in the manner provided by Law. The principal office of the Company in
the United States shall be at such place as the Management Committee may
designate, which need not be in the State of Delaware, and the Company shall
maintain records there or such other place as the Management Committee shall
designate and shall keep the street address of such principal office at the
registered office of the Company in the State of Delaware. The Company may have
such other offices as the Management Committee may designate.

2.04 PURPOSES. The purpose of the Company shall be the ownership and
operation of power generation facilities, either directly or through the
ownership of one or more entities engaged in that business.

2.05 FOREIGN QUALIFICATION. Prior to the Company's conducting business in
any jurisdiction other than Delaware, the Management Committee shall cause the
Company to comply, to the extent procedures are available and those matters are
reasonably within the control of the Management Committee, with all requirements
necessary to qualify the Company as a foreign limited liability company in that
jurisdiction. At the request of the Management Committee, each Member shall
execute, acknowledge, swear to, and deliver all certificates and other
instruments conforming with this Agreement that are necessary or appropriate to
qualify, continue, and terminate the Company as a foreign limited liability
company in all such jurisdictions in which the Company may conduct business.

2.06 TERM. The period of existence of the Company (the "Term") commenced on
the Formation Date and shall end at such time as a certificate of cancellation
is filed with the Secretary of State of Delaware in accordance with Section
11.04. Such period may be extended from time to time by Members holding a
majority of the Membership Interests.

2.07 NO STATE-LAW PARTNERSHIP. The Members intend that the Company not be a
partnership (including a limited partnership) or joint venture, and that no
Member be a partner or joint venturer of any other Member, for any purposes
other than federal and state tax purposes, and this Agreement may not be
construed to suggest otherwise.

2.08 UNITS; CERTIFICATES OF MEMBERSHIP INTEREST; APPLICABILITY OF ARTICLE 8
OF UCC. Membership Interests shall be represented by units ("Units"). The number
of authorized Units shall be one thousand (1,000). All Membership Interests
shall be represented by certificates in such form as the Management Committee
shall from time to time approve, shall be recorded in a register thereof
maintained by the Company, and shall be subject to such rules for the issuance
thereof as the Management Committee may from time to time determine. Membership
Interests shall be subject to the provisions of Article 8 of the Uniform
Commercial Code as may be applicable in the State of New York from time to time.

ARTICLE 3
MEMBERSHIP; DISPOSITIONS OF INTERESTS

3.01 INITIAL MEMBERS. The initial Members of the Company are the Persons
executing this Agreement as of the date of this Agreement as Members, each of
which is admitted to the Company as a Member effective contemporaneously with
the execution by such Person of this Agreement.

3.02 REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Member hereby
represents, warrants and covenants to the Company and each other Member that the
following statements are true and correct as of the Effective Date and shall be
true and correct at all times that such Member is a Member:

(a)  that Member is duly incorporated, organized or formed (as
applicable), validly existing, and (if applicable) in good standing under
the Law of the jurisdiction of its incorporation, organization or
formation; if required by applicable Law, that Member is duly qualified and
in good standing in the jurisdiction of its principal place of business, if
different from its jurisdiction of incorporation, organization or
formation; and that Member has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder, and all
necessary actions by the board of directors, shareholders, managers,
members, partners, trustees, beneficiaries, or other applicable Persons
necessary for the due authorization, execution, delivery, and performance
of this Agreement by that Member have been duly taken;

6

(b)  that Member has duly executed and delivered this Agreement and
the other documents contemplated herein, and they constitute the legal,
valid and binding obligation of that Member enforceable against it in
accordance with their terms (except as may be limited by bankruptcy,
insolvency or similar Laws of general application and by the effect of
general principles of equity, regardless of whether considered at law or in
equity); and

(c) that Member's authorization, execution, delivery, and performance
of this Agreement does not and will not (i) conflict with, or result in a
breach, default or violation of, (A) the organizational documents of such
Member, (B) any contract or agreement to which that Member is a party or is
otherwise subject, or (C) any Law, order, judgment, decree, writ,
injunction or arbitral award to which that Member is subject; or (ii)
require any consent, approval or authorization from, filing or registration
with, or notice to, any Governmental Authority or other Person, unless such
requirement has already been satisfied.

3.03 DISPOSITIONS AND ENCUMBRANCES OF MEMBERSHIP INTERESTS.

(a)  GENERAL RESTRICTION. A Member may not Dispose of or Encumber all
or any portion of its Membership Interest except in strict accordance with
this Section 3.03. (References in this Section 3.03 to Dispositions or
Encumbrances of a "Membership Interest" shall also refer to Dispositions or
Encumbrances of a portion of a Membership Interest.) Any attempted
Disposition or Encumbrance of a Membership Interest, other than in strict
accordance with this Section 3.03, shall be, and is hereby declared, null
and void ab initio. The Members agree that a breach of the provisions of
this Section 3.03 may cause irreparable injury to the Company and to the
other Members for which monetary damages (or other remedy at law) are
inadequate in view of (i) the complexities and uncertainties in measuring
the actual damages that would be sustained by reason of the failure of a
Member to comply with such provision and (ii) the uniqueness of the Company
business and the relationship among the Members. Accordingly, the Members
agree that the provisions of this Section 3.03 may be enforced by specific
performance.

(b)  DISPOSITIONS OF MEMBERSHIP INTERESTS.

(i)  GENERAL RESTRICTION. A Member may not Dispose of all or any
portion of its Membership Interest except by complying with all of the
following requirements:

(A)  such Member must receive the unanimous consent of the
non-Disposing Members, which consent shall not be unreasonably
withheld by each of such other Members; provided, however, that
such consent need not be obtained if (I) the proposed Assignee is
a Wholly-Owned Affiliate of the Disposing Member and (II) such
proposed Assignee demonstrates to the reasonable satisfaction of
the other Members that it has the ability to meet the financial
and contractual commitments and other obligations of the
Disposing Member; and

(B)  such Member must comply with the requirements of
Section 3.03(b)(iii) and, if the Assignee is to be admitted as a
Member, Section 3.03(b)(ii).

(ii) ADMISSION OF ASSIGNEE AS A MEMBER. An Assignee has the right
to be admitted to the Company as a Member, with the Membership
Interest (and attendant Sharing Ratio) so transferred to such
Assignee, only if (A) the Disposing Member making the Disposition has
granted the Assignee either (I) the Disposing Member's entire
Membership Interest or (II) the express right to be so admitted; and
(B) such Disposition is effected in strict compliance with this
Section 3.03.

(iii) REQUIREMENTS APPLICABLE TO ALL DISPOSITIONS AND ADMISSIONS.
In addition to the requirements set forth in Sections 3.03(b)(i) and
3.03(b)(ii), any Disposition of a Membership Interest and any
admission of an Assignee as a Member shall also be subject to the
following requirements, and such Disposition (and admission, if
applicable) shall not be effective unless such requirements are
complied with; provided, however, that the Management Committee, in
its sole and absolute discretion, may waive any of the following
requirements:

7

(A)  DISPOSITION DOCUMENTS. The following documents must be
delivered to the Management Committee and must be satisfactory,
in form and substance, to the Management Committee:

(I)  DISPOSITION INSTRUMENT. A copy of the instrument
pursuant to which the Disposition is effected.

(II) RATIFICATION OF THIS AGREEMENT. An instrument,
executed by the Disposing Member and its Assignee,
containing the following information and agreements, to the
extent they are not contained in the instrument described in
Section 3.03(b)(iii)(A)(I): (1) the notice address of the
Assignee; (2) if applicable, the Parent of the Assignee; (3)
the Sharing Ratios after the Disposition of the Disposing
Member and its Assignee (which together must total the
Sharing Ratio of the Disposing Member before the
Disposition); (4) the Assignee's ratification of this
Agreement and agreement to be bound by it, and its
confirmation that the representations and warranties in
Section 3.02 are true and correct with respect to it; (5)
the Assignee's ratification of all of the Project Agreements
and agreement by be bound by them, to the same extent that
the Disposing Member was bound by them prior to the
Disposition; and (6) representations and warranties by the
Disposing Member and its Assignee (aa) that the Disposition
and admission is being made in accordance with all
applicable Laws, and (bb) that the matters set forth in
Sections 3.03(b)(iii)(A)(III) and (IV) are true and correct.

(III) SECURITIES LAW OPINION. Unless the Membership
Interest subject to the Disposition is registered under the
Securities Act and any applicable state securities Law, or
the proposed Assignee is a Wholly-Owned Affiliate as
described in 3.03(b)(i)(A) above, a favorable opinion of the
Company's legal counsel, or of other legal counsel
acceptable to the Management Committee, to the effect that
the Disposition and admission is being made pursuant to a
valid exemption from registration under those Laws and in
accordance with those Laws.

(IV) TAX OPINION. A favorable opinion of the Certified
Public Accountants, or of other certified public accountants
acceptable to the Management Committee, to the effect that
the Disposition would not result in the Company's being
considered to have terminated within the meaning of Code
Section 708.

(B)  PAYMENT OF EXPENSES. The Disposing Member and its
Assignee shall pay, or reimburse the Company for, all reasonable
costs and expenses incurred by the Company in connection with the
Disposition and admission, including the legal fees incurred in
connection with the legal opinions referred to in Sections
3.03(b)(iii)(A)(III) and (IV), on or before the tenth Day after
the receipt by that Person of the Company's invoice for the
amount due.

(C)  NO RELEASE. No Disposition of a Membership Interest
shall effect a release of the Disposing Member from any
liabilities to the Company or the other Members arising from
events occurring prior to the Disposition.

(iv) CHANGE OF MEMBER CONTROL. A Change of Member Control must
also comply with the requirements of this Section 3.03.

(c)  ENCUMBRANCES OF MEMBERSHIP INTEREST. A Member may Encumber its
Membership Interest if the instrument creating such Encumbrance provides
that any foreclosure of such Encumbrance (or Disposition in lieu of such
foreclosure) must comply with the requirements of Section 3.03(b).

8

(d)  RIGHT OF FIRST REFUSAL. Except as otherwise expressly permitted
by this Agreement, this Section 3.03(d) shall apply to any proposed
voluntary Disposition of a Membership Interest to any purchaser (other than
a majority owned Affiliate of the disposing party) for consideration in the
form of cash or promissory notes or other obligations to pay sums certain.
The Member proposing to make such a Distribution shall provide written
notice (a "Disposition Notice") to the remaining Members at least 90 days
prior to the proposed Disposition. The Disposition Notice must set forth
the identity of the proposed transferee, the sale price, and all other
material terms and conditions of the proposed Disposition. In the Case of a
Change of member Control, the Disposition notice must set forth the
portion, if less than 100%, of the total purchase price that is applicable
to such Member's Membership Interest. Upon receipt of a Disposition Notice,
the remaining Members shall have the option for a period of 30 days to
purchase all, but not less than all, of such Membership Interest. Such
Membership Interest shall be allocated to the Members exercising their
option under this Section 3.03(d) pro rata in accordance with their
Membership Interests. The purchase pursuant to the exercise of this option
shall be at the price and pursuant to the terms and conditions of the
proposed Disposition. If no Member exercises such option, the Member
proposing such Disposition shall be free, for a period of 60 days after the
expiration of the remaining Members' options, to Dispose of the Membership
Interests that were the subject of the Disposition Notice, but only to the
party, and for the price and on the terms and conditions, set forth in the
Disposition Notice. If the proposed disposition does not occur within 60
days after the expiration of the remaining Members' options, the Membership
Interest may not be Disposed of pursuant to this section 30.0(d) unless the
Member again complies with the terms of this Agreement.

(e)  RIGHTS IN MEMBERSHIP INTERESTS PLEDGED AS COLLATERAL. Any other
provision of this Agreement to the contrary notwithstanding, by executing
and delivering this Agreement, each Member shall be deemed to have
consented to (i) the pledge, assignment, hypothecation and transfer to any
creditor of the Company or Northeast or its agents, successors or assigns
of, and the grant to such creditor or other Person of a lien on and
security interest in, as security for the indebtedness of the Company or
Northeast to such creditor, all of such Member's right, title and interest
in, to and under its Membership Interest and any other collateral securing
such indebtedness, (ii) the exercise by any such creditor or other Person
of the rights and remedies under any security document related to such
collateral, including, without limitation, the right to exercise the voting
and consensual rights and other powers of each Member to the extent
provided in any such security document, and (ii) the right to foreclose
upon or exercise a power of sale with respect to the Membership Interest of
each Member and any other collateral subject to such security documents and
to cause the agent or designee of such creditor or any third party
purchaser of such Membership Interest to become an additional or substitute
Member, and (c) all other provisions of the loan and security documents
relating to such indebtedness or collateral, the issuance of new or
substituted Membership Interests, or the ownership of Membership Interests.

3.04 CREATION OF ADDITIONAL MEMBERSHIP INTEREST. Additional Membership
Interests may be created and issued to existing Members or to other Persons, and
such other Persons may be admitted to the Company as Members, with the unanimous
consent of the existing Members, on such terms and conditions as the existing
Members may unanimously determine at the time of admission. The terms of
admission or issuance must specify the Sharing Ratios applicable thereto and may
provide for the creation of different classes or groups of Members having
different rights, powers, and duties. The Management Committee may reflect the
creation of any new class or group in an amendment to this Agreement indicating
the different rights, powers, and duties. Any such admission is effective only
after the new Member has executed and delivered to the Members an instrument
containing the notice address of the new Member, the Assignee's ratification of
this Agreement and agreement to be bound by it, and its confirmation that the
representations and warranties in Section 3.02 are true and correct with respect
to it. The provisions of this Section 3.04 shall not apply to Dispositions of
Membership Interests or admissions of Assignees in connection therewith, such
matters being governed by Section 3.03.

3.05 ACCESS TO INFORMATION. Each Member shall be entitled to receive any
information that it may request concerning the Company; provided, however, that
this Section 3.05 shall not obligate the Company or the Management Committee to
create any information that does not already exist at the time of such request
(other than to convert existing information from one medium to another, such as
providing a printout of information that is stored in a computer database). Each
Member shall also have the right, upon reasonable notice, and at all reasonable
times during usual business hours to inspect the properties of the Company and
to audit, examine and make copies of 

9

the books of account and other records of the Company. Such right may be
exercised through any agent or employee of such Member designated in writing by
it or by an independent public accountant, engineer, attorney or other
consultant so designated. The Member making the request shall bear all costs and
expenses incurred in any inspection, examination or audit made on such Member's
behalf. Confidential Information obtained pursuant to this Section 3.05 shall be
subject to the provisions of Section 3.06.

3.06 CONFIDENTIAL INFORMATION.

(a)  Except as permitted by Section 3.06(b),

(i)  each Member shall keep confidential all Confidential
Information and shall not disclose any Confidential Information to any
Person, including any of its Affiliates, and

(ii) each Member shall use the Confidential Information only in
connection with the Company.

(b)  Notwithstanding Section 3.06(a), but subject to the other
provisions of this Section 3.06, a Member may make the following
disclosures and uses of Confidential Information:

(i)  disclosures to another Member in connection with the
Company;

(ii) disclosures and uses that are approved by the Management
Committee;

(iii) disclosures to an Affiliate of such Member on a "need to
know" basis in connection with the Company, if such Affiliate has
agreed to abide by the terms of this Section 3.06;

(iv) disclosures to a Person that is not a Member or an Affiliate
of a Member, if such Person has been retained to provide services by
the Member in connection with the Company or such Member's Membership
Interest and has agreed to abide by the terms of this Section 3.06;

(v)  disclosures to lenders, potential lenders or other Persons
providing financing for the Project, potential equity purchasers, if
such Persons have agreed to abide by the terms of this Section 3.06;

(vi) disclosures to ISO and its consultants and representatives;

(vii) disclosures to Governmental Authorities that are necessary
to operate the Project consistent with the Project Agreements;

(viii) disclosures that a Member is legally compelled to make by
deposition, interrogatory, request for documents, subpoena, civil
investigative demand, order of a court of competent jurisdiction, or
similar process, or otherwise by Law or securities exchange
requirements; provided, however, that, prior to any such disclosure,
such Member shall, to the extent legally permissible:

(A)  provide the Management Committee with prompt notice of
such requirements so that one or more of the Members may seek a
protective order or other appropriate remedy or waive compliance
with the terms of this Section 3.06(b)(vii);

(B)  consult with the Management Committee on the
advisability of taking steps to resist or narrow such disclosure;
and

(C)  cooperate with the Management Committee and with the
other Members in any attempt one or more of them may make to
obtain a protective order or other appropriate remedy or
assurance that confidential treatment will be afforded the
Confidential Information; and in the event such protective order
or other remedy is not obtained, or the other Members waive
compliance with the provisions hereof, such Member agrees (I) to
furnish only that portion of the Confidential Information that
the

10

other Members are advised by counsel to the disclosing Member is
legally required and (II) to exercise all reasonable efforts to
obtain assurance that confidential treatment will be accorded
such Confidential Information.

(c)  Each Member shall take such precautionary measures as may be
required to ensure (and such Member shall be responsible for) compliance
with this Section 3.06 by any of its Affiliates, and its and their
directors, officers, employees and agents, and other Persons to which it
may disclose Confidential Information in accordance with this Section 3.06.

(d)  A Terminated Member shall promptly destroy (and provide a
certificate of destruction to the Company with respect to) or return to the
Company, as directed by the Management Committee, all Confidential
Information in its possession. Notwithstanding the immediately-preceding
sentence, a Terminated Member may, subject to the other provisions of this
Section 3.06, retain and use Confidential Information for the limited
purpose of preparing such Terminated Member's tax returns and defending
audits, investigations and proceedings relating thereto.

(e)  The Members agree that no adequate remedy at law exists for a
breach or threatened breach of any of the provisions of this Section 3.06,
the continuation of which unremedied will cause the Company and the other
Members to suffer irreparable harm. Accordingly, the Members agree that the
Company and the other Members shall be entitled, in addition to other
remedies that may be available to them, to immediate injunctive relief from
any breach of any of the provisions of this Section 3.06 and to specific
performance of their rights hereunder, as well as to any other remedies
available at law or in equity.

(f)  The obligations of the Members under this Section 3.06 shall
terminate on the third anniversary of the end of the Term.

3.07 LIABILITY TO THIRD PARTIES. No Member shall be liable for the debts,
obligations or liabilities of the Company.

3.08 WITHDRAWAL. A Member may not withdraw or resign from the Company.

ARTICLE 4
CAPITAL CONTRIBUTIONS

4.01 INITIAL CAPITAL CONTRIBUTIONS. Contemporaneously with the execution by
such Member of this Agreement, each Member shall make the Capital Contributions
described for that Member in Exhibit A.

4.02 SUBSEQUENT CAPITAL CONTRIBUTIONS. Without creating any rights in favor
of any third party, each Member shall contribute to the Company, in cash, on or
before the date specified as hereinafter described, that Member's Sharing Ratio
of all monies that in the unanimous judgment of the Management Committee are
necessary to enable the Company to acquire the Project from the Seller and to
cause the assets of the Company to be properly operated and maintained and to
discharge its costs, expenses, obligations, and liabilities, including without
limitation its Sharing Ratio of the purchase price set forth in the Asset Sale
Agreement, and its Sharing Ratio of Working Capital Requirements in order to
bring current Company bank accounts to an amount equal to the Working Capital
Requirements, as more particularly described in Section 5.01 below. The
Management Committee shall notify each other Member of the need for Capital
Contributions pursuant to this Section 4.02 when appropriate, which notice must
include a statement in reasonable detail of the proposed uses of the Capital
Contributions and a date (which date may be no earlier than the fifth Business
Day following each Member's receipt of its notice) before which the Capital
Contributions must be made. Notices for Capital Contributions must be made to
all Members in accordance with their Sharing Ratios.

4.03 FAILURE TO CONTRIBUTE. (a) If a Member does not contribute, within 10
Days of the date required, all or any portion of a Capital Contribution that
Member is required to make as provided in this Agreement, the other Members may
cause the Company to exercise, on notice to that Member (the "Non-Contributing
Member"), one or more of the following remedies:

11

(i)  taking such action (including court proceedings) as the
other Members may deem appropriate to obtain payment by the
Non-Contributing Member of the portion of the Non-Contributing
Member's Capital Contribution that is in default, together with
interest thereon at the Default Rate from the date that the Capital
Contribution was due until the date that it is made, all at the cost
and expense of the Non-Contributing Member;

(ii) permitting the other Members in proportion to their Sharing
Ratios or in such other percentages as they may agree (the "Lending
Member," whether one or more), to advance the portion of the
Non-Contributing Member's Capital Contribution that is in default,
with the following results:

(A)  the sum advanced constitutes a loan from the Lending
Member to the Non-Contributing Member and a Capital Contribution
of that sum to the Company by the Non-Contributing Member
pursuant to the applicable provisions of this Agreement,

(B)  the principal balance of the loan and all accrued
unpaid interest thereon is due and payable in whole on the tenth
Day after written demand therefor by the Lending Member to the
Non-Contributing Member,

(C)  the amount lent bears interest at the Default Rate from
the Day that the advance is deemed made until the date that the
loan, together with all interest accrued on it, is repaid to the
Lending Member,

(D)  all distributions from the Company that otherwise would
be made to the Non-Contributing Member (whether before or after
dissolution of the Company) instead shall be paid to the Lending
Member until the loan and all interest accrued on it have been
paid in full to the Lending Member (with payments being applied
first to accrued and unpaid interest and then to principal),

(E)  the payment of the loan and interest accrued on it is
secured by a security interest in the Non-Contributing Member's
Membership Interest, as more fully set forth in Section 4.03(b),
and

(F)  the Lending Member has the right, in addition to the
other rights and remedies granted to it pursuant to this
Agreement or available to it at Law or in equity, to take any
action (including court proceedings) that the Lending Member may
deem appropriate to obtain payment by the Non-Contributing Member
of the loan and all accrued and unpaid interest on it, at the
cost and expense of the Non-Contributing Member;

(iii) exercising the rights of a secured party under the Uniform
Commercial Code of the State of Delaware, as more fully set forth in
Section 4.03(b); or

(iv) exercising any other rights and remedies available at Law or
in equity.

In addition, the failure to make such contributions shall constitute a Default
by the Non-Contributing Member, and the other Members shall have the rights set
forth in Article 9 with respect to such Default.

(b)  Each Member grants to the Company, and to each Lending Member
with respect to any loans made by the Lending Member to that Member as a
Non-Contributing Member pursuant to Section 4.03(a)(ii), as security,
equally and ratably, for the payment of all Capital Contributions that
Member has agreed to make and the payment of all loans and interest accrued
on them made by Lending Members to that Member as a Non-Contributing Member
pursuant to Section 4.03(a)(ii), a security interest in and a general lien
on its Membership Rights and the proceeds thereof, all under the Uniform
Commercial Code of the State of Delaware. On any default in the payment of
a Capital Contribution or in the payment of such a loan or interest accrued
on it, the Company or the Lending Member, as applicable, is entitled to all
the rights and remedies of a secured party under the Uniform Commercial
Code of the State of Delaware

12

with respect to the security interest granted in this Section 4.03(b). Each
Member shall execute and deliver to the Company and the other Members all
financing statements and other instruments that the Lending Member may
request to effectuate and carry out the preceding provisions of this
Section 4.03(b). At the option of a Lending Member, this Agreement or a
carbon, photographic, or other copy hereof may serve as a financing
statement.

4.04 LOANS. If the Company does not have sufficient cash to pay its
obligations, any Member(s) that may agree to do so with the consent of the
Management Committee may advance all or part of the needed funds to or on behalf
of the Company. An advance described in this Section 4.04 constitutes a loan
from the Member to the Company, bears interest at a rate determined by the
Management Committee from the date of the advance until the date of payment, and
is not a Capital Contribution.

4.05 RETURN OF CONTRIBUTIONS. Except as expressly provided herein, a Member
is not entitled to the return of any part of its Capital Contributions or to be
paid interest in respect of either its Capital Account or its Capital
Contributions. An unrepaid Capital Contribution is not a liability of the
Company or of any Member. A Member is not required to contribute or to lend any
cash or property to the Company to enable the Company to return any Member's
Capital Contributions.

4.06 CAPITAL ACCOUNTS. A Capital Account shall be established and
maintained for each Member. Each Member's Capital Account shall be increased by
(a) the amount of money contributed by that Member to the Company, (b) the fair
market value of property contributed by that Member to the Company (net of
liabilities secured by such contributed property that the Company is considered
to assume or take subject to under Section 752 of the Code), and (c) allocations
to that Member of Company income and gain (or items thereof), including income
and gain exempt from tax and income and gain described in Treasury Regulation
Section 1.704-1(b)(2)(iv)(g), but excluding income and gain described in
Treasury Regulation Section 1.704-1(b)(4)(i), and shall be decreased by (d) the
amount of money distributed to that Member by the Company, (e) the fair market
value of property distributed to that Member by the Company (net of liabilities
secured by such distributed property that such Member is considered to assume or
take subject to under Section 752 of the Code), (f) allocations to that Member
of expenditures of the Company described (or treated as described) in Section
705(a)(2)(B) of the Code, and (g) allocations of Company loss and deduction (or
items thereof), including loss and deduction described in Treasury Regulation
Section 1.704-1(b)(2)(iv)(g), but excluding items described in (f) above and
loss or deduction described in Treasury Regulation Section 1.704-1(b)(4)(i) or
1.704-1(b)(4)(iii). The Members' Capital Accounts shall also be maintained and
adjusted as permitted by the provisions of Treasury Regulation Section
1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treasury
Regulation Sections 1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments
to reflect the allocations to the Members of depreciation, depletion,
amortization, and gain or loss as computed for book purposes rather than the
allocation of the corresponding items as computed for tax purposes, as required
by Treasury Regulation Section 1.704-1(b)(2)(iv)(g). Thus, the Members' Capital
Accounts shall be increased or decreased to reflect a revaluation of the
Company's property on its books based on the fair market value of the Company's
property on the date of adjustment immediately prior to (A) the contribution of
money or other property to the Company by a new or existing Member as
consideration for a Membership Interest or an increased Sharing Ratio, (B) the
distribution of money or other property by the Company to a Member as
consideration for a Membership Interest, or (C) the liquidation of the Company.
A Member that has more than one Membership Interest shall have a single Capital
Account that reflects all such Membership Interests, regardless of the class of
Membership Interests owned by such Member and regardless of the time or manner
in which such Membership Interests were acquired. Upon the Disposition of all or
a portion of a Membership Interest, the Capital Account of the Disposing Member
that is attributable to such Membership Interest shall carry over to the
Assignee in accordance with the provisions of Treasury Regulation Section
1.704-1(b)(2)(iv)(l).

ARTICLE 5
DISTRIBUTIONS AND ALLOCATIONS

5.01 DISTRIBUTIONS OR BILLINGS. Distributions to the Members shall be made
only to all simultaneously in proportion to their respective Sharing Ratios (at
the time the amounts of such distributions are determined), and distributions
shall be made only in such aggregate amounts and at such times as shall be
determined by the Management Committee and as are permitted by the Loan
Documents. When so permitted, the Management Committee shall endeavor to
distribute to the Members, on or before the last day of each calendar month, or
more

13

often if approved by the Management Committee, the estimated amount of any cash
available for such calendar month (net of any adjustments, if any, made to
reflect the actual cash available for the preceding calendar month). Any cash in
excess of the Working Capital Requirements shall be distributed to the Members.

5.02 DISTRIBUTIONS ON DISSOLUTION AND WINDING UP. Upon the dissolution and
winding up of the Company, after adjusting the Capital Accounts for all
distributions made under Section 5.01 and all allocations under Article 5, all
available proceeds distributable to the Members as determined under Section
11.02 shall be distributed to all of the Members to the extent of the Members'
positive Capital Account balances.

5.03  ALLOCATIONS.

(a)  For purposes of maintaining the Capital Accounts pursuant to
Section 4.06 and for income tax purposes, except as provided in Section
5.03(b), each item of income, gain, loss, deduction and credit of the
Company shall be allocated to the Members in accordance with their Sharing
Ratios.

(b)  For income tax purposes, income, gain, loss, and deduction with
respect to property contributed to the Company by a Member or revalued
pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) shall be
allocated among the Members in a manner that takes into account the
variation between the adjusted tax basis of such property and its book
value, as required by Section 704(c) of the Code and Treasury Regulation
Section 1.704-1(b)(4)(i), using the remedial allocation method permitted by
Treasury Regulation Section 1.704-3(d).

5.04 VARYING INTERESTS. All items of income, gain, loss, deduction or
credit shall be allocated, and all distributions shall be made, to the Persons
shown on the records of the Company to have been Members as of the last calendar
day of the period for which the allocation or distribution is to be made.
Notwithstanding the foregoing, if during any taxable year there is a change in
any Member's Sharing Ratio, the Members agree that their allocable shares of
such items for the taxable year shall be determined on any method determined by
the Management Committee to be permissible under Code Section 706 and the
related Treasury Regulations to take account of the Members' varying Sharing
Ratios.

ARTICLE 6
MANAGEMENT

6.01 MANAGEMENT BY MEMBERS. Except as described below in Sections 6.03 and
6.05, the management of the Company is fully vested in the Members, acting
exclusively in their membership capacities. When the Company has only one
Member, that Member shall exercise its management prerogative by written consent
when necessary. When the Company has more than one Member, the balance of this
Section and Section 6.02 shall apply. To facilitate the orderly and efficient
management of the Company, the Members shall act (a) collectively as a
"committee of the whole" pursuant to Section 6.02 or (b) through the delegation
from time to time of certain responsibility and authority to particular Members
pursuant to Section 6.05. No Member has the right, power or authority to act for
or on behalf of the Company, to do any act that would be binding on the Company,
or to incur any expenditures on behalf of the Company, except in accordance with
the immediately preceding sentence. Decisions or actions taken in accordance
with the provisions of this Agreement shall constitute decisions or actions by
the Company and shall be binding on each Member, Representative, Officer and
employee of the Company.

6.02 MANAGEMENT COMMITTEE. The Members shall act collectively through
meetings as a "committee of the whole," which is hereby named the "Management
Committee." The Management Committee shall conduct its affairs in accordance
with the following provisions and the other provisions of this Agreement:

(a)  REPRESENTATIVES.

(i)  DESIGNATION. To facilitate the orderly and efficient conduct
of Management Committee meetings, each Member shall notify the other
Members, from time to time, of the identity of two of its officers,
employees or agents who will represent it at such meetings (each a
"Representative"). In addition, each Member may (but shall have not
obligation to) notify the other Members, from time to time, of the
identity of other officers, employees or agents who will represent it
at any meeting that the Member's Representatives are unable to attend
(each an

14

"Alternate Representative"). (The term "Representative" shall also
refer to any Alternate Representative that is actually performing the
duties of the applicable Representative.) The initial Representatives
of each Member are set forth on Exhibit A. A Member may designate
different Representatives or Alternate Representatives for any meeting
of the Management Committee by notifying each of the other Members at
least three Business Days prior to the scheduled date for such
meeting; provided, however, that if giving such advance notice is not
feasible, then such new Representatives or Alternate Representatives
shall present written evidence of their authority at the commencement
of such meeting.

(ii) AUTHORITY. Each Representative shall have the full authority
to act on behalf of the Member that designated such Representative;
the action of a Representative at a meeting (or through a written
consent) of the Management Committee shall bind the Member that
designated such Representative; and the other Members shall be
entitled to rely upon such action without further inquiry or
investigation as to the actual authority (or lack thereof) of such
Representative. In addition, the act of an Alternate Representative
shall be deemed the act of the Representative for which such Alternate
Representative is acting, without the need to produce evidence of the
absence or unavailability of such Representative.

(iii) DISCLAIMER OF DUTIES; INDEMNIFICATION. EACH
REPRESENTATIVE SHALL REPRESENT, AND OWE DUTIES TO, ONLY THE MEMBER
THAT DESIGNATED SUCH REPRESENTATIVE (THE NATURE AND EXTENT OF SUCH
DUTIES BEING AN INTERNAL CORPORATE AFFAIR OF SUCH MEMBER), AND NOT TO
THE COMPANY, ANY OTHER MEMBER OR REPRESENTATIVE, OR ANY OFFICER OR
EMPLOYEE OF THE COMPANY. THE PROVISIONS OF SECTION 6.05 SHALL ALSO
INURE TO THE BENEFIT OF EACH MEMBER'S REPRESENTATIVES. THE COMPANY
SHALL INDEMNIFY, PROTECT, DEFEND, RELEASE AND HOLD HARMLESS EACH
REPRESENTATIVE FROM AND AGAINST ANY CLAIMS ASSERTED BY OR ON BEHALF OF
ANY PERSON (INCLUDING ANOTHER MEMBER), OTHER THAN THE MEMBER THAT
DESIGNATED SUCH REPRESENTATIVE, THAT ARISE OUT OF, RELATE TO OR ARE
OTHERWISE ATTRIBUTABLE TO, DIRECTLY OR INDIRECTLY, SUCH
REPRESENTATIVE'S SERVICE ON THE MANAGEMENT COMMITTEE, OTHER THAN SUCH
CLAIMS ARISING OUT OF THE FRAUD OR WILLFUL MISCONDUCT OF SUCH
REPRESENTATIVE.

(iv) ATTENDANCE. Each Member shall use all reasonable efforts to
cause its Representatives or Alternate Representatives to attend each
meeting of the Management Committee, unless its Representatives are
unable to do so because of a "force majeure" event or other event
beyond his reasonable control, in which event such Member shall use
all reasonable efforts to cause its Representatives or Alternate
Representatives to participate in the meeting by telephone pursuant to
Section 6.02(h).

(b)  CHAIRMAN AND SECRETARY. One of the Representatives will be
designated as Chairman of the Management Committee, in accordance with this
Section 6.02(b), to preside over meetings of the Management Committee. The
Management Committee shall also designate a Secretary of the Management
Committee, who need not be a Representative.

(c)  PROCEDURES. The Secretary of the Management Committee shall
maintain written minutes of each of its meetings, which shall be submitted
for approval no later than the next regularly-scheduled meeting. The
Management Committee may adopt whatever rules and procedures relating to
its activities as it may deem appropriate, provided that such rules and
procedures shall not be inconsistent with or violate the provisions of this
Agreement.

(d)  TIME AND PLACE OF MEETINGS. The Management Committee shall meet
quarterly, subject to more or less frequent meetings upon approval of the
Management Committee. Notice of, and an agenda for, all Management
Committee meetings shall be provided by the Chairman to all Manager Members
at least ten Days prior to the date of each meeting, together with proposed
minutes of the previous Management Committee meeting (if such minutes have
not been previously ratified). Special meetings of

15

the Management Committee may be called at such times, and in such manner,
as any Member deems necessary. Any Member calling for any such special
meeting shall notify the Chairman, who in turn shall notify all Members of
the date and agenda for such meeting at least ten Days prior to the date of
such meeting. Such ten-day period may be shortened by the Management
Committee. All meetings of the Management Committee shall be held at a
location designated by the Chairman. Attendance of a Member at a meeting of
the Management Committee shall constitute a waiver of notice of such
meeting, except where such Member attends the meeting for the express
purpose of objecting to the transaction of any business on the ground that
the meeting is not lawfully called or convened.

(e)  QUORUM. The presence of one Representative designated by each
Member shall constitute a quorum for the transaction of business at any
meeting of the Management Committee.

(f)  VOTING. Except as provided otherwise in this Agreement, (i)
voting at any meeting of the Management Committee shall be according to the
Members' respective Sharing Ratios, and (ii) the affirmative vote of
Members holding a majority of the Sharing Ratios shall constitute the act
of the Management Committee.

(g)  ACTION BY WRITTEN CONSENT. Any action required or permitted to be
taken at a meeting of the Management Committee may be taken without a
meeting, without prior notice, and without a vote if a consent or consents
in writing, setting forth the action so taken, is signed by Members that
could have taken the action at a meeting of the Management Committee at
which all Members entitled to vote on the action were represented and
voted.

(h)  MEETINGS BY TELEPHONE. Members may participate in and hold such
meeting by means of conference telephone, video conference or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in such a meeting shall
constitute presence in person at such meeting, except where a Member
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

(i)  SUBCOMMITTEES. The Management Committee may create such
subcommittees, delegate to such subcommittees such authority and
responsibility, and rescind any such delegations, as it may deem
appropriate.

(j)  OFFICERS. The Management Committee may designate one or more
Persons to be Officers of the Company. Any Officers so designated
shall have such titles and, subject to the other provisions of this
Agreement, have such authority and perform such duties as the
Management Committee may specifically delegate to them and shall serve
at the pleasure of the Management Committee.

6.03 DELEGATION TO PARTICULAR MEMBER. The Company's sole Member, or
the Management Committee may delegate to one or more Members such authority
and duties as the Management Committee may deem advisable. Decisions or
actions taken by any such Member in accordance with the provisions of this
Agreement shall constitute decisions or actions by the Company and shall be
binding on each Member, Representative, Officer and employee of the
Company. Any delegation pursuant to this Section 6.03 may be revoked at any
time by the delegating entity. With respect to duties discharged hereunder
by a Member (a) such Member may discharge such duties through the personnel
of a Affiliate of such Member, and (b) unless the Members otherwise agree,
the Company shall compensate such Member (or its Affiliate, as applicable)
for the performance of such duties in an amount equal to the man-hours
expended by the personnel of such Member (or its Affiliate) multiplied by
the applicable rate(s) shown on Exhibit B (which rates each shall escalate
on the first day of each calendar year during the term hereof by an amount
which is 5% of the rate applicable during the prior calendar year), and
shall reimburse such Member for all out of pocket costs incurred by such
Member in discharging such duties. In addition, prior to performing any
such duties, the performing Member shall provide to the other Member for
approval an estimate of man-hours and types of personnel required to
perform the delegated duties and a schedule for the performance of the
delegated duties and for other costs associated therewith, and shall
promptly inform the other Member of any variance from the budget or
schedule.

16

6.04 AFFILIATE AGREEMENTS; CONFLICTS OF INTEREST.

(a)  Subject to Section 6.04(b) below, the Members agree that the
Company shall enter into the following agreements with the Members'
Affiliates:

(i) the Corporate Services Agreement.

(b)  The terms of such agreements shall be subject to the unanimous
approval of the Management Committee.

(c)  Subject to any other agreement between the Members (and their
respective Affiliates, as applicable), a Member or an Affiliate of a Member
may engage in and possess interests in other business ventures of any and
every type and description, independently or with others, including ones in
competition with the Company, with no obligation to offer to the Company,
any other Member or any Affiliate of another Member the right to
participate therein. Subject to, and in addition to, Section 6.05(a), the
Company may transact business with any Member or Affiliate thereof,
provided the terms of those transactions are approved by the Management
Committee or expressly contemplated by this Agreement. Without limiting the
generality of the foregoing, the Members recognize and agree that they and
their respective Affiliates currently engage in certain activities
involving the generation, transmission, distribution, marketing and trading
of electricity and other energy products (including futures, options,
swaps, exchanges of future positions for physical deliveries and commodity
trading), and the gathering, processing, storage and transportation of such
products, as well as other commercial activities related to such products,
and that these and other activities by Members and their Affiliates may be
made possible or more profitable by reason of the Company's activities
(herein referred to as "Outside Activities "). The Members agree that (i)
no Member or Affiliate of a Member shall be restricted in its right to
conduct, individually or jointly with others, for its own account any
Outside Activities, and (ii) no Member or its Affiliates shall have any
duty or obligation, express or implied, to account to, or to share the
results or profits of such Outside Activities with, the Company, any other
Member or any Affiliate of any other Member, by reason of such Outside
Activities.

6.05 UNANIMOUS CONSENT REQUIRED FOR CERTAIN ACTION. Any other provision of
this Agreement to the contrary notwithstanding, the unanimous consent of the
Members, and at least one Independent Member, shall be required to:

(a)  File a bankruptcy or insolvency petition or otherwise institute
insolvency proceedings with respect to the Company, or take any action that
would result in such an event occurring with respect to any Owner Entity.

(b)  Cause the dissolution, liquidation, consolidation, merger or sale
of substantially all of the assets of the Company or any Owner Entity.

(c)  Cause or permit the Company to engage in any other activity other
than those set forth in Section 2.04.

(d)  Amend this Agreement in any manner that would have a material
adverse impact on any creditor of the Company.

6.06 CERTAIN ACTIONS PROHIBITED. So long as the Company has any
indebtedness outstanding, (a) the Company shall not be dissolved, liquidated,
consolidated or merged with any other entity, nor shall this Agreement be
amended in any manner that would have a material adverse impact on the holders
of such indebtedness, and (b) notwithstanding the failure of the Members to
continue the existence of the Company as provided in Section 2.06 during such
period, no action shall be taken by the Company or any of the Members shall
cause any collateral for such indebtedness to be liquidated or that would
adversely affect the rights of the holders of such indebtedness or their agents
to exercise their rights under any security documents relating thereto or to
retain such collateral until such indebtedness is paid in full or otherwise
completely discharged.

17

6.07 DISCLAIMER OF DUTIES AND LIABILITIES.

(a)  NO MEMBER SHALL OWE ANY DUTY (INCLUDING ANY FIDUCIARY DUTY) TO
THE OTHER MEMBERS OR TO THE COMPANY, OTHER THAN THE DUTIES THAT ARE
EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b)  NO MEMBER SHALL BE LIABLE (WHETHER IN CONTRACT, TORT OR
OTHERWISE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES).

(c)  THE OBLIGATIONS OF THE MEMBERS UNDER THIS AGREEMENT ARE
OBLIGATIONS OF THE MEMBERS ONLY, AND NO RECOURSE SHALL BE AVAILABLE AGAINST
ANY OFFICER, DIRECTOR OR AFFILIATE OF ANY MEMBER, EXCEPT AS PERMITTED UNDER
APPLICABLE LAW.

6.08 INDEMNIFICATION. Each Member shall indemnify, protect, defend, release
and hold harmless each other Member, and such other Member's Representatives,
Affiliates, and their respective directors, officers, employees and agents from
and against any Claims asserted by or on behalf of any Person (including another
Member) that arise out of, relate to or are otherwise attributable to, directly
or indirectly, a breach by the indemnifying Member of this Agreement, or the
negligence, gross negligence or willful misconduct of the indemnifying Member in
connection with the Project or this Agreement; provided, however, that this
Section 6.05 shall not apply to any Claim or other matter for which a Member (or
its Representative) has no liability or duty, or is indemnified or released,
pursuant to Section 6.02(a)(iii), 6.07 or 6.08.

ARTICLE 7
TAXES

7.01 TAX RETURNS. The Tax Matters Member shall prepare and timely file (on
behalf of the Company) all federal, state and local tax returns required to be
filed by the Company. Each Member shall furnish to the Tax Matters Member all
pertinent information in its possession relating to the Company's operations
that is necessary to enable the Company's tax returns to be timely prepared and
filed. The Company shall bear the costs of the preparation and filing of its
returns.

7.02 TAX ELECTIONS. The Company shall make the following elections on the
appropriate tax returns:

(a)  to adopt as the Company's fiscal year the calendar year;

(b)  to adopt the accrual method of accounting;

(c)  if a distribution of the Company's property as described in Code
Section 734 occurs or upon a transfer of Membership Interest as described
in Code Section 743 occurs, on request by notice from any Member, to elect,
pursuant to Code Section 754, to adjust the basis of the Company's
properties;

(d)  to elect to amortize the organizational expenses of the Company
ratably over a period of 60 months as permitted by Section 709(b) of the
Code; and

(e)  any other election the Management Committee may deem appropriate.

Neither the Company nor any Member shall make an election for the Company to be
excluded from the application of the provisions of subchapter K of chapter 1 of
subtitle A of the Code or any similar provisions of applicable state law and no
provision of this Agreement (including Section 2.07) shall be construed to
sanction or approve such an election.

7.03 TAX MATTERS MEMBER, (a) Northeast shall be the "tax matters partner"
of the Company pursuant to Section 623 l(a)(7) of the Code (the "Tax Matters
Member"). At the request of each other Member, the Tax Matters Member shall take
such action as may be necessary to cause, to the extent possible, such other
Member to become a "notice partner" within the meaning of Section 6223 of the
Code. The Tax Matters Member shall inform each other Member of all significant
matters that may come to its attention in its capacity as Tax Matters Member by
giving

18

notice thereof on or before the fifth Business Day after becoming aware thereof
and, within that time, shall forward to each other Member copies of all
significant written communications it may receive in that capacity.

(b)  The Tax Matters Member shall take no action without the
authorization of the Management Committee, other than such action as may be
required by Law. Any cost or expense incurred by the Tax Matters Member in
connection with its duties, including the preparation for or pursuance of
administrative or judicial proceedings, shall be paid by the Company.

(c)  The Tax Matters Member shall not enter into any extension of the
period of limitations for making assessments on behalf of the Members
without first obtaining the consent of the Management Committee. The Tax
Matters Member shall not bind any Member to a settlement agreement without
obtaining the consent of such Member. Any Member that enters into a
settlement agreement with respect to any Company item (as described in Code
Section 6231(a)(3)) shall notify the other Members of such settlement
agreement and its terms within 90 Days from the date of the settlement.

(d)  No Member shall file a request pursuant to Code Section 6227 for
an administrative adjustment of Company items for any taxable year without
first notifying the other Members. If the Management Committee consents to
the requested adjustment, the Tax Matters Member shall file the request for
the administrative adjustment on behalf of the Members. If such consent is
not obtained within 30 Days from such notice, or within the period required
to timely file the request for administrative adjustment, if shorter, any
Member, including the Tax Matters Member, may file a request for
administrative adjustment on its own behalf. Any Member intending to file a
petition under Code Sections 6226, 6228 or other Code Section with respect
to any item involving the Company shall notify the other Members of such
intention and the nature of the contemplated proceeding. In the case where
the Tax Matters Member is the Member intending to file such petition on
behalf of the Company, such notice shall be given within a reasonable
period of time to allow the other Members to participate in the choosing of
the forum in which such petition will be filed.

(e)  If any Member intends to file a notice of inconsistent treatment
under Code Section 6222(b), such Member shall give reasonable notice under
the circumstances to the other Members of such intent and the manner in
which the Member's intended treatment of an item is (or may be)
inconsistent with the treatment of that item by the other Members.

ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

8.01 MAINTENANCE OF BOOKS.

(a)  The Management Committee shall keep or cause to be kept at the
principal office of the Company or at such other location approved by the
Management Committee complete and accurate books and records of the
Company, supporting documentation of the transactions with respect to the
conduct of the Company's business and minutes of the proceedings of its
Members and the Management Committee, and any other books and records that
are required to be maintained by applicable Law.

(b)  The books of account of the Company shall be (i) maintained on
the basis of a fiscal year that is the calendar year, (ii) maintained on an
accrual basis in accordance with generally accepted accounting principles,
consistently applied, and (iii) audited by the Certified Public Accountants
at the end of each calendar year.

8.02 REPORTS.

(a) With respect to each calendar year, the Management Committee shall
prepare and deliver to each Member:

(i)  Within 120 Days after the end of such calendar year, a
profit and loss statement and a statement of cash flows for such year,
a balance sheet and a statement of each Member's

19

Capital Account as of the end of such year, together with a report
thereon of the Certified Public Accountants; and

(ii) Such federal, state and local income tax returns and such
other accounting, tax information and schedules as shall be necessary
for the preparation by each Member on or before July 15 following the
end of each calendar year of its income tax return with respect to
such year.

(b)  Within 15 Business Days after the end of each calendar month, the
Management Committee shall cause to be prepared and delivered to each
Member, with an appropriate certificate of the Person authorized to prepare
the same (provided that the Management Committee may change the financial
statements required by this Section 8.02(b) to a quarterly basis or may
make such other change therein as it may deem appropriate):

(i)  A profit and loss statement and a statement of cash flows
for such month (including sufficient information to permit the Members
to calculate their tax accruals), for the portion of the calendar year
then ended;

(ii) A balance sheet and a statement of each Member's Capital
Account as of the end of such month and the portion of the calendar
year then ended; and

(iii) A statement comparing the actual financial status and
results of the Company as of the end of or for such month and the
portion of the calendar year then ended with the budgeted or
forecasted status and results as of the end of or for such respective
periods.

(c)  The Management Committee shall also cause to be prepared and
delivered to each Member such other reports, forecasts, studies, budgets
and other information as the Management Committee may request from time to
time.

8.03 BANK ACCOUNTS. Funds of the Company shall be deposited in such banks
or other depositories as shall be designated from time to time by the Management
Committee. All withdrawals from any such depository shall be made only as
authorized by the Management Committee and shall be made only by check, wire
transfer, debit memorandum or other written instruction.

ARTICLE 9
BUYOUT OPTION

9.01 BUYOUT EVENTS. This Article 9 shall apply to any of the following
events (each a "Buyout Event"):

(a)  a Member shall dissolve or become Bankrupt; or

(b)  a Member shall commit a Default.

In each case, the Member with respect to whom a Buyout Event has occurred is
referred to herein as the "Affected Member."

9.02 PROCEDURE. If a Buyout Event occurs and is not cured within 30
Business Days of the Affected Member's receipt of notice thereof from another
Member (or such shorter period (not less than 10 Business Days) as may be
reasonable under the circumstances and set forth in such notice), then each of
the other Members shall have the option to acquire the Membership Interest of
the Affected Member (or to cause it to be acquired by a third party designated
by the other Members), in accordance with procedures that are substantively
equivalent to those set forth in Section 3.03(b)(iii) (and with the Members
exercising such preferential right also being referred to herein as "Purchasing
Members ").

9.03 PURCHASE PRICE. The purchase price for a Membership Interest being
purchased pursuant to this Article 9 (the "Purchase Price ") shall be determined
in the following manner. The Affected Member and the Purchasing Members shall
attempt to agree upon the fair market value of the applicable Membership
Interest and the terms and method of payment of such amount. If those Members do
not reach such agreement on or before the 30th

20

Day following the exercise of the option, any such Member, by notice to the
others, may require the determination of fair market value and the terms and
method of payment to be made by the Arbitrator pursuant to Article 10.

9.04 CLOSING. If an option to purchase is exercised in accordance with the
other provisions of this article 9, the closing of such purchase shall occur on
the 30th Day after the determination of the Fair Market Value pursuant to
Section 9.03 (or, if later, the fifth Business Day after the receipt of all
applicable regulatory and governmental approvals to the purchase), and shall be
conducted in a manner substantively equivalent to that set forth in Section
3.03.

9.05 TERMINATED MEMBER. Upon the occurrence of a closing under Section
9.04, the following provisions shall apply to the Affected Member (now a
"Terminated Member"):

(a)  The Terminated Member shall cease to be a Member immediately upon
the occurrence of the closing.

(b)  As the Terminated Member is no longer a Member, it will no longer
be entitled to receive any distributions (including liquidating
distributions) or allocations from the Company, and neither it nor its
Representative shall be entitled to exercise any voting or consent rights
or to receive any further information (or access to information) from the
Company.

(c)  The Terminated Member must pay to the Company all amounts owed to
it by such Member.

(d)  The Terminated Member shall remain obligated for all liabilities
it may have under this Agreement or otherwise with respect to the Company
that accrue prior to the closing.

(f)  The Sharing Ratio of the Terminated Member shall be allocated
among the purchasing Members in the proportion of the total Purchase Price
paid by each.

ARTICLE 10
DISPUTE RESOLUTION

10.01 DISPUTES. This Article 10 shall apply to any dispute arising under or
related to this Agreement (whether arising in contract, tort or otherwise, and
whether arising at law or in equity), including (a) any dispute regarding the
construction, interpretation, performance, validity or enforceability of any
provision of this Agreement or whether any Person is in compliance with, or
breach of, any provisions of this Agreement, and (b) the applicability of this
Article 10 to a particular dispute. Notwithstanding the foregoing, this Article
10 shall not apply to any matters that, pursuant to the provisions of this
Agreement, are to be resolved by a vote of the Members (including through the
Management Committee); provided, however, that if a vote, approval, consent,
determination or other decision must, under the terms of this Agreement, be made
(or withheld) in accordance with a standard other than Sole Discretion (such as
a reasonableness standard), then the issue of whether such standard has been
satisfied may be a dispute to which this Article 10 applies. Any dispute to
which this Article 10 applies is referred to herein as a "Dispute." With
respect to a particular Dispute, each Member that is a party to such Dispute is
referred to herein as a "Disputing Member." The provisions of this Article 10
shall be the exclusive method of resolving Disputes.

10.02 NEGOTIATION TO RESOLVE DISPUTES. If a Dispute arises, either
Disputing Member may initiate the dispute-resolution procedures of this Article
10 by delivering a notice (a "Dispute Notice") to the other Disputing Members.
Within 10 Days of delivery of a Dispute Notice, each Disputing Member shall
designate a representative, and such representatives shall promptly meet
(whether by phone or in person) in a good faith attempt to resolve the Dispute.
If such representatives can resolve the Dispute, such resolution shall be
reported in writing and shall be binding upon the Disputing Members. If such
representatives are unable to resolve the Dispute within 30 Days following the
delivery of the Dispute Notice (or such other period as such representatives may
agree), or if a Disputing Member fails to appoint a representative within 10
Days of delivery following the delivery of the Dispute Notice, then any
Disputing Member may take such Dispute to litigation.

21

ARTICLE 11
DISSOLUTION, WINDING-UP AND TERMINATION

11.01 DISSOLUTION. The Company shall dissolve and its affairs shall be
wound up on the first to occur of the following events (each a "Dissolution
Event"):

(a)  the unanimous consent of the Members; or

(b)  entry of a decree of judicial dissolution of the Company under
Section 18-802 of the Act.

11.02 WINDING-UP AND TERMINATION.

(a) On the occurrence of a Dissolution Event, the Management Committee
shall select one Member to act as liquidator. The liquidator shall proceed
diligently to wind up the affairs of the Company and make final
distributions as provided herein and in the Act. The costs of winding up
shall be borne as a Company expense. Until final distribution, the
liquidator shall continue to operate the Company properties with all of the
power and authority of the Members. The steps to be accomplished by the
liquidator are as follows:

(i)  as promptly as possible after dissolution and again after
final winding up, the liquidator shall cause a proper accounting to be
made by a recognized firm of certified public accountants of the
Company's assets, liabilities, and operations through the last
calendar day of the month in which the dissolution occurs or the final
winding up is completed, as applicable;

(ii) the liquidator shall discharge from Company funds all of the
Indebtedness and other debts, liabilities and obligations of the
Company (including all expenses incurred in winding up and any loans
described in Section 4.03) or otherwise make adequate provision for
payment and discharge thereof (including the establishment of a cash
escrow fund for contingent liabilities in such amount and for such
term as the liquidator may reasonably determine); and

(iii) all remaining assets of the Company shall be distributed to
the Members as follows:

(A)  the liquidator may sell any or all Company property,
including to Members, and any resulting gain or loss from each
sale shall be computed and allocated to the Capital Accounts of
the Members in accordance with the provisions of Article 5;

(B)  with respect to all Company property that has not been
sold, the fair market value of that property shall be determined
and the Capital Accounts of the Members shall be adjusted to
reflect the manner in which the unrealized income, gain, loss,
and deduction inherent in property that has not been reflected in
the Capital Accounts previously would be allocated among the
Members if there were a taxable disposition of that property for
the fair market value of that property on the date of
distribution; and

(C)  Company property (including cash) shall be distributed
among the Members in accordance with Section 5.02; and those
distributions shall be made by the end of the taxable year of the
Company during which the liquidation of the Company occurs (or,
if later, 90 Days after the date of the liquidation).

(b)  The distribution of cash or property to a Member in accordance
with the provisions of this Section 11.02 constitutes a complete return to
the Member of its Capital Contributions and a complete distribution to the
Member of its Membership Interest and all the Company's property and
constitutes a compromise to which all Members have consented pursuant to
Section 18-502(b) of the Act. To the extent that a Member returns funds to
the Company, it has no claim against any other Member for those funds.

22

11.03 DEFICIT CAPITAL ACCOUNTS. No Member will be required to pay to the
Company, to any other Member or to any third party any deficit balance that may
exist from time to time in the Member's Capital Account.

11.04 CERTIFICATE OF CANCELLATION. On completion of the distribution of
Company assets as provided herein, the Members (or such other Person or Persons
as the Act may require or permit) shall file a certificate of cancellation with
the Secretary of State of Delaware, cancel any other filings made pursuant to
Section 2.05, and take such other actions as may be necessary to terminate the
existence of the Company. Upon the filing of such certificate of cancellation,
the existence of the Company shall terminate (and the Term shall end), except as
may be otherwise provided by the Act or other applicable Law.

ARTICLE 12
GENERAL PROVISIONS

12.01 OFFSET. Whenever the Company is to pay any sum to any Member, any
amounts that Member owes the Company may be deducted from that sum before
payment.

12.02 NOTICES. Except as expressly set forth to the contrary in this
Agreement, all notices, requests or consents provided for or permitted to be
given under this Agreement must be in writing and must be delivered to the
recipient in person, by courier or mail or by facsimile or other electronic
transmission. A notice, request or consent given under this Agreement is
effective on receipt by the Member to receive it; provided, however, that a
facsimile or other electronic transmission that is transmitted after the normal
business hours of the recipient shall be deemed effective on the next Business
Day. All notices, requests and consents to be sent to a Member must be sent to
or made at the addresses given for that Member on Exhibit A or in the instrument
described in Section 3.03(b)(iv)(A)(II) or 3.04, or such other address as that
Member may specify by notice to the other Members. Any notice, request or
consent to the Company must be given to all of the Members. Whenever any notice
is required to be given by Law, the Delaware Certificate or this Agreement, a
written waiver thereof, signed by the Person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

12.03 ENTIRE AGREEMENT; SUPERSEDING EFFECT. This Agreement constitutes the
entire agreement of the Members and their Affiliates relating to the Company and
the transactions contemplated hereby and supersedes all provisions and concepts
contained in all prior contracts or agreements between the Members or any of
their Affiliates with respect to the Company and the transactions contemplated
hereby, whether oral or written, except for the Preliminary Agreement as
specifically provided herein, and for liabilities accrued under the Preliminary
Agreement.

12.04 PRESS RELEASES. Each Member agrees that it shall not (and shall cause
its Affiliates not to), without the other Members' consent, issue a press
release or have any contact with or respond to the news media with any sensitive
or Confidential Information, except as required by securities or similar laws
applicable to a Member and its Affiliates. Any press release by a Member or its
Affiliates with respect to any sensitive or Confidential Information shall be
subject to review and approval by the other Party, which approval shall not be
unreasonably withheld.

12.05 EFFECT OF WAIVER OR CONSENT. Except as otherwise provided in this
Agreement, a waiver or consent, express or implied, to or of any breach or
default by any Member in the performance by that Member of its obligations with
respect to the Company is not a consent or waiver to or of any other breach or
default in the performance by that Member of the same or any other obligations
of that Member with respect to the Company. Except as otherwise provided in this
Agreement, failure on the part of a Member to complain of any act of any Member
or to declare any Member in default with respect to the Company, irrespective of
how long that failure continues, does not constitute a waiver by that Member of
its rights with respect to that default until the applicable
statute-of-limitations period has run.

12.06 AMENDMENT OR RESTATEMENT. This Agreement or the Delaware Certificate
may be amended or restated only by a written instrument executed (or, in the
case of the Delaware Certificate, approved) by all of the Members.

23

12.07 BINDING EFFECT. Subject to the restrictions on Dispositions set forth
in this Agreement, this Agreement is binding on and shall inure to the benefit
of the Members and their respective successors and permitted assigns.

12.08 GOVERNING LAW; SEVERABILITY. This Agreement is governed by and shall
be construed in accordance with the Law of the state of Delaware, excluding any
conflict-of-laws rule or principle that might refer the governance or the
construction of this agreement to the Law of another jurisdiction. In the event
of a direct conflict between the provisions of this Agreement and any mandatory,
non-waivable provision of the Act, such provision of the Act shall control. If
any provision of the Act provides that it may be varied or superseded in a
limited liability company agreement (or otherwise by agreement of the members or
managers.

NRG Energy, Inc.

By: /s/ Craig A. Mataczynski
-----------------------------
Name: Craig A. Mataczynski
Title: Senior Vice President

24

EXHIBIT A

Member              Capital Contribution  Membership Units  Percentage Ownership
----------------    --------------------  ----------------  --------------------

NRG Energy, Inc.    $           1,000.00        1,000                100%

Designated Representatives to Management Committee:

Craig A. Mataczynski
Alan D. Williams

25

EXHIBIT 3.73

CERTIFICATE OF FORMATION
OF
NRG MESQUITE LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NRG
Mesquite LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is William H. Rice, II, NRG Energy, Inc., 901
Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG Mesquite LLC this 8th day of December, 2000.

/s/ William H. Rice, II
----------------------------------
William H. Rice, II
Authorized Person

EXHIBIT 3.74

AMENDMENT TO THE
LIMITED LIABILITY COMPANY AGREEMENT OF
NRG MESQUITE LLC
A DELAWARE LIMITED LIABILITY COMPANY

THIS AMENDMENT (the "Amendment") to the Limited Liability Company
Agreement of NRG Mesquite LLC, a Delaware limited liability company (the
"Company"), dated as of November 15, 2002 (the "Effective Date"), is adopted,
executed and agreed to by the undersigned, NRG Energy, Inc., a Delaware
corporation and the sole member of the Company (the "Member"), and Cheryl A.
Tussie, the Independent Member of the Company (the "Independent Member").

WHEREAS, the Member has entered into a Limited Liability Company
Agreement dated December 20, 2000 in respect of the Company, which provides that
the unanimous consent of the Members and at least one Independent Member shall
be required to take certain actions; and

WHEREAS, the Member and the Independent Member deem it to be advisable
and in the best interests of the Company to amend the provision in the Limited
Liability Company Agreement requiring the unanimous consent of the Members and
the Independent Member and certain other provisions referencing such Independent
Member.

NOW THEREFORE, in consideration of the foregoing, the Member and the
Independent Member hereby amend the Limited Liability Company Agreement as
follows:

(1)      Section 3.08 is hereby amended and restated in its
entirety to read as follows:

"WITHDRAWAL. A Member may not withdraw or resign from the
Company; provided, however, that the Independent Member may
resign at any time, and such resignation shall become
effective upon acceptance by the Company."

(2)      Section 6.05 is hereby deleted in its entirety and is
replaced by the words "Intentionally Omitted."

Except as expressly amended hereby, all of the terms and provisions of
the Limited Liability Company Agreement are and shall remain in full force and
effect.

IN WITNESS WHEREOF, the Member and the Independent Member hereto have
caused this Amendment to be duly executed as of the date first above written.

NRG ENERGY, INC.

By:/s/ Richard C. Kelly
-----------------------------
Name: Richard C. Kelly
Its: President and Chief Operating Officer

By: /s/ Cheryl A. Tussie
-----------------------------
Name: Cheryl A. Tussie
Independent Member

LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG MESQUITE LLC
A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF NRG MESQUITE LLC (this
"Agreement"), dated December 20, 2000 (the "Effective Date"), is adopted,
executed and agreed to, for good and valuable consideration, by the Members (as
defined below).

RECITALS

1.       NRG Energy, Inc., a Delaware limited liability company
("NRG"), has agreed to become the sole Member of the Company (as defined below).

2.       NRG now desires to enter into this Agreement with respect to
various matters relating to the Company.

ARTICLE 1
DEFINITIONS

1.01     DEFINITIONS. As used in this Agreement, the following terms
have the respective meanings set forth below or set forth in the Sections
referred to below:

Act - the Delaware Limited Liability Company Act.

AFFECTED MEMBER - Section 9.01.

AFFILIATE - with respect to any Person, (a) each entity that
such Person Controls; (b) each Person that Controls such Person,
including, in the case of a Member, such Member's Parent; and (c) each
entity that is under common Control with such Person, including, in the
case of a Member, each entity that is Controlled by such Member's
Parent.

AGREEMENT - introductory paragraph.

ALTERNATE REPRESENTATIVE - Section 6.02(a)(i).

ASSIGNEE - any Person that acquires a Membership Interest or
any portion thereof through a Disposition; provided, however, that, an
Assignee shall have no right to be admitted to the Company as a Member
except in accordance with Section 3.03(b)(iii).

BANKRUPTCY OR BANKRUPT - with respect to any Person, that (a)
such Person (i) makes a general assignment for the benefit of
creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes
the subject of an order for relief or is declared insolvent in any
federal or state bankruptcy or insolvency proceedings; (iv) files a
petition or answer seeking for such Person a reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or
similar relief under any Law; (v) files an answer or other pleading
admitting or failing to contest the material allegations of a petition
filed against such Person in a proceeding of the type described in
subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents
to, or acquiesces in the appointment of a trustee, receiver, or
liquidator of such Person or of all or any substantial part of such
Person's properties; or (b) against such Person, a proceeding seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any Law has been commenced and 60
Days have expired without dismissal thereof or with respect to which,
without such Person's consent or acquiescence, a trustee, receiver, or
liquidator of such Person or of all or any substantial part of such
Person's properties has been appointed and 60 Days have expired without
the appointment's having been vacated or stayed, or 60 Days have
expired after the date of expiration of a stay, if the appointment has
not previously been vacated.

1

BUSINESS DAY - any day other than a Saturday, a Sunday, or a
holiday on which national banking associations in Minnesota, Louisiana,
Texas or New York are not open for business.

BUYOUT EVENT - Section 9.01.

CAPITAL ACCOUNT - the account to be maintained by the Company
for each Member in accordance with Section 4.06.

CAPITAL CONTRIBUTION - with respect to any Member, the amount
of money and the net agreed value of any property (other than money)
contributed to the Company by the Member. Any reference in this
Agreement to the Capital Contribution of a Member shall include a
Capital Contribution of its predecessors in interest.

CERTIFIED PUBLIC ACCOUNTANTS - a firm of independent public
accountants selected from time to time by the Management Committee.

CHANGE OF MEMBER CONTROL - with respect to any Member, an
event (such as a Disposition of voting securities) that causes such
Member to cease to be Controlled by such Member's Parent; provided,
however, that an event that causes any of such Member's Parents to be
Controlled by another Person shall not constitute a Change of Member
Control.

CLAIM - any and all judgments, claims, causes of action,
demands, lawsuits, suits, proceedings, Governmental investigations or
audits, losses, assessments, fines, penalties, administrative orders,
obligations, costs, expenses, liabilities and damages (whether actual,
consequential or punitive), including interest, penalties, reasonable
attorney's fees, disbursements and costs of investigations,
deficiencies, levies, duties and imposts.

CODE - the Internal Revenue Code of 1986, as amended.

COMPANY - NRG Mesquite LLC, a Delaware limited liability
company.

CONFIDENTIAL INFORMATION - information and data (including all
copies thereof) that is furnished or submitted by any of the Members or
their Affiliates, whether oral (and if oral, reduced to writing and
marked "confidential" within 10 days of disclosure), written, or
electronic, on a confidential basis to the other Members or their
Affiliates in connection with the Company, and any and all of the
activities and studies performed pursuant to this Agreement or any
Project Agreement, and the resulting information and data obtained from
those studies. Notwithstanding the foregoing, the term "Confidential
Information" shall not include any information that:

(a)      is in the public domain at the time of its
disclosure or thereafter (other than as a result of a
disclosure directly or indirectly by a Member or its
Affiliates in contravention of this Agreement or any Project
Agreement);

(b)      as to any Member, was in the possession of
such Member or its Affiliates prior to the execution of this
Agreement; or

(c)      is engineering information (for example,
heat balance and capital cost information) that has been
independently acquired or developed by a Member or its
Affiliates without violating any of the obligations of such
Member or its Affiliates under this Agreement.

CONTROL - the possession, directly or indirectly of
either of the following:

(a)      (i) in the case of a corporation, more than
50% of the outstanding voting securities thereof; (ii) in the
case of a limited liability company, partnership, limited
partnership or venture, the right to more than 50% of the
distributions therefrom (including liquidating distributions);
(iii) in the case of a trust or estate, including a business
trust, more than 50% of the

2

beneficial interest therein; and (iv) in the case of any other
entity, more than 50% of the economic or beneficial interest
therein; or

(b)      in the case of any entity, the power or
authority, through ownership of voting securities, by contract
or otherwise, to exercise a controlling influence over the
management of the entity.

DAY - a calendar day; provided, however, that if any period of
Days referred to in this Agreement shall end on a Day that is not a
Business Day, then the expiration of such period shall be automatically
extended until the end of the first succeeding Business Day.

DEFAULT - the failure of a Member to comply in any material
respect with any of its material agreements, covenants or obligations
under this Agreement; the failure of any representation or warranty
made by a Member in this Agreement to have been true and correct in all
material respects at the time it was made; or the failure of a Member,
without justified cause, to take any action materially necessary for
the progress of the Project consistent with or required by the terms of
this Agreement (including participating in meetings or decisions).

DEFAULT RATE - a rate per annum equal to the lesser of (a) a
varying rate per annum equal to the sum of (i) the prime rate as
published in The Wall Street Journal, with adjustments in that varying
rate to be made on the same date as any change in that rate is so
published, plus (ii) 3% per annum, and (b) the maximum rate permitted
by Law.

DEFERRED AMOUNT - Section 9.03(c).

DELAWARE CERTIFICATE - Section 2.01.

DISPOSE, DISPOSING OR DISPOSITION - with respect to any asset
(including a Membership Interest or any portion thereof), a sale,
assignment, transfer, conveyance, gift, exchange or other disposition
(other than the pledge or assignment to any creditor of the Company or
the Member, or any collateral agent for such creditor, of any
Membership Interest as security for the indebtedness to such creditor)
of such asset, whether such disposition be voluntary, involuntary or by
operation of Law, including the following: (a) in the case of an asset
owned by a natural person, a transfer of such asset upon the death of
its owner, whether by will, intestate succession or otherwise; (b) in
the case of an asset owned by an entity, (i) a merger or consolidation
of such entity (other than where such entity is the survivor thereof),
(ii) a conversion of such entity into another type of entity, or (iii)
a distribution of such asset, including in connection with the
dissolution, liquidation, winding-up or termination of such entity
(unless, in the case of dissolution, such entity's business is
continued without the commencement of liquidation or winding-up); and
(c) a disposition in connection with, or in lieu of, a foreclosure of
an Encumbrance; but such terms shall not include the creation of an
Encumbrance.

DISPUTE - Section 10.01.

DISPUTE NOTICE - Section 10.02.

DISPUTING MEMBER - Section 10.01.

DISSOLUTION EVENT - Section 11.01 (a).

EFFECTIVE DATE - introductory paragraph.

ENCUMBER, ENCUMBERING, OR ENCUMBRANCE - the creation of a
security interest, lien, pledge, mortgage or other encumbrance, whether
such encumbrance be voluntary, involuntary or by operation of Law;
provided, however, that the pledge or assignment to any creditor of the
Company or NRG or any collateral agent for such creditor, of any
Membership Interest as security for the indebtedness to such creditor
shall not be deemed to be an Encumbrance thereof.

3

FAIR MARKET VALUE - Section 9.03.

GOVERNMENTAL AUTHORITY (OR GOVERNMENTAL) - a federal, state,
local or foreign governmental authority; a state, province,
commonwealth, territory or district thereof; a county or parish; a
city, town, township, village or other municipality; a district, ward
or other subdivision of any of the foregoing; any executive,
legislative or other governing body of any of the foregoing; any
agency, authority, board, department, system, service, office,
commission, committee, council or other administrative body of any of
the foregoing; any court or other judicial body; and any officer,
official or other representative of any of the foregoing.

INCLUDING - including, without limitation.

INDEPENDENT MEMBER - means a natural person who is not an
officer, director, agent, employee or representative of the Company,
NRG; or any Affiliate of any of the foregoing.

LAW - any applicable constitutional provision, statute, act,
code (including the Code), law, regulation, rule, ordinance, order,
decree, ruling, proclamation, resolution, judgment, decision,
declaration, or interpretative or advisory opinion or letter of a
Governmental Authority having valid jurisdiction.

LENDING MEMBER - Section 4.03(a)(ii).

LOAN DOCUMENTS - any and all documents relating to money
borrowed by Northeast, including money borrowed through public or
private sales of its debt securities, as the same may be amended or
restated from time to time.

MANAGEMENT COMMITTEE - Section 6.02.

MEMBER - any Person executing this Agreement as of the date of
this Agreement as a member or hereafter admitted to the Company as a
member as provided in this Agreement, but such term does not include
any Person who has ceased to be a member in the Company.

MEMBERSHIP INTEREST - with respect to any Member, (a) that
Member's status as a Member; (b) that Member's share of the income,
gain, loss, deduction and credits of, and the right to receive
distributions from, the Company; (c) all other rights, benefits and
privileges enjoyed by that Member (under the Act, this Agreement, or
otherwise) in its capacity as a Member, including that Member's rights
to vote, consent and approve and otherwise to participate in the
management of the Company, including through the Management Committee;
and (d) all obligations, duties and liabilities imposed on that Member
(under the Act, this Agreement or otherwise) in its capacity as a
Member, including any obligations to make Capital Contributions.

NON-CONTRIBUTING MEMBER - Section 4.03(a).

NRG - NRG Energy, Inc., a Delaware Corporation.

OFFICER - any Person designated as an officer of the Company
as provided in Section 6.02(j), but such term does not include any
Person who has ceased to be an officer of the Company.

OUTSIDE ACTIVITIES - Section 6.05(b).

PARENT- if applicable to a Member, the company or companies
set forth opposite the name of such Member on Exhibit A.

PERMITS - all permits, licenses, approvals or other actions of
Governmental Authorities that are required for the ownership and
operation of the Project, as contemplated by this Agreement.

PERSON - the meaning assigned that term in Section 18-101(11)
of the Act and also includes a Governmental Authority and any other
entity.

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PURCHASE PRICE - Section 9.03.

REPRESENTATIVE - Section 6.02(a)(i).

SECURITIES ACT - the Securities Act of 1933.

SELLER - Atlantic City Electric Company, a New Jersey
corporation.

SHARING RATIO - subject in each case to adjustments in
accordance with this Agreement or in connection with Dispositions of
Membership Interests, (a) in the case of a Member executing this
Agreement as of the date of this Agreement or a Person acquiring such
Member's Membership Interest, the percentage specified for that Member
as its Sharing Ratio on Exhibit A, and (b) in the case of Membership
Interest issued pursuant to Section 3.04, the Sharing Ratio established
pursuant thereto; provided, however, that the total of all Sharing
Ratios shall always equal 100%.

SOLE DISCRETION - a Member's sole and absolute discretion,
with or without cause, and subject to whatever limitations or
qualifications the Member may impose.

TAX MATTERS MEMBER - Section 7.03(a).

TERM - Section 2.06.

TERMINATED MEMBER - Section 9.05.

TREASURY REGULATIONS - the regulations (including temporary
regulations) promulgated by the United States Department of the
Treasury pursuant to and in respect of provisions of the Code. All
references herein to sections of the Treasury Regulations shall include
any corresponding provision or provisions of succeeding, similar or
substitute, temporary or final Treasury Regulations.

Other terms defined herein have the meanings so given them.

1.02     CONSTRUCTION. Unless the context requires otherwise: (a) the
gender (or lack of gender) of all words used in this Agreement includes the
masculine, feminine, and neuter; (b) references to Articles and Sections refer
to Articles and Sections of this Agreement; (c) references to Exhibits refer to
the Exhibits attached to this Agreement, each of which is made a part hereof for
all purposes; (d) references to Laws refer to such Laws as they may be amended
from time to time, and references to particular provisions of a Law include any
corresponding provisions of any succeeding Law; and (e) references to money
refer to legal currency of the United States of America.

ARTICLE 2
ORGANIZATION

2.01     FORMATION. The Company has been organized as a Delaware
limited liability company by the filing of a Certificate of Formation (the
"Delaware Certificate"), dated December______, 2000 the "Formation Date "), with
the Secretary of State of Delaware pursuant to the Act.

2.02     NAME. The name of the Company is "NRG Mesquite LLC" and all
Company business must be conducted in that name or such other names that comply
with Law as the Management Committee may select.

2.03     REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE IN THE
UNITED STATES; OTHER OFFICES. The registered office of the Company required by
the Act to be maintained in the State of Delaware shall be the office of the
initial registered agent named in the Delaware Certificate or such other office
(which need not be a place of business of the Company) as the Management
Committee may designate in the manner provided by Law. The registered agent of
the Company in the State of Delaware shall be the initial registered agent named
in the Delaware

5

Certificate or such other Person or Persons as the Management Committee may
designate in the manner provided by Law. The principal office of the Company in
the United States shall be at such place as the Management Committee may
designate, which need not be in the State of Delaware, and the Company shall
maintain records there or such other place as the Management Committee shall
designate and shall keep the street address of such principal office at the
registered office of the Company in the State of Delaware. The Company may have
such other offices as the Management Committee may designate.

2.04     PURPOSES. The purpose of the Company shall be the ownership
and operation of power generation facilities, either directly or through the
ownership of one or more entities engaged in that business.

2.05     FOREIGN QUALIFICATION. Prior to the Company's conducting
business in any jurisdiction other than Delaware, the Management Committee shall
cause the Company to comply, to the extent procedures are available and those
matters are reasonably within the control of the Management Committee, with all
requirements necessary to qualify the Company as a foreign limited liability
company in that jurisdiction. At the request of the Management Committee, each
Member shall execute, acknowledge, swear to, and deliver all certificates and
other instruments conforming with this Agreement that are necessary or
appropriate to qualify, continue, and terminate the Company as a foreign limited
liability company in all such jurisdictions in which the Company may conduct
business.

2.06     TERM. The period of existence of the Company (the "Term")
commenced on the Formation Date and shall end at such time as a certificate of
cancellation is filed with the Secretary of State of Delaware in accordance with
Section 11.04. Such period may be extended from time to time by Members holding
a majority of the Membership Interests.

2.07     NO STATE-LAW PARTNERSHIP. The Members intend that the Company
not be a partnership (including a limited partnership) or joint venture, and
that no Member be a partner or joint venturer of any other Member, for any
purposes other than federal and state tax purposes, and this Agreement may not
be construed to suggest otherwise.

2.08     UNITS; CERTIFICATES OF MEMBERSHIP INTEREST; APPLICABILITY OF
ARTICLE 8 OF UCC. Membership Interests shall be represented by units ("Units").
The number of authorized Units shall be one thousand (1,000). All Membership
Interests shall be represented by certificates in such form as the Management
Committee shall from time to time approve, shall be recorded in a register
thereof maintained by the Company, and shall be subject to such rules for the
issuance thereof as the Management Committee may from time to time determine.
Membership Interests shall be subject to the provisions of Article 8 of the
Uniform Commercial Code as may be applicable in the State of New York from time
to time.

ARTICLE 3
MEMBERSHIP; DISPOSITIONS OF INTERESTS

3.01     INITIAL MEMBERS. The initial Members of the Company are the
Persons executing this Agreement as of the date of this Agreement as Members,
each of which is admitted to the Company as a Member effective contemporaneously
with the execution by such Person of this Agreement.

3.02     REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Member hereby
represents, warrants and covenants to the Company and each other Member that the
following statements are true and correct as of the Effective Date and shall be
true and correct at all times that such Member is a Member:

(a)      that Member is duly incorporated, organized or formed
(as applicable), validly existing, and (if applicable) in good standing
under the Law of the jurisdiction of its incorporation, organization or
formation; if required by applicable Law, that Member is duly qualified
and in good standing in the jurisdiction of its principal place of
business, if different from its jurisdiction of incorporation,
organization or formation; and that Member has full power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder, and all necessary actions by the board of directors,
shareholders, managers, members, partners, trustees, beneficiaries, or
other applicable Persons necessary for the due authorization,
execution, delivery, and performance of this Agreement by that Member
have been duly taken;

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(b)      that Member has duly executed and delivered this
Agreement and the other documents contemplated herein, and they
constitute the legal, valid and binding obligation of that Member
enforceable against it in accordance with their terms (except as may be
limited by bankruptcy, insolvency or similar Laws of general
application and by the effect of general principles of equity,
regardless of whether considered at law or in equity); and

(c)      that Member's authorization, execution, delivery, and
performance of this Agreement does not and will not (i) conflict with,
or result in a breach, default or violation of, (A) the organizational
documents of such Member, (B) any contract or agreement to which that
Member is a party or is otherwise subject, or (C) any Law, order,
judgment, decree, writ, injunction or arbitral award to which that
Member is subject; or (ii) require any consent, approval or
authorization from, filing or registration with, or notice to, any
Governmental Authority or other Person, unless such requirement has
already been satisfied.

3.03     DISPOSITIONS AND ENCUMBRANCES OF MEMBERSHIP INTERESTS.

(a)      GENERAL RESTRICTION. A Member may not Dispose of or
Encumber all or any portion of its Membership Interest except in strict
accordance with this Section 3.03. (References in this Section 3.03 to
Dispositions or Encumbrances of a "Membership Interest" shall also
refer to Dispositions or Encumbrances of a portion of a Membership
Interest.) Any attempted Disposition or Encumbrance of a Membership
Interest, other than in strict accordance with this Section 3.03, shall
be, and is hereby declared, null and void ab initio. The Members agree
that a breach of the provisions of this Section 3.03 may cause
irreparable injury to the Company and to the other Members for which
monetary damages (or other remedy at law) are inadequate in view of (i)
the complexities and uncertainties in measuring the actual damages that
would be sustained by reason of the failure of a Member to comply with
such provision and (ii) the uniqueness of the Company business and the
relationship among the Members. Accordingly, the Members agree that the
provisions of this Section 3.03 may be enforced by specific
performance.

(b)      DISPOSITIONS OF MEMBERSHIP INTERESTS.

(i)      GENERAL RESTRICTION. A Member may not
Dispose of all or any portion of its Membership Interest
except by complying with all of the following requirements:

(A)      such Member must receive the
unanimous consent of the non-Disposing Members, which
consent shall not be unreasonably withheld by each of
such other Members; provided, however, that such
consent need not be obtained if (I) the proposed
Assignee is a Wholly-Owned Affiliate of the Disposing
Member and (II) such proposed Assignee demonstrates
to the reasonable satisfaction of the other Members
that it has the ability to meet the financial and
contractual commitments and other obligations of the
Disposing Member; and

(B)      such Member must comply with the
requirements of Section 3.03(b)(iii) and, if the
Assignee is to be admitted as a Member, Section
3.03(b)(ii).

(ii)     ADMISSION OF ASSIGNEE AS A MEMBER. An
Assignee has the right to be admitted to the Company as a
Member, with the Membership Interest (and attendant Sharing
Ratio) so transferred to such Assignee, only if (A) the
Disposing Member making the Disposition has granted the
Assignee either (I) the Disposing Member's entire Membership
Interest or (II) the express right to be so admitted; and (B)
such Disposition is effected in strict compliance with this
Section 3.03.

(iii)    REQUIREMENTS APPLICABLE TO ALL DISPOSITIONS
AND ADMISSIONS. In addition to the requirements set forth in
Sections 3.03(b)(i) and 3.03(b)(ii), any Disposition of a
Membership Interest and any admission of an Assignee as a
Member shall also be subject to the following requirements,
and such Disposition (and admission, if applicable) shall not
be effective unless such requirements are complied with;
provided, however, that the Management Committee, in its sole
and absolute discretion, may waive any of the following
requirements:

7

(A)      DISPOSITION DOCUMENTS. The
following documents must be delivered to the
Management Committee and must be satisfactory, in
form and substance, to the Management Committee:

(I)      DISPOSITION INSTRUMENT. A
copy of the instrument pursuant to which the
Disposition is effected.

(II)     RATIFICATION OF THIS
AGREEMENT. An instrument, executed by the
Disposing Member and its Assignee,
containing the following information and
agreements, to the extent they are not
contained in the instrument described in
Section 3.03(b)(iii)(A)(I): (1) the notice
address of the Assignee; (2) if applicable,
the Parent of the Assignee; (3) the Sharing
Ratios after the Disposition of the
Disposing Member and its Assignee (which
together must total the Sharing Ratio of the
Disposing Member before the Disposition);
(4) the Assignee's ratification of this
Agreement and agreement to be bound by it,
and its confirmation that the
representations and warranties in Section
3.02 are true and correct with respect to
it; (5) the Assignee's ratification of all
of the Project Agreements and agreement by
be bound by them, to the same extent that
the Disposing Member was bound by them prior
to the Disposition; and (6) representations
and warranties by the Disposing Member and
its Assignee (aa) that the Disposition and
admission is being made in accordance with
all applicable Laws, and (bb) that the
matters set forth in Sections
3.03(b)(iii)(A)(III) and (IV) are true and
correct.

(III)    SECURITIES LAW OPINION.
Unless the Membership Interest subject to
the Disposition is registered under the
Securities Act and any applicable state
securities Law, or the proposed Assignee is
a Wholly-Owned Affiliate as described in
3.03(b)(i)(A) above, a favorable opinion of
the Company's legal counsel, or of other
legal counsel acceptable to the Management
Committee, to the effect that the
Disposition and admission is being made
pursuant to a valid exemption from
registration under those Laws and in
accordance with those Laws.

(IV)     TAX OPINION. A favorable
opinion of the Certified Public Accountants,
or of other certified public accountants
acceptable to the Management Committee, to
the effect that the Disposition would not
result in the Company's being considered to
have terminated within the meaning of Code
Section 708.

(B)      PAYMENT OF EXPENSES. The Disposing
Member and its Assignee shall pay, or reimburse the
Company for, all reasonable costs and expenses
incurred by the Company in connection with the
Disposition and admission, including the legal fees
incurred in connection with the legal opinions
referred to in Sections 3.03(b)(iii)(A)(III) and
(IV), on or before the tenth Day after the receipt by
that Person of the Company's invoice for the amount
due.

(C)      NO RELEASE. No Disposition of a
Membership Interest shall effect a release of the
Disposing Member from any liabilities to the Company
or the other Members arising from events occurring
prior to the Disposition.

(iv)     CHANGE OF MEMBER CONTROL. A Change of Member
Control must also comply with the requirements of this Section
3.03.

(c)      ENCUMBRANCES OF MEMBERSHIP INTEREST. A Member may
Encumber its Membership Interest if the instrument creating such
Encumbrance provides that any foreclosure of such Encumbrance (or
Disposition in lieu of such foreclosure) must comply with the
requirements of Section 3.03(b).

8

(d)      RIGHT OF FIRST REFUSAL. Except as otherwise expressly
permitted by this Agreement, this Section 3.03(d) shall apply to any
proposed voluntary Disposition of a Membership Interest to any
purchaser (other than a majority owned Affiliate of the disposing
party) for consideration in the form of cash or promissory notes or
other obligations to pay sums certain. The Member proposing to make
such a Distribution shall provide written notice (a "Disposition
Notice") to the remaining Members at least 90 days prior to the
proposed Disposition. The Disposition Notice must set forth the
identity of the proposed transferee, the sale price, and all other
material terms and conditions of the proposed Disposition. In the Case
of a Change of member Control, the Disposition notice must set forth
the portion, if less than 100%, of the total purchase price that is
applicable to such Member's Membership Interest. Upon receipt of a
Disposition Notice, the remaining Members shall have the option for a
period of 30 days to purchase all, but not less than all, of such
Membership Interest. Such Membership Interest shall be allocated to the
Members exercising their option under this Section 3.03(d) pro rata in
accordance with their Membership Interests. The purchase pursuant to
the exercise of this option shall be at the price and pursuant to the
terms and conditions of the proposed Disposition. If no Member
exercises such option, the Member proposing such Disposition shall be
free, for a period of 60 days after the expiration of the remaining
Members' options, to Dispose of the Membership Interests that were the
subject of the Disposition Notice, but only to the party, and for the
price and on the terms and conditions, set forth in the Disposition
Notice. If the proposed disposition does not occur within 60 days after
the expiration of the remaining Members' options, the Membership
Interest may not be Disposed of pursuant to this section 30.0(d) unless
the Member again complies with the terms of this Agreement.

(e)      RIGHTS IN MEMBERSHIP INTERESTS PLEDGED AS COLLATERAL.
Any other provision of this Agreement to the contrary notwithstanding,
by executing and delivering this Agreement, each Member shall be deemed
to have consented to (i) the pledge, assignment, hypothecation and
transfer to any creditor of the Company or Northeast or its agents,
successors or assigns of, and the grant to such creditor or other
Person of a lien on and security interest in, as security for the
indebtedness of the Company or Northeast to such creditor, all of such
Member's right, title and interest in, to and under its Membership
Interest and any other collateral securing such indebtedness, (ii) the
exercise by any such creditor or other Person of the rights and
remedies under any security document related to such collateral,
including, without limitation, the right to exercise the voting and
consensual rights and other powers of each Member to the extent
provided in any such security document, and (ii) the right to foreclose
upon or exercise a power of sale with respect to the Membership
Interest of each Member and any other collateral subject to such
security documents and to cause the agent or designee of such creditor
or any third party purchaser of such Membership Interest to become an
additional or substitute Member, and (c) all other provisions of the
loan and security documents relating to such indebtedness or
collateral, the issuance of new or substituted Membership Interests, or
the ownership of Membership Interests.

3.04     CREATION OF ADDITIONAL MEMBERSHIP INTEREST. Additional
Membership Interests may be created and issued to existing Members or to other
Persons, and such other Persons may be admitted to the Company as Members, with
the unanimous consent of the existing Members, on such terms and conditions as
the existing Members may unanimously determine at the time of admission. The
terms of admission or issuance must specify the Sharing Ratios applicable
thereto and may provide for the creation of different classes or groups of
Members having different rights, powers, and duties. The Management Committee
may reflect the creation of any new class or group in an amendment to this
Agreement indicating the different rights, powers, and duties. Any such
admission is effective only after the new Member has executed and delivered to
the Members an instrument containing the notice address of the new Member, the
Assignee's ratification of this Agreement and agreement to be bound by it, and
its confirmation that the representations and warranties in Section 3.02 are
true and correct with respect to it. The provisions of this Section 3.04 shall
not apply to Dispositions of Membership Interests or admissions of Assignees in
connection therewith, such matters being governed by Section 3.03.

3.05     ACCESS TO INFORMATION. Each Member shall be entitled to
receive any information that it may request concerning the Company; provided,
however, that this Section 3.05 shall not obligate the Company or the Management
Committee to create any information that does not already exist at the time of
such request (other than to convert existing information from one medium to
another, such as providing a printout of information that is stored in a
computer database). Each Member shall also have the right, upon reasonable
notice, and at all reasonable times during usual business hours to inspect the
properties of the Company and to audit, examine and make copies of

9

the books of account and other records of the Company. Such right may be
exercised through any agent or employee of such Member designated in writing by
it or by an independent public accountant, engineer, attorney or other
consultant so designated. The Member making the request shall bear all costs and
expenses incurred in any inspection, examination or audit made on such Member's
behalf. Confidential Information obtained pursuant to this Section 3.05 shall be
subject to the provisions of Section 3.06.

3.06     CONFIDENTIAL INFORMATION.

(a)      Except as permitted by Section 3.06(b),

(i)      each Member shall keep confidential all
Confidential Information and shall not disclose any
Confidential Information to any Person, including any of its
Affiliates, and

(ii)     each Member shall use the Confidential
Information only in connection with the Company.

(b)      Notwithstanding Section 3.06(a), but subject to the
other provisions of this Section 3.06, a Member may make the following
disclosures and uses of Confidential Information:

(i)      disclosures to another Member in connection
with the Company;

(ii)     disclosures and uses that are approved by
the Management Committee;

(iii)    disclosures to an Affiliate of such Member
on a "need to know" basis in connection with the Company, if
such Affiliate has agreed to abide by the terms of this
Section 3.06;

(iv)     disclosures to a Person that is not a Member
or an Affiliate of a Member, if such Person has been retained
to provide services by the Member in connection with the
Company or such Member's Membership Interest and has agreed to
abide by the terms of this Section 3.06;

(v)      disclosures to lenders, potential lenders or
other Persons providing financing for the Project, potential
equity purchasers, if such Persons have agreed to abide by the
terms of this Section 3.06;

(vi)     disclosures to ISO and its consultants and
representatives;

(vii)    disclosures to Governmental Authorities that
are necessary to operate the Project consistent with the
Project Agreements;

(viii)   disclosures that a Member is legally
compelled to make by deposition, interrogatory, request for
documents, subpoena, civil investigative demand, order of a
court of competent jurisdiction, or similar process, or
otherwise by Law or securities exchange requirements;
provided, however, that, prior to any such disclosure, such
Member shall, to the extent legally permissible:

(A)      provide the Management Committee
with prompt notice of such requirements so that one
or more of the Members may seek a protective order or
other appropriate remedy or waive compliance with the
terms of this Section 3.06(b)(vii);

(B)      consult with the Management
Committee on the advisability of taking steps to
resist or narrow such disclosure; and

(C)      cooperate with the Management
Committee and with the other Members in any attempt
one or more of them may make to obtain a protective
order or other appropriate remedy or assurance that
confidential treatment will be afforded the
Confidential Information; and in the event such
protective order or other remedy is not obtained, or
the other Members waive compliance with the
provisions hereof, such Member agrees (I) to furnish
only that portion of the Confidential Information
that the

10

other Members are advised by counsel to the
disclosing Member is legally required and (II) to
exercise all reasonable efforts to obtain assurance
that confidential treatment will be accorded such
Confidential Information.

(c)      Each Member shall take such precautionary measures as
may be required to ensure (and such Member shall be responsible for)
compliance with this Section 3.06 by any of its Affiliates, and its and
their directors, officers, employees and agents, and other Persons to
which it may disclose Confidential Information in accordance with this
Section 3.06.

(d)      A Terminated Member shall promptly destroy (and
provide a certificate of destruction to the Company with respect to) or
return to the Company, as directed by the Management Committee, all
Confidential Information in its possession. Notwithstanding the
immediately-preceding sentence, a Terminated Member may, subject to the
other provisions of this Section 3.06, retain and use Confidential
Information for the limited purpose of preparing such Terminated
Member's tax returns and defending audits, investigations and
proceedings relating thereto.

(e)      The Members agree that no adequate remedy at law
exists for a breach or threatened breach of any of the provisions of
this Section 3.06, the continuation of which unremedied will cause the
Company and the other Members to suffer irreparable harm. Accordingly,
the Members agree that the Company and the other Members shall be
entitled, in addition to other remedies that may be available to them,
to immediate injunctive relief from any breach of any of the provisions
of this Section 3.06 and to specific performance of their rights
hereunder, as well as to any other remedies available at law or in
equity.

(f)      The obligations of the Members under this Section
3.06 shall terminate on the third anniversary of the end of the Term.

3.07      LIABILITY TO THIRD PARTIES. No Member shall be liable for the
debts, obligations or liabilities of the Company.

3.08      WITHDRAWAL. A Member may not withdraw or resign from the
Company.

ARTICLE 4
CAPITAL CONTRIBUTIONS

4.01     INITIAL CAPITAL CONTRIBUTIONS. Contemporaneously with the
execution by such Member of this Agreement, each Member shall make the Capital
Contributions described for that Member in Exhibit A.

4.02     SUBSEQUENT CAPITAL CONTRIBUTIONS. Without creating any rights
in favor of any third party, each Member shall contribute to the Company, in
cash, on or before the date specified as hereinafter described, that Member's
Sharing Ratio of all monies that in the unanimous judgment of the Management
Committee are necessary to enable the Company to acquire the Project from the
Seller and to cause the assets of the Company to be properly operated and
maintained and to discharge its costs, expenses, obligations, and liabilities,
including without limitation its Sharing Ratio of the purchase price set forth
in the Asset Sale Agreement, and its Sharing Ratio of Working Capital
Requirements in order to bring current Company bank accounts to an amount equal
to the Working Capital Requirements, as more particularly described in Section
5.01 below. The Management Committee shall notify each other Member of the need
for Capital Contributions pursuant to this Section 4.02 when appropriate, which
notice must include a statement in reasonable detail of the proposed uses of the
Capital Contributions and a date (which date may be no earlier than the fifth
Business Day following each Member's receipt of its notice) before which the
Capital Contributions must be made. Notices for Capital Contributions must be
made to all Members in accordance with their Sharing Ratios.

4.03     FAILURE TO CONTRIBUTE. (a) If a Member does not contribute,
within 10 Days of the date required, all or any portion of a Capital
Contribution that Member is required to make as provided in this Agreement, the
other Members may cause the Company to exercise, on notice to that Member (the
"Non-Contributing Member"), one or more of the following remedies:

11

(i)      taking such action (including court
proceedings) as the other Members may deem appropriate to
obtain payment by the Non-Contributing Member of the portion
of the Non-Contributing Member's Capital Contribution that is
in default, together with interest thereon at the Default Rate
from the date that the Capital Contribution was due until the
date that it is made, all at the cost and expense of the
Non-Contributing Member;

(ii)     permitting the other Members in proportion
to their Sharing Ratios or in such other percentages as they
may agree (the "Lending Member, " whether one or more), to
advance the portion of the Non-Contributing Member's Capital
Contribution that is in default, with the following results:

(A)      the sum advanced constitutes a loan
from the Lending Member to the Non-Contributing
Member and a Capital Contribution of that sum to the
Company by the Non-Contributing Member pursuant to
the applicable provisions of this Agreement,

(B)      the principal balance of the loan
and all accrued unpaid interest thereon is due and
payable in whole on the tenth Day after written
demand therefor by the Lending Member to the
Non-Contributing Member,

(C)      the amount lent bears interest at
the Default Rate from the Day that the advance is
deemed made until the date that the loan, together
with all interest accrued on it, is repaid to the
Lending Member,

(D)      all distributions from the Company
that otherwise would be made to the Non-Contributing
Member (whether before or after dissolution of the
Company) instead shall be paid to the Lending Member
until the loan and all interest accrued on it have
been paid in full to the Lending Member (with
payments being applied first to accrued and unpaid
interest and then to principal),

(E)      the payment of the loan and
interest accrued on it is secured by a security
interest in the Non-Contributing Member's Membership
Interest, as more fully set forth in Section 4.03(b),
and

(F)      the Lending Member has the right,
in addition to the other rights and remedies granted
to it pursuant to this Agreement or available to it
at Law or in equity, to take any action (including
court proceedings) that the Lending Member may deem
appropriate to obtain payment by the Non-Contributing
Member of the loan and all accrued and unpaid
interest on it, at the cost and expense of the
Non-Contributing Member;

(iii)    exercising the rights of a secured party
under the Uniform Commercial Code of the State of Delaware, as
more fully set forth in Section 4.03(b); or

(iv)     exercising any other rights and remedies
available at Law or in equity.

In addition, the failure to make such contributions shall constitute a Default
by the Non-Contributing Member, and the other Members shall have the rights set
forth in Article 9 with respect to such Default.

(b)      Each Member grants to the Company, and to each
Lending Member with respect to any loans made by the Lending Member to
that Member as a Non-Contributing Member pursuant to Section
4.03(a)(ii), as security, equally and ratably, for the payment of all
Capital Contributions that Member has agreed to make and the payment of
all loans and interest accrued on them made by Lending Members to that
Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a
security interest in and a general lien on its Membership Rights and
the proceeds thereof, all under the Uniform Commercial Code of the
State of Delaware. On any default in the payment of a Capital
Contribution or in the payment of such a loan or interest accrued on
it, the Company or the Lending Member, as applicable, is entitled to
all the rights and remedies of a secured party under the Uniform
Commercial Code of the State of Delaware

12

with respect to the security interest granted in this Section 4.03(b).
Each Member shall execute and deliver to the Company and the other
Members all financing statements and other instruments that the Lending
Member may request to effectuate and carry out the preceding provisions
of this Section 4.03(b). At the option of a Lending Member, this
Agreement or a carbon, photographic, or other copy hereof may serve as
a financing statement.

4.04     Loans. If the Company does not have sufficient cash to pay its
obligations, any Member(s) that may agree to do so with the consent of the
Management Committee may advance all or part of the needed funds to or on behalf
of the Company. An advance described in this Section 4.04 constitutes a loan
from the Member to the Company, bears interest at a rate determined by the
Management Committee from the date of the advance until the date of payment, and
is not a Capital Contribution.

4.05     RETURN OF CONTRIBUTIONS. Except as expressly provided herein,
a Member is not entitled to the return of any part of its Capital Contributions
or to be paid interest in respect of either its Capital Account or its Capital
Contributions. An unrepaid Capital Contribution is not a liability of the
Company or of any Member. A Member is not required to contribute or to lend any
cash or property to the Company to enable the Company to return any Member's
Capital Contributions.

4.06     CAPITAL ACCOUNTS. A Capital Account shall be established and
maintained for each Member. Each Member's Capital Account shall be increased by
(a) the amount of money contributed by that Member to the Company, (b) the fair
market value of property contributed by that Member to the Company (net of
liabilities secured by such contributed property that the Company is considered
to assume or take subject to under Section 752 of the Code), and (c) allocations
to that Member of Company income and gain (or items thereof), including income
and gain exempt from tax and income and gain described in Treasury Regulation
Section 1.704-1 (b)(2)(iv)(g), but excluding income and gain described in
Treasury Regulation Section 1.704-1(b)(4)(i), and shall be decreased by (d) the
amount of money distributed to that Member by the Company, (e) the fair market
value of property distributed to that Member by the Company (net of liabilities
secured by such distributed property that such Member is considered to assume or
take subject to under Section 752 of the Code), (f) allocations to that Member
of expenditures of the Company described (or treated as described) in Section
705(a)(2)(B) of the Code, and (g) allocations of Company loss and deduction (or
items thereof), including loss and deduction described in Treasury Regulation
Section 1.704-1(b)(2)(iv)(g), but excluding items described in (f) above and
loss or deduction described in Treasury Regulation Section 1.704-1(b)(4)(i) or
1.704-1(b)(4)(iii). The Members' Capital Accounts shall also be maintained and
adjusted as permitted by the provisions of Treasury Regulation Section
1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treasury
Regulation Sections 1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments
to reflect the allocations to the Members of depreciation, depletion,
amortization, and gain or loss as computed for book purposes rather than the
allocation of the corresponding items as computed for tax purposes, as required
by Treasury Regulation Section 1.704-1(b)(2)(iv)(g). Thus, the Members' Capital
Accounts shall be increased or decreased to reflect a revaluation of the
Company's property on its books based on the fair market value of the Company's
property on the date of adjustment immediately prior to (A) the contribution of
money or other property to the Company by a new or existing Member as
consideration for a Membership Interest or an increased Sharing Ratio, (B) the
distribution of money or other property by the Company to a Member as
consideration for a Membership Interest, or (C) the liquidation of the Company.
A Member that has more than one Membership Interest shall have a single Capital
Account that reflects all such Membership Interests, regardless of the class of
Membership Interests owned by such Member and regardless of the time or manner
in which such Membership Interests were acquired. Upon the Disposition of all or
a portion of a Membership Interest, the Capital Account of the Disposing Member
that is attributable to such Membership Interest shall carry over to the
Assignee in accordance with the provisions of Treasury Regulation Section
1.704-1(b)(2)(iv)(l).

ARTICLE 5
DISTRIBUTIONS AND ALLOCATIONS

5.01     DISTRIBUTIONS OR BILLINGS. Distributions to the Members shall
be made only to all simultaneously in proportion to their respective Sharing
Ratios (at the time the amounts of such distributions are determined), and
distributions shall be made only in such aggregate amounts and at such times as
shall be determined by the Management Committee and as are permitted by the Loan
Documents. When so permitted, the Management Committee shall endeavor to
distribute to the Members, on or before the last day of each calendar month, or
more

13

often if approved by the Management Committee, the estimated amount of any cash
available for such calendar month (net of any adjustments, if any, made to
reflect the actual cash available for the preceding calendar month). Any cash in
excess of the Working Capital Requirements shall be distributed to the Members.

5.02     DISTRIBUTIONS ON DISSOLUTION AND WINDING UP. Upon the
dissolution and winding up of the Company, after adjusting the Capital Accounts
for all distributions made under Section 5.01 and all allocations under Article
5, all available proceeds distributable to the Members as determined under
Section 11.02 shall be distributed to all of the Members to the extent of the
Members' positive Capital Account balances.

5.03     ALLOCATIONS.

(a)      For purposes of maintaining the Capital Accounts
pursuant to Section 4.06 and for income tax purposes, except as
provided in Section 5.03(b), each item of income, gain, loss, deduction
and credit of the Company shall be allocated to the Members in
accordance with their Sharing Ratios.

(b)      For income tax purposes, income, gain, loss, and
deduction with respect to property contributed to the Company by a
Member or revalued pursuant to Treasury Regulation Section 1.704-
1(b)(2)(iv)(f) shall be allocated among the Members in a manner that
takes into account the variation between the adjusted tax basis of such
property and its book value, as required by Section 704(c) of the Code
and Treasury Regulation Section 1.704-1(b)(4)(i), using the remedial
allocation method permitted by Treasury Regulation Section 1.704-3(d).

5.04     VARYING INTERESTS. All items of income, gain, loss, deduction
or credit shall be allocated, and all distributions shall be made, to the
Persons shown on the records of the Company to have been Members as of the last
calendar day of the period for which the allocation or distribution is to be
made. Notwithstanding the foregoing, if during any taxable year there is a
change in any Member's Sharing Ratio, the Members agree that their allocable
shares of such items for the taxable year shall be determined on any method
determined by the Management Committee to be permissible under Code Section 706
and the related Treasury Regulations to take account of the Members' varying
Sharing Ratios.

ARTICLE 6
MANAGEMENT

6.01     MANAGEMENT BY MEMBERS. Except as described below in Sections
6.03 and 6.05, the management of the Company is fully vested in the Members,
acting exclusively in their membership capacities. When the Company has only one
Member, that Member shall exercise its management prerogative by written consent
when necessary. When the Company has more than one Member, the balance of this
Section and Section 6.02 shall apply. To facilitate the orderly and efficient
management of the Company, the Members shall act (a) collectively as a
"committee of the whole" pursuant to Section 6.02 or (b) through the delegation
from time to time of certain responsibility and authority to particular Members
pursuant to Section 6.05. No Member has the right, power or authority to act for
or on behalf of the Company, to do any act that would be binding on the Company,
or to incur any expenditures on behalf of the Company, except in accordance with
the immediately preceding sentence. Decisions or actions taken in accordance
with the provisions of this Agreement shall constitute decisions or actions by
the Company and shall be binding on each Member, Representative, Officer and
employee of the Company.

6.02     MANAGEMENT COMMITTEE. The Members shall act collectively
through meetings as a "committee of the whole," which is hereby named the
"Management Committee. " The Management Committee shall conduct its affairs in
accordance with the following provisions and the other provisions of this
Agreement:

(a)      REPRESENTATIVES.

(i)      DESIGNATION. To facilitate the orderly and
efficient conduct of Management Committee meetings, each
Member shall notify the other Members, from time to time, of
the identity of two of its officers, employees or agents who
will represent it at such meetings (each a "Representative").
In addition, each Member may (but shall have not obligation
to) notify the other Members, from time to time, of the
identity of other officers, employees or agents who will
represent it at any meeting that the Member's Representatives
are unable to attend (each an

14

"Alternate Representative"). (The term "Representative" shall
also refer to any Alternate Representative that is actually
performing the duties of the applicable Representative.). The
initial Representatives of each Member are set forth on
Exhibit A. A Member may designate different Representatives or
Alternate Representatives for any meeting of the Management
Committee by notifying each of the other Members at least
three Business Days prior to the scheduled date for such
meeting; provided, however, that if giving such advance notice
is not feasible, then such new Representatives or Alternate
Representatives shall present written evidence of their
authority at the commencement of such meeting.

(ii)     AUTHORITY. Each Representative shall have
the full authority to act on behalf of the Member that
designated such Representative; the action of a Representative
at a meeting (or through a written consent) of the Management
Committee shall bind the Member that designated such
Representative; and the other Members shall be entitled to
rely upon such action without further inquiry or investigation
as to the actual authority (or lack thereof) of such
Representative. In addition, the act of an Alternate
Representative shall be deemed the act of the Representative
for which such Alternate Representative is acting, without the
need to produce evidence of the absence or unavailability of
such Representative.

(iii)    DISCLAIMER OF DUTIES; INDEMNIFICATION. EACH
REPRESENTATIVE SHALL REPRESENT, AND OWE DUTIES TO, ONLY THE
MEMBER THAT DESIGNATED SUCH REPRESENTATIVE (THE NATURE AND
EXTENT OF SUCH DUTIES BEING AN INTERNAL CORPORATE AFFAIR OF
SUCH MEMBER), AND NOT TO THE COMPANY, ANY OTHER MEMBER OR
REPRESENTATIVE, OR ANY OFFICER OR EMPLOYEE OF THE COMPANY. THE
PROVISIONS OF SECTION 6.05 SHALL ALSO INURE TO THE BENEFIT OF
EACH MEMBER'S REPRESENTATIVES. THE COMPANY SHALL INDEMNIFY,
PROTECT, DEFEND, RELEASE AND HOLD HARMLESS EACH REPRESENTATIVE
FROM AND AGAINST ANY CLAIMS ASSERTED BY OR ON BEHALF OF ANY
PERSON (INCLUDING ANOTHER MEMBER), OTHER THAN THE MEMBER THAT
DESIGNATED SUCH REPRESENTATIVE, THAT ARISE OUT OF, RELATE TO
OR ARE OTHERWISE ATTRIBUTABLE TO, DIRECTLY OR INDIRECTLY, SUCH
REPRESENTATIVE'S SERVICE ON THE MANAGEMENT COMMITTEE, OTHER
THAN SUCH CLAIMS ARISING OUT OF THE FRAUD OR WILLFUL
MISCONDUCT OF SUCH REPRESENTATIVE.

(iv)     ATTENDANCE. Each Member shall use all
reasonable efforts to cause its Representatives or Alternate
Representatives to attend each meeting of the Management
Committee, unless its Representatives are unable to do so
because of a "force majeure" event or other event beyond his
reasonable control, in which event such Member shall use all
reasonable efforts to cause its Representatives or Alternate
Representatives to participate in the meeting by telephone
pursuant to Section 6.02(h).

(b)      CHAIRMAN AND SECRETARY. One of the Representatives
will be designated as Chairman of the Management Committee, in
accordance with this Section 6.02(b), to preside over meetings of the
Management Committee. The Management Committee shall also designate a
Secretary of the Management Committee, who need not be a
Representative.

(c)      PROCEDURES. The Secretary of the Management Committee
shall maintain written minutes of each of its meetings, which shall be
submitted for approval no later than the next regularly-scheduled
meeting. The Management Committee may adopt whatever rules and
procedures relating to its activities as it may deem appropriate,
provided that such rules and procedures shall not be inconsistent with
or violate the provisions of this Agreement.

(d)      TIME AND PLACE OF MEETINGS. The Management Committee
shall meet quarterly, subject to more or less frequent meetings upon
approval of the Management Committee. Notice of, and an agenda for, all
Management Committee meetings shall be provided by the Chairman to all
Manager Members at least ten Days prior to the date of each meeting,
together with proposed minutes of the previous Management Committee
meeting (if such minutes have not been previously ratified). Special
meetings of

15

the Management Committee may be called at such times, and in such
manner, as any Member deems necessary. Any Member calling for any such
special meeting shall notify the Chairman, who in turn shall notify all
Members of the date and agenda for such meeting at least ten Days prior
to the date of such meeting. Such ten-day period may be shortened by
the Management Committee. All meetings of the Management Committee
shall be held at a location designated by the Chairman. Attendance of a
Member at a meeting of the Management Committee shall constitute a
waiver of notice of such meeting, except where such Member attends the
meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or
convened.

(e)      QUORUM. The presence of one Representative designated
by each Member shall constitute a quorum for the transaction of
business at any meeting of the Management Committee.

(f)      VOTING. Except as provided otherwise in this
Agreement, (i) voting at any meeting of the Management Committee shall
be according to the Members' respective Sharing Ratios, and (ii) the
affirmative vote of Members holding a majority of the Sharing Ratios
shall constitute the act of the Management Committee.

(g)      ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at a meeting of the Management Committee may be
taken without a meeting, without prior notice, and without a vote if a
consent or consents in writing, setting forth the action so taken, is
signed by Members that could have taken the action at a meeting of the
Management Committee at which all Members entitled to vote on the
action were represented and voted.

(h)      MEETINGS BY TELEPHONE. Members may participate in and
hold such meeting by means of conference telephone, video conference or
similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at such meeting, except
where a Member participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

(i)      SUBCOMMITTEES. The Management Committee may
create such subcommittees, delegate to such subcommittees such
authority and responsibility, and rescind any such
delegations, as it may deem appropriate.

(j)      OFFICERS. The Management Committee may
designate one or more Persons to be Officers of the Company.
Any Officers so designated shall have such titles and, subject
to the other provisions of this Agreement, have such authority
and perform such duties as the Management Committee may
specifically delegate to them and shall serve at the pleasure
of the Management Committee.

6.03     DELEGATION TO PARTICULAR MEMBER. The Company's sole
Member, or the Management Committee may delegate to one or more Members
such authority and duties as the Management Committee may deem
advisable. Decisions or actions taken by any such Member in accordance
with the provisions of this Agreement shall constitute decisions or
actions by the Company and shall be binding on each Member,
Representative, Officer and employee of the Company. Any delegation
pursuant to this Section 6.03 may be revoked at any time by the
delegating entity. With respect to duties discharged hereunder by a
Member (a) such Member may discharge such duties through the personnel
of a Affiliate of such Member, and (b) unless the Members otherwise
agree, the Company shall compensate such Member (or its Affiliate, as
applicable) for the performance of such duties in an amount equal to
the man-hours expended by the personnel of such Member (or its
Affiliate) multiplied by the applicable rate(s) shown on Exhibit B
(which rates each shall escalate on the first day of each calendar year
during the term hereof by an amount which is 5% of the rate applicable
during the prior calendar year), and shall reimburse such Member for
all out of pocket costs incurred by such Member in discharging such
duties. In addition, prior to performing any such duties, the
performing Member shall provide to the other Member for approval an
estimate of man-hours and types of personnel required to perform the
delegated duties and a schedule for the performance of the delegated
duties and for other costs associated therewith, and shall promptly
inform the other Member of any variance from the budget or schedule.

16

6.04     AFFILIATE AGREEMENTS; CONFLICTS OF INTEREST.

(a)      Subject to Section 6.04(b) below, the Members agree
that the Company shall enter into the following agreements with the
Members' Affiliates:

(i)      the Corporate Services Agreement.

(b)      The terms of such agreements shall be subject to the
unanimous approval of the Management Committee.

(c)      Subject to any other agreement between the Members
(and their respective Affiliates, as applicable), a Member or an
Affiliate of a Member may engage in and possess interests in other
business ventures of any and every type and description, independently
or with others, including ones in competition with the Company, with no
obligation to offer to the Company, any other Member or any Affiliate
of another Member the right to participate therein. Subject to, and in
addition to, Section 6.05(a), the Company may transact business with
any Member or Affiliate thereof, provided the terms of those
transactions are approved by the Management Committee or expressly
contemplated by this Agreement. Without limiting the generality of the
foregoing, the Members recognize and agree that they and their
respective Affiliates currently engage in certain activities involving
the generation, transmission, distribution, marketing and trading of
electricity and other energy products (including futures, options,
swaps, exchanges of future positions for physical deliveries and
commodity trading), and the gathering, processing, storage and
transportation of such products, as well as other commercial activities
related to such products, and that these and other activities by
Members and their Affiliates may be made possible or more profitable by
reason of the Company's activities (herein referred to as "Outside
Activities "). The Members agree that (i) no Member or Affiliate of a
Member shall be restricted in its right to conduct, individually or
jointly with others, for its own account any Outside Activities, and
(ii) no Member or its Affiliates shall have any duty or obligation,
express or implied, to account to, or to share the results or profits
of such Outside Activities with, the Company, any other Member or any
Affiliate of any other Member, by reason of such Outside Activities.

6.05     UNANIMOUS CONSENT REQUIRED FOR CERTAIN ACTION. Any other
provision of this Agreement to the contrary notwithstanding, the unanimous
consent of the Members, and at least one Independent Member, shall be required
to:

(a)      File a bankruptcy or insolvency petition or otherwise
institute insolvency proceedings with respect to the Company, or take
any action that would result in such an event occurring with respect to
any Owner Entity.

(b)      Cause the dissolution, liquidation, consolidation,
merger or sale of substantially all of the assets of the Company or any
Owner Entity.

(c)      Cause or permit the Company to engage in any other
activity other than those set forth in Section 2.04.

(d)      Amend this Agreement in any manner that would have a
material adverse impact on any creditor of the Company.

6.06     CERTAIN ACTIONS PROHIBITED. So long as the Company has any
indebtedness outstanding, (a) the Company shall not be dissolved, liquidated,
consolidated or merged with any other entity, nor shall this Agreement be
amended in any manner that would have a material adverse impact on the holders
of such indebtedness, and (b) notwithstanding the failure of the Members to
continue the existence of the Company as provided in Section 2.06 during such
period, no action shall be taken by the Company or any of the Members shall
cause any collateral for such indebtedness to be liquidated or that would
adversely affect the rights of the holders of such indebtedness or their agents
to exercise their rights under any security documents relating thereto or to
retain such collateral until such indebtedness is paid in full or otherwise
completely discharged.

17

6.07     DISCLAIMER OF DUTIES AND LIABILITIES.

(a)      NO MEMBER SHALL OWE ANY DUTY (INCLUDING ANY FIDUCIARY
DUTY) TO THE OTHER MEMBERS OR TO THE COMPANY, OTHER THAN THE DUTIES
THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b)      NO MEMBER SHALL BE LIABLE (WHETHER IN CONTRACT, TORT
OR OTHERWISE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES).

(c)      THE OBLIGATIONS OF THE MEMBERS UNDER THIS AGREEMENT
ARE OBLIGATIONS OF THE MEMBERS ONLY, AND NO RECOURSE SHALL BE AVAILABLE
AGAINST ANY OFFICER, DIRECTOR OR AFFILIATE OF ANY MEMBER, EXCEPT AS
PERMITTED UNDER APPLICABLE LAW.

6.08     INDEMNIFICATION. Each Member shall indemnify, protect, defend,
release and hold harmless each other Member, and such other Member's
Representatives, Affiliates, and their respective directors, officers, employees
and agents from and against any Claims asserted by or on behalf of any Person
(including another Member) that arise out of, relate to or are otherwise
attributable to, directly or indirectly, a breach by the indemnifying Member of
this Agreement, or the negligence, gross negligence or willful misconduct of the
indemnifying Member in connection with the Project or this Agreement; provided,
however, that this Section 6.05 shall not apply to any Claim or other matter for
which a Member (or its Representative) has no liability or duty, or is
indemnified or released, pursuant to Section 6.02(a)(iii), 6.07 or 6.08.

ARTICLE 7
TAXES

7.01     TAX RETURNS. The Tax Matters Member shall prepare and timely
file (on behalf of the Company) all federal, state and local tax returns
required to be filed by the Company. Each Member shall furnish to the Tax
Matters Member all pertinent information in its possession relating to the
Company's operations that is necessary to enable the Company's tax returns to be
timely prepared and filed. The Company shall bear the costs of the preparation
and filing of its returns.

7.02     TAX ELECTIONS. The Company shall make the following elections
on the appropriate tax returns:

(a)      to adopt as the Company's fiscal year the calendar
year;

(b)      to adopt the accrual method of accounting;

(c)      if a distribution of the Company's property as
described in Code Section 734 occurs or upon a transfer of Membership
Interest as described in Code Section 743 occurs, on request by notice
from any Member, to elect, pursuant to Code Section 754, to adjust the
basis of the Company's properties;

(d)      to elect to amortize the organizational expenses of
the Company ratably over a period of 60 months as permitted by Section
709(b) of the Code; and

(e)      any other election the Management Committee may deem
appropriate.

Neither the Company nor any Member shall make an election for the Company to be
excluded from the application of the provisions of subchapter K of chapter 1 of
subtitle A of the Code or any similar provisions of applicable state law and no
provision of this Agreement (including Section 2.07) shall be construed to
sanction or approve such an election.

7.03     TAX MATTERS MEMBER. (a) Northeast shall be the "tax matters
partner" of the Company pursuant to Section 6231(a)(7) of the Code (the "Tax
Matters Member"). At the request of each other Member, the Tax Matters Member
shall take such action as may be necessary to cause, to the extent possible,
such other Member to become a "notice partner" within the meaning of Section
6223 of the Code. The Tax Matters Member shall inform each other Member of all
significant matters that may come to its attention in its capacity as Tax
Matters Member by giving

18

notice thereof on or before the fifth Business Day after becoming aware thereof
and, within that time, shall forward to each other Member copies of all
significant written communications it may receive in that capacity.

(b)      The Tax Matters Member shall take no action without
the authorization of the Management Committee, other than such action
as may be required by Law. Any cost or expense incurred by the Tax
Matters Member in connection with its duties, including the preparation
for or pursuance of administrative or judicial proceedings, shall be
paid by the Company.

(c)      The Tax Matters Member shall not enter into any
extension of the period of limitations for making assessments on behalf
of the Members without first obtaining the consent of the Management
Committee. The Tax Matters Member shall not bind any Member to a
settlement agreement without obtaining the consent of such Member. Any
Member that enters into a settlement agreement with respect to any
Company item (as described in Code Section 6231(a)(3)) shall notify the
other Members of such settlement agreement and its terms within 90 Days
from the date of the settlement.

(d)      No Member shall file a request pursuant to Code
Section 6227 for an administrative adjustment of Company items for any
taxable year without first notifying the other Members. If the
Management Committee consents to the requested adjustment, the Tax
Matters Member shall file the request for the administrative adjustment
on behalf of the Members. If such consent is not obtained within 30
Days from such notice, or within the period required to timely file the
request for administrative adjustment, if shorter, any Member,
including the Tax Matters Member, may file a request for administrative
adjustment on its own behalf. Any Member intending to file a petition
under Code Sections 6226, 6228 or other Code Section with respect to
any item involving the Company shall notify the other Members of such
intention and the nature of the contemplated proceeding. In the case
where the Tax Matters Member is the Member intending to file such
petition on behalf of the Company, such notice shall be given within a
reasonable period of time to allow the other Members to participate in
the choosing of the forum in which such petition will be filed.

(e)      If any Member intends to file a notice of
inconsistent treatment under Code Section 6222(b), such Member shall
give reasonable notice under the circumstances to the other Members of
such intent and the manner in which the Member's intended treatment of
an item is (or may be) inconsistent with the treatment of that item by
the other Members.

ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

8.01     MAINTENANCE OF BOOKS.

(a)      The Management Committee shall keep or cause to be
kept at the principal office of the Company or at such other location
approved by the Management Committee complete and accurate books and
records of the Company, supporting documentation of the transactions
with respect to the conduct of the Company's business and minutes of
the proceedings of its Members and the Management Committee, and any
other books and records that are required to be maintained by
applicable Law.

(b)      The books of account of the Company shall be (i)
maintained on the basis of a fiscal year that is the calendar year,
(ii) maintained on an accrual basis in accordance with generally
accepted accounting principles, consistently applied, and (iii) audited
by the Certified Public Accountants at the end of each calendar year.

8.02     REPORTS.

(a)      With respect to each calendar year, the Management
Committee shall prepare and deliver to each Member:

(i)      Within 120 Days after the end of such
calendar year, a profit and loss statement and a statement of
cash flows for such year, a balance sheet and a statement of
each Member's

19

Capital Account as of the end of such year, together with a
report thereon of the Certified Public Accountants; and

(ii)     Such federal, state and local income tax
returns and such other accounting, tax information and
schedules as shall be necessary for the preparation by each
Member on or before July 15 following the end of each calendar
year of its income tax return with respect to such year.

(b)      Within 15 Business Days after the end of each
calendar month, the Management Committee shall cause to be prepared and
delivered to each Member, with an appropriate certificate of the Person
authorized to prepare the same (provided that the Management Committee
may change the financial statements required by this Section 8.02(b) to
a quarterly basis or may make such other change therein as it may deem
appropriate):

(i)      A profit and loss statement and a statement
of cash flows for such month (including sufficient information
to permit the Members to calculate their tax accruals), for
the portion of the calendar year then ended;

(ii)     A balance sheet and a statement of each
Member's Capital Account as of the end of such month and the
portion of the calendar year then ended; and

(iii)    A statement comparing the actual financial
status and results of the Company as of the end of or for such
month and the portion of the calendar year then ended with the
budgeted or forecasted status and results as of the end of or
for such respective periods.

(c)      The Management Committee shall also cause to be
prepared and delivered to each Member such other reports, forecasts,
studies, budgets and other information as the Management Committee may
request from time to time.

8.03     BANK ACCOUNTS. Funds of the Company shall be deposited in such
banks or other depositories as shall be designated from time to time by the
Management Committee. All withdrawals from any such depository shall be made
only as authorized by the Management Committee and shall be made only by check,
wire transfer, debit memorandum or other written instruction.

ARTICLE 9
BUYOUT OPTION

9.01     BUYOUT EVENTS. This Article 9 shall apply to any of the
following events (each a "Buyout Event"):

(a)      a Member shall dissolve or become Bankrupt; or

(b)      a Member shall commit a Default.

In each case, the Member with respect to whom a Buyout Event has occurred is
referred to herein as the "Affected Member."

9.02     PROCEDURE. If a Buyout Event occurs and is not cured within 30
Business Days of the Affected Member's receipt of notice thereof from another
Member (or such shorter period (not less than 10 Business Days) as may be
reasonable under the circumstances and set forth in such notice), then each of
the other Members shall have the option to acquire the Membership Interest of
the Affected Member (or to cause it to be acquired by a third party designated
by the other Members), in accordance with procedures that are substantively
equivalent to those set forth in Section 3.03(b)(iii) (and with the Members
exercising such preferential right also being referred to herein as "Purchasing
Members ").

9.03     PURCHASE PRICE. The purchase price for a Membership Interest
being purchased pursuant to this Article 9 (the "Purchase Price") shall be
determined in the following manner. The Affected Member and the Purchasing
Members shall attempt to agree upon the fair market value of the applicable
Membership Interest and the terms and method of payment of such amount. If those
Members do not reach such agreement on or before the 30th

20

Day following the exercise of the option, any such Member, by notice to the
others, may require the determination of fair market value and the terms and
method of payment to be made by the Arbitrator pursuant to Article 10.

9.04     CLOSING. If an option to purchase is exercised in accordance
with the other provisions of this Article 9, the closing of such purchase shall
occur on the 30th Day after the determination of the Fair Market Value pursuant
to Section 9.03 (or, if later, the fifth Business Day after the receipt of all
applicable regulatory and governmental approvals to the purchase), and shall be
conducted in a manner substantively equivalent to that set forth in Section
3.03.

9.05     TERMINATED MEMBER. Upon the occurrence of a closing under
Section 9.04, the following provisions shall apply to the Affected Member (now a
"Terminated Member"):

(a)      The Terminated Member shall cease to be a Member
immediately upon the occurrence of the closing.

(b)      As the Terminated Member is no longer a Member, it
will no longer be entitled to receive any distributions (including
liquidating distributions) or allocations from the Company, and neither
it nor its Representative shall be entitled to exercise any voting or
consent rights or to receive any further information (or access to
information) from the Company.

(c)      The Terminated Member must pay to the Company all
amounts owed to it by such Member.

(d)      The Terminated Member shall remain obligated for all
liabilities it may have under this Agreement or otherwise with respect
to the Company that accrue prior to the closing.

(f)      The Sharing Ratio of the Terminated Member shall be
allocated among the purchasing Members in the proportion of the total
Purchase Price paid by each.

ARTICLE 10
DISPUTE RESOLUTION

10.01    DISPUTES. This Article 10 shall apply to any dispute arising
under or related to this Agreement (whether arising in contract, tort or
otherwise, and whether arising at law or in equity), including (a) any dispute
regarding the construction, interpretation, performance, validity or
enforceability of any provision of this Agreement or whether any Person is in
compliance with, or breach of, any provisions of this Agreement, and (b) the
applicability of this Article 10 to a particular dispute. Notwithstanding the
foregoing, this Article 10 shall not apply to any matters that, pursuant to the
provisions of this Agreement, are to be resolved by a vote of the Members
(including through the Management Committee); provided, however, that if a vote,
approval, consent, determination or other decision must, under the terms of this
Agreement, be made (or withheld) in accordance with a standard other than Sole
Discretion (such as a reasonableness standard), then the issue of whether such
standard has been satisfied may be a dispute to which this Article 10 applies.
Any dispute to which this Article 10 applies is referred to herein as a
"Dispute." With respect to a particular Dispute, each Member that is a party to
such Dispute is referred to herein as a "Disputing Member." The provisions of
this Article 10 shall be the exclusive method of resolving Disputes.

10.02    NEGOTIATION TO RESOLVE DISPUTES. If a Dispute arises, either
Disputing Member may initiate the dispute-resolution procedures of this Article
10 by delivering a notice (a "Dispute Notice") to the other Disputing Members.
Within 10 Days of delivery of a Dispute Notice, each Disputing Member shall
designate a representative, and such representatives shall promptly meet
(whether by phone or in person) in a good faith attempt to resolve the Dispute.
If such representatives can resolve the Dispute, such resolution shall be
reported in writing and shall be binding upon the Disputing Members. If such
representatives are unable to resolve the Dispute within 30 Days following the
delivery of the Dispute Notice (or such other period as such representatives may
agree), or if a Disputing Member fails to appoint a representative within 10
Days of delivery following the delivery of the Dispute Notice, then any
Disputing Member may take such Dispute to litigation.

21

ARTICLE 11
DISSOLUTION, WINDING-UP AND TERMINATION

11.01    DISSOLUTION. The Company shall dissolve and its affairs shall
be wound up on the first to occur of the following events (each a "Dissolution
Event"):

(a)      the unanimous consent of the Members; or

(b)      entry of a decree of judicial dissolution of the
Company under Section 18-802 of the Act.

11.02    WINDING-UP AND TERMINATION.

(a)      On the occurrence of a Dissolution Event, the
Management Committee shall select one Member to act as liquidator. The
liquidator shall proceed diligently to wind up the affairs of the
Company and make final distributions as provided herein and in the Act.
The costs of winding up shall be borne as a Company expense. Until
final distribution, the liquidator shall continue to operate the
Company properties with all of the power and authority of the Members.
The steps to be accomplished by the liquidator are as follows:

(i)      as promptly as possible after dissolution
and again after final winding up, the liquidator shall cause a
proper accounting to be made by a recognized firm of certified
public accountants of the Company's assets, liabilities, and
operations through the last calendar day of the month in which
the dissolution occurs or the final winding up is completed,
as applicable;

(ii)     the liquidator shall discharge from Company
funds all of the Indebtedness and other debts, liabilities and
obligations of the Company (including all expenses incurred in
winding up and any loans described in Section 4.03) or
otherwise make adequate provision for payment and discharge
thereof (including the establishment of a cash escrow fund for
contingent liabilities in such amount and for such term as the
liquidator may reasonably determine); and

(iii)    all remaining assets of the Company shall be
distributed to the Members as follows:

(A)      the liquidator may sell any or all
Company property, including to Members, and any
resulting gain or loss from each sale shall be
computed and allocated to the Capital Accounts of the
Members in accordance with the provisions of Article
5;

(B)      with respect to all Company
property that has not been sold, the fair market
value of that property shall be determined and the
Capital Accounts of the Members shall be adjusted to
reflect the manner in which the unrealized income,
gain, loss, and deduction inherent in property that
has not been reflected in the Capital Accounts
previously would be allocated among the Members if
there were a taxable disposition of that property for
the fair market value of that property on the date of
distribution; and

(C)      Company property (including cash)
shall be distributed among the Members in accordance
with Section 5.02; and those distributions shall be
made by the end of the taxable year of the Company
during which the liquidation of the Company occurs
(or, if later, 90 Days after the date of the
liquidation).

(b)      The distribution of cash or property to a Member in
accordance with the provisions of this Section 11.02 constitutes a
complete return to the Member of its Capital Contributions and a
complete distribution to the Member of its Membership Interest and all
the Company's property and constitutes a compromise to which all
Members have consented pursuant to Section 18-502(b) of the Act. To the
extent that a Member returns funds to the Company, it has no claim
against any other Member for those funds.

22

11.03    DEFICIT CAPITAL ACCOUNTS. No Member will be required to pay to
the Company, to any other Member or to any third party any deficit balance that
may exist from time to time in the Member's Capital Account.

11.04    CERTIFICATE OF CANCELLATION. On completion of the distribution
of Company assets as provided herein, the Members (or such other Person or
Persons as the Act may require or permit) shall file a certificate of
cancellation with the Secretary of State of Delaware, cancel any other filings
made pursuant to Section 2.05, and take such other actions as may be necessary
to terminate the existence of the Company. Upon the filing of such certificate
of cancellation, the existence of the Company shall terminate (and the Term
shall end), except as may be otherwise provided by the Act or other applicable
Law.

ARTICLE 12
GENERAL PROVISIONS

12.01    OFFSET. Whenever the Company is to pay any sum to any Member,
any amounts that Member owes the Company may be deducted from that sum before
payment.

12.02    NOTICES. Except as expressly set forth to the contrary in this
Agreement, all notices, requests or consents provided for or permitted to be
given under this Agreement must be in writing and must be delivered to the
recipient in person, by courier or mail or by facsimile or other electronic
transmission. A notice, request or consent given under this Agreement is
effective on receipt by the Member to receive it; provided, however, that a
facsimile or other electronic transmission that is transmitted after the normal
business hours of the recipient shall be deemed effective on the next Business
Day. All notices, requests and consents to be sent to a Member must be sent to
or made at the addresses given for that Member on Exhibit A or in the instrument
described in Section 3.03(b)(iv)(A)(II) or 3.04, or such other address as that
Member may specify by notice to the other Members. Any notice, request or
consent to the Company must be given to all of the Members. Whenever any notice
is required to be given by Law, the Delaware Certificate or this Agreement, a
written waiver thereof, signed by the Person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

12.03    ENTIRE AGREEMENT; SUPERSEDING EFFECT. This Agreement
constitutes the entire agreement of the Members and their Affiliates relating to
the Company and the transactions contemplated hereby and supersedes all
provisions and concepts contained in all prior contracts or agreements between
the Members or any of their Affiliates with respect to the Company and the
transactions contemplated hereby, whether oral or written, except for the
Preliminary Agreement as specifically provided herein, and for liabilities
accrued under the Preliminary Agreement.

12.04    PRESS RELEASES. Each Member agrees that it shall not (and
shall cause its Affiliates not to), without the other Members' consent, issue a
press release or have any contact with or respond to the news media with any
sensitive or Confidential Information, except as required by securities or
similar laws applicable to a Member and its Affiliates. Any press release by a
Member or its Affiliates with respect to any sensitive or Confidential
Information shall be subject to review and approval by the other Party, which
approval shall not be unreasonably withheld.

12.05    EFFECT OF WAIVER OR CONSENT. Except as otherwise provided in
this Agreement, a waiver or consent, express or implied, to or of any breach or
default by any Member in the performance by that Member of its obligations with
respect to the Company is not a consent or waiver to or of any other breach or
default in the performance by that Member of the same or any other obligations
of that Member with respect to the Company. Except as otherwise provided in this
Agreement, failure on the part of a Member to complain of any act of any Member
or to declare any Member in default with respect to the Company, irrespective of
how long that failure continues, does not constitute a waiver by that Member of
its rights with respect to that default until the applicable
statute-of-limitations period has run.

12.06    AMENDMENT OR RESTATEMENT. This Agreement or the Delaware
Certificate may be amended or restated only by a written instrument executed
(or, in the case of the Delaware Certificate, approved) by all of the Members.

23

12.07    BINDING EFFECT. Subject to the restrictions on Dispositions
set forth in this Agreement, this Agreement is binding on and shall inure to the
benefit of the Members and their respective successors and permitted assigns.

12.08    GOVERNING LAW; SEVERABILITY. This Agreement is governed by and
shall be construed in accordance with the Law of the state of Delaware,
excluding any conflict-of-laws rule or principle that might refer the governance
or the construction of this agreement to the Law of another jurisdiction. In the
event of a direct conflict between the provisions of this Agreement and any
mandatory, non-waivable provision of the Act, such provision of the Act shall
control. If any provision of the Act provides that it may be varied or
superseded in a limited liability company agreement (or otherwise by agreement
of the members or managers.

NRG Energy, Inc.

By: Craig A. Mataczynski
----------------------------
Name: Craig A. Mataczynski
Title: Senior Vice President

24

EXHIBIT A

Member                    Capital Contribution               Membership Units           Percentage Ownership

NRG Energy, Inc.                $1,000.00                         1,000                          100%

Designated Representatives to Management Committee:

Craig A. Mataczynski
Alan D. Williams

25

EXHIBIT 3.75

CERTIFICATE OF INCORPORATION
OF
NRG MIDATLANTIC AFFILIATE SERVICES INC.

FIRST. The name of the corporation is NRG MidAtlantic Affiliate
Services Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is James J.
Bender, 901 Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statue, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional

misconduct or a knowing violation of law, (c) pursuant to Section 174 of the
General Corporation Law of Delaware or (d) for any transaction from which the
director derived any improper personal benefit. Any repeal or modification of
this Article Tenth by the stockholders of the corporation shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is her act and deed and that the facts stated
therein are true.

/s/ James J. Bender
-------------------------
James J. Bender
Incorporator

EXHIBIT 3.76

BYLAWS
OF
NRG MIDATLANTIC AFFILIATE SERVICES INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

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by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG MidAtlantic Affiliate Services Inc.         Bylaws                    Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG MidAtlantic Affiliate Services Inc.         Bylaws                    Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG MidAtlantic Affiliate Services Inc.         Bylaws                    Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG MidAtlantic Affiliate Services Inc.         Bylaws                    Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG MidAtlantic Affiliate Services Inc.         Bylaws                    Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG MidAtlantic Affiliate Services Inc.         Bylaws                    Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefore has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

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employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG MidAtlantic Affiliate Services Inc.         Bylaws                   Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.77

CERTIFICATE OF FORMATION
OF
NRG MIDATLANTIC GENERATING LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NRG
MidAtlantic Generating LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221
Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG MidAtlantic Generating LLC this 8th day of May, 2000.

/s/ Michael J. Young
-----------------------------------
Michael J. Young 
Authorized Person

EXHIBIT 3.78

LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG MIDATLANTIC GENERATING LLC
A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF NRG MIDATLANTIC GENERATING
LLC (this "Agreement"), dated as of August 23, 2000 (the "Effective Date"), is
adopted, executed and agreed to, for good and valuable consideration, by the
Members (as defined below).

RECITALS

1.       The Company (as defined below) was formed for the purpose of
acquiring, operating and owning the Projects (as defined below).

2.       NRG MidAtlantic LLC and MidAtlantic Generation Holding LLC
now desire to enter into this Agreement with respect to various matters relating
to the Company.

ARTICLE 1

1.01     Definitions. As used in this Agreement, the following terms
have the respective meanings set forth below or set forth in the Sections
referred to below:

AAA - Section 10.03(b).

ACE - Atlantic City Electric Company, a New Jersey
corporation.

Acquisitions - the Company's acquisition of the Projects from
the Sellers pursuant to the Asset Purchase Agreements.

Act - the Delaware Limited Liability Company Act.

Affected Member - Section 9.01.

Affiliate - with respect to any Person, (a) each entity that
such Person Controls; (b) each Person that Controls such Person,
including, in the case of a Member, such Member's Parent; and (c) each
entity that is under common Control with such Person, including, in the
case of a Member, each entity that is Controlled by such Member's
Parent.

Agreement - introductory paragraph.

Alternate Representative - Section 6.02(a)(i).

Arbitration Notice - Section 10.02(c).

1

Arbitrator - Section 10.03(a).

Asset Purchase Agreements - (i) that certain Purchase and Sale
Agreement by and between Delmarva Power & Light Company and NRG dated
as of January 18, 2000 in respect of the DP&L wholly-owned stations;
(ii) that certain Purchase and Sale Agreement by and between Delmarva
Power & Light Company and NRG dated as of January 18, 2000 in respect
of the DP&L jointly-owned stations; (iii) that certain Purchase and
Sale Agreement by and between Atlantic City Electric Company and NRG
dated as of January 18, 2000 in respect of the ACE wholly-owned
stations; and (iv) that certain Purchase and Sale Agreement by and
between Atlantic City Electric Company and NRG dated as of January 18,
2000 in respect of the ACE jointly-owned stations, and in each case all
ancillary agreements and documents related thereto.

Assignee - any Person that acquires a Membership Interest or
any portion thereof through a Disposition; provided, however, that, an
Assignee shall have no right to be admitted to the Company as a Member
except in accordance with Section 3.03(b)(iii).

Bankruptcy or Bankrupt - with respect to any Person, that (a)
such Person (i) makes a general assignment for the benefit of
creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes
the subject of an order for relief or is declared insolvent in any
federal or state bankruptcy or insolvency proceedings; (iv) files a
petition or answer seeking for such Person a reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or
similar relief under any Law; (v) files an answer or other pleading
admitting or failing to contest the material allegations of a petition
filed against such Person in a proceeding of the type described in
subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents
to, or acquiesces in the appointment of a trustee, receiver, or
liquidator of such Person or of all or any substantial part of such
Person's properties; or (b) against such Person, a proceeding seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any Law has been commenced and 60
Days have expired without dismissal thereof or with respect to which,
without such Person's consent or acquiescence, a trustee, receiver, or
liquidator of such Person or of all or any substantial part of such
Person's properties has been appointed and 60 Days have expired without
the appointment's having been vacated or stayed, or 60 Days have
expired after the date of expiration of a stay, if the appointment has
not previously been vacated.

B.L. England Power - B.L. England Power LLC, a Delaware
limited liability company.

Business Day - any day other than a Saturday, a Sunday, or a
holiday on which national banking associations in Minnesota or New York
are not open for business.

Buyout Event - Section 9.01.

Capital Account - the account to be maintained by the Company
for each Member in accordance with Section 4.06.

2

Capital Contribution - with respect to any Member, the amount
of money and the net agreed value of any property (other than money)
contributed to the Company by the Member. Any reference in this
Agreement to the Capital Contribution of a Member shall include a
Capital Contribution of its predecessors in interest.

Certified Public Accountants - a firm of independent public
accountants selected from time to time by the Management Committee.

Change of Member Control - with respect to any Member, an
event (such as a Disposition of voting securities) that causes such
Member to cease to be Controlled by such Member's Parent; provided,
however, that an event that causes any of such Member's Parents to be
Controlled by another Person shall not constitute a Change of Member
Control.

Claim - any and all judgments, claims, causes of action,
demands, lawsuits, suits, proceedings, Governmental investigations or
audits, losses, assessments, fines, penalties, administrative orders,
obligations, costs, expenses, liabilities and damages (whether actual,
consequential or punitive), including interest, penalties, reasonable
attorney's fees, disbursements and costs of investigations,
deficiencies, levies, duties and imposts.

Code - the Internal Revenue Code of 1986, as amended.

Company - NRG MidAtlantic Generating LLC, a Delaware limited
liability company.

Conemaugh Power - Conemaugh Power LLC, a Delaware limited
liability company.

Control - the possession, directly or indirectly, through one
or more intermediaries, of both of the following:

(a)      (i) in the case of a corporation, a majority
of the outstanding voting securities thereof; (ii) in the case
of a limited liability company, partnership, limited
partnership or venture, the right to more than 50% of the
distributions therefrom (including liquidating distributions);
(iii) in the case of a trust or estate, including a business
trust, a majority of the beneficial interest therein; and (iv)
in the case of any other entity, a majority of the economic or
beneficial interest therein; and

(b)      in the case of any entity, the power and
authority to control the management of the entity.

Confidential Information - information and data (including all
copies thereof) that is furnished or submitted by any of the Members or
their Affiliates, whether oral (and if oral, reduced to writing and
marked "confidential" within 10 days of disclosure), written, or
electronic, on a confidential basis to the other Members or their
Affiliates in connection with the Company, and any and all of the
activities and studies performed

3

pursuant to this Agreement or any Asset Purchase Agreement or Loan
Document, and the resulting information and data obtained from those
studies. Notwithstanding the foregoing, the term "Confidential
Information" shall not include any information that:

(a)      is in the public domain at the time of its
disclosure or thereafter (other than as a result of a
disclosure directly or indirectly by a Member or its
Affiliates in contravention of this Agreement or any Project
Agreement);

(b)      as to any Member, was in the possession of
such Member or its Affiliates prior to the execution of this
Agreement; or

(c)      is engineering information (for example,
heat balance and capital cost information) that has been
independently acquired or developed by a Member or its
Affiliates without violating any of the obligations of such
Member or its Affiliates under this Agreement.

Control - the possession, directly or indirectly of either of
the following:

(a)      (i) in the case of a corporation, more than
50% of the outstanding voting securities thereof; (ii) in the
case of a limited liability company, partnership, limited
partnership or venture, the right to more than 50% of the
distributions therefrom (including liquidating distributions);
(iii) in the case of a trust or estate, including a business
trust, more than 50% of the beneficial interest therein; and
(iv) in the case of any other entity, more than 50% of the
economic or beneficial interest therein; or

(b)      in the case of any entity, the power or
authority, through ownership of voting securities, by contract
or otherwise, to exercise a controlling influence over the
management of the entity.

Day - a calendar day; provided, however, that if any period of
Days referred to in this Agreement shall end on a Day that is not a
Business Day, then the expiration of such period shall be automatically
extended until the end of the first succeeding Business Day.

Deepwater Power - Deepwater Power LLC, a Delaware limited
liability company.

Default - the failure of a Member to comply in any material
respect with any of its material agreements, covenants or obligations
under this Agreement; the failure of any representation or warranty
made by a Member in this Agreement to have been true and correct in all
material respects at the time it was made; or the failure of a Member,
without justified cause, to take any action materially necessary for
the progress of the Project consistent with or required by the terms of
this Agreement (including participating in meetings or decisions).

Default Rate - a rate per annum equal to the lesser of (a) a
varying rate per annum equal to the sum of (i) the prime rate as
published in The Wall Street Journal, with

4

adjustments in that varying rate to be made on the same date as any
change in that rate is so published, plus (ii) 3% per annum, and (b)
the maximum rate permitted by Law.

Delaware Certificate - Section 2.01.

Dispose, Disposing or Disposition - with respect to any asset
(including a Membership Interest or any portion thereof), a sale,
assignment, transfer, conveyance, gift, exchange or other disposition
of such asset, whether such disposition be voluntary, involuntary or by
operation of Law, including the following: (a) in the case of an asset
owned by a natural person, a transfer of such asset upon the death of
its owner, whether by will, intestate succession or otherwise; (b) in
the case of an asset owned by an entity, (i) a merger or consolidation
of such entity (other than where such entity is the survivor thereof),
(ii) a conversion of such entity into another type of entity, or (iii)
a distribution of such asset, including in connection with the
dissolution, liquidation, winding-up or termination of such entity
(unless, in the case of dissolution, such entity's business is
continued without the commencement of liquidation or winding-up); and
(c) a disposition in connection with, or in lieu of, a foreclosure of
an Encumbrance; but such terms shall not include the creation of an
Encumbrance.

Dispute - Section 10.01.

Dispute Notice - Section 10.02.

Disputing Member - Section 10.01.

Dissolution Event - Section 11.01 (a).

DP&L - Delmarva Power & Light Company, a Delaware and Virginia
corporation.

Effective Date - introductory paragraph.

Encumber, Encumbering, or Encumbrance - the creation of a
security interest, lien, pledge, mortgage or other encumbrance, whether
such encumbrance be voluntary, involuntary or by operation of Law;
provided, however, that the pledge or assignment to any creditor of the
Company, or any collateral agent for such creditor, of any Membership
Interest as security for the indebtedness to such creditor shall not be
deemed to be an Encumbrance thereof.

Fair Market Value - Section 9.03.

Governmental Authority (or Governmental) - a federal, state,
local or foreign governmental authority; a state, province,
commonwealth, territory or district thereof; a county or parish; a
city, town, township, village or other municipality; a district, ward
or other subdivision of any of the foregoing; any executive,
legislative or other governing body of any of the foregoing; any
agency, authority, board, department, system, service, office,
commission, committee, council or other administrative body of any of
the

5

foregoing; any court or other judicial body; and any officer, official
or other representative of any of the foregoing.

including - including, without limitation.

Indian River Power - Indian River Power LLC, a Delaware
limited liability company.

Keystone Power - Keystone Power LLC, a Delaware limited
liability company.

Law - any applicable constitutional provision, statute, act,
code (including the Code), law, regulation, rule, ordinance, order,
decree, ruling, proclamation, resolution, judgment, decision,
declaration, or interpretative or advisory opinion or letter of a
Governmental Authority having valid jurisdiction.

Lending Member - Section 4.03(a)(ii).

Loan Documents - any and all documents relating to money
borrowed by the Company including money borrowed through public or
private sales of the Company's debt securities, as the same may be
amended or restated from time to time.

Management Committee - Section 6.02.

Manager - Section 6.03.

Member - any Person executing this Agreement as of the date of
this Agreement as a member or hereafter admitted to the Company as a
member as provided in this Agreement, but such term does not include
any Person who has ceased to be a member in the Company.

Membership Interest - with respect to any Member, (a) that
Member's status as a Member; (b) that Member's share of the income,
gain, loss, deduction and credits of, and the right to receive
distributions from, the Company; (c) all other rights, benefits and
privileges enjoyed by that Member (under the Act, this Agreement, or
otherwise) in its capacity as a Member, including that Member's rights
to vote, consent and approve and otherwise to participate in the
management of the Company, including through the Management Committee;
and (d) all obligations, duties and liabilities imposed on that Member
(under the Act, this Agreement or otherwise) in its capacity as a
Member, including any obligations to make Capital Contributions.

Non-Contributing Member - Section 4.03(a).

NRG - NRG Energy, Inc., a Delaware corporation.

Officer - any Person designated as an officer of the Company
as provided in Section 6.02(j), but such term does not include any
Person who has ceased to be an officer of the Company.

6

Outside Activities - Section 6.05(b).

Owner Entities - B.L. England Power, Conemaugh Power,
Deepwater Power, Indian River Power, Keystone Power and Vienna Power.

Parent - if applicable to a Member, the company or companies
set forth opposite the name of such Member on Exhibit A.

Person - the meaning assigned that term in Section 18-101(11)
of the Act and also includes a Governmental Authority and any other
entity.

Power Marketing - NRG Power Marketing, Inc., a Delaware
limited liability corporation.

Projects - the electricity generating plants and facilities
and all related items of tangible and intangible property to be
acquired by the Owner Entities pursuant to the Asset Purchase
Agreements.

Representative - Section 6.02(a)(i).

Securities Act - the Securities Act of 1933.

Sharing Ratio - subject in each case to adjustments in
accordance with this Agreement or in connection with Dispositions of
Membership Interests, (a) in the case of a Member executing this
Agreement as of the date of this Agreement or a Person acquiring such
Member's Membership Interest, the percentage specified for that Member
as its Sharing Ratio on Exhibit A, and (b) in the case of Membership
Interest issued pursuant to Section 3.04, the Sharing Ratio established
pursuant thereto; provided, however, that the total of all Sharing
Ratios shall always equal 100%.

Sole Discretion - a Member's sole and absolute discretion,
with or without cause, and subject to whatever limitations or
qualifications the Member may impose.

Tax Matters Member - Section 7.03(a).

Term - Section 2.06.

Terminated Member - Section 9.05.

Treasury Regulations - the regulations (including temporary
regulations) promulgated by the United States Department of the
Treasury pursuant to and in respect of provisions of the Code. All
references herein to sections of the Treasury Regulations shall include
any corresponding provision or provisions of succeeding, similar or
substitute, temporary or final Treasury Regulations.

Vienna Power - Vienna Power LLC, a Delaware limited liability
company.

7

Other terms defined herein have the meanings so given them.

1.02     Construction. Unless the context requires otherwise: (a) the
gender (or lack of gender) of all words used in this Agreement includes the
masculine, feminine, and neuter; (b) references to Articles and Sections refer
to Articles and Sections of this Agreement; (c) references to Exhibits refer to
the Exhibits attached to this Agreement, each of which is made a part hereof for
all purposes; (d) references to Laws refer to such Laws as they may be amended
from time to time, and references to particular provisions of a Law include any
corresponding provisions of any succeeding Law; and (e) references to money
refer to legal currency of the United States of America.

ARTICLE 2
ORGANIZATION

2.01     Formation. The Company has been organized as a Delaware
limited liability company by the filing of a Certificate of Formation (the
"Delaware Certificate"), dated as of May 8, 2000 (the "Formation Date"), with
the Secretary of State of Delaware pursuant to the Act.

2.02     Name. The name of the Company is "NRG MidAtlantic Generating
LLC" and all Company business must be conducted in that name or such other names
that comply with Law as the Management Committee may select.

2.03     Registered Office; Registered Agent; Principal Office in the
United States; Other Offices. The registered office of the Company required by
the Act to be maintained in the State of Delaware shall be the office of the
initial registered agent named in the Delaware Certificate or such other office
(which need not be a place of business of the Company) as the Management
Committee may designate in the manner provided by Law. The registered agent of
the Company in the State of Delaware shall be the initial registered agent named
in the Delaware Certificate or such other Person or Persons as the Management
Committee may designate in the manner provided by Law. The principal office of
the Company in the United States shall be at such place as the Management
Committee may designate, which need not be in the State of Delaware, and the
Company shall maintain records there or such other place as the Management
Committee shall designate and shall keep the street address of such principal
office at the registered office of the Company in the State of Delaware. The
Company may have such other offices as the Management Committee may designate.

2.04     Purposes. The purposes of the Company are to own the Owner
Entities and to cause the Owner Entities to enter into, and perform their
respective obligations under, the Asset Purchase Agreements; and to engage in
any activities directly or indirectly relating thereto, including obtaining
financing for and contributing required capital to the Owner Entities for the
foregoing purposes.

2.05     Foreign Qualification. Prior to the Company's conducting
business in any jurisdiction other than Delaware, the Management Committee shall
cause the Company to comply, to the extent procedures are available and those
matters are reasonably within the control

8

of the Management Committee, with all requirements necessary to qualify the
Company as a foreign limited liability company in that jurisdiction. At the
request of the Management Committee, each Member shall execute, acknowledge,
swear to, and deliver all certificates and other instruments conforming with
this Agreement that are necessary or appropriate to qualify, continue, and
terminate the Company as a foreign limited liability company in all such
jurisdictions in which the Company may conduct business.

2.06     Term. The period of existence of the Company (the "Term")
commenced on the Formation Date and shall end at such time as a certificate of
cancellation is filed with the Secretary of State of Delaware in accordance with
Section 11.04.

2.07     No State-Law Partnership. The Members intend that the Company
not be a partnership (including a limited partnership) or joint venture, and
that no Member be a partner or joint venturer of any other Member, for any
purposes other than federal and state tax purposes, and this Agreement may not
be construed to suggest otherwise.

2.08     UNITS; CERTIFICATES OF MEMBERSHIP INTEREST; APPLICABILITY OF
ARTICLE 8 OF UCC. Membership Interests shall be represented by units ("Units").
The number of authorized Units shall be one thousand (1,000). All Membership
Interests shall be represented by certificates in such form as the Management
Committee shall from time to time approve, shall be recorded in a register
thereof maintained by the Company, and shall be subject to such rules for the
issuance thereof as the Management Committee may from time to time determine.
Membership Interests shall be subject to the provisions of Article 8 of the
Uniform Commercial Code as may be applicable from time to time.

ARTICLE 3
MEMBERSHIP; DISPOSITIONS OF INTERESTS

3.01     Initial Members. The initial Members of the Company are the
Persons executing this Agreement as of the date of this Agreement as Members,
each of which is admitted to the Company as a Member effective contemporaneously
with the execution by such Person of this Agreement.

3.02     Representations, Warranties and Covenants. Each Member hereby
represents, warrants and covenants to the Company and each other Member that the
following statements are true and correct as of the Effective Date and shall be
true and correct at all times that such Member is a Member:

(a)      that Member is duly incorporated, organized or formed
(as applicable), validly existing, and (if applicable) in good standing
under the Law of the jurisdiction of its incorporation, organization or
formation; if required by applicable Law, that Member is duly qualified
and in good standing in the jurisdiction of its principal place of
business, if different from its jurisdiction of incorporation,
organization or formation; and that Member has full power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder, and all necessary actions by the board of directors,

9

shareholders, managers, members, partners, trustees, beneficiaries, or
other applicable Persons necessary for the due authorization,
execution, delivery, and performance of this Agreement by that Member
have been duly taken;

(b)      that Member has duly executed and delivered this
Agreement and the other documents contemplated herein, and they
constitute the legal, valid and binding obligation of that Member
enforceable against it in accordance with their terms (except as may be
limited by bankruptcy, insolvency or similar Laws of general
application and by the effect of general principles of equity,
regardless of whether considered at law or in equity); and

(c)      that Member's authorization, execution, delivery, and
performance of this Agreement does not and will not (i) conflict with,
or result in a breach, default or violation of, (A) the organizational
documents of such Member, (B) any contract or agreement to which that
Member is a party or is otherwise subject, or (C) any Law, order,
judgment, decree, writ, injunction or arbitral award to which that
Member is subject; or (ii) require any consent, approval or
authorization from, filing or registration with, or notice to, any
Governmental Authority or other Person, unless such requirement has
already been satisfied.

3.03      Dispositions and Encumbrances of Membership Interests.

(a)      General Restriction. A Member may not Dispose of or
Encumber all or any portion of its Membership Interest except in strict
accordance with this Section 3.03. (References in this Section 3.03 to
Dispositions or Encumbrances of a "Membership Interest" shall also
refer to Dispositions or Encumbrances of a portion of a Membership
Interest.) Any attempted Disposition or Encumbrance of a Membership
Interest, other than in strict accordance with this Section 3.03, shall
be, and is hereby declared, null and void ab initio. The Members agree
that a breach of the provisions of this Section 3.03 may cause
irreparable injury to the Company and to the other Members for which
monetary damages (or other remedy at law) are inadequate in view of (i)
the complexities and uncertainties in measuring the actual damages that
would be sustained by reason of the failure of a Member to comply with
such provision and (ii) the uniqueness of the Company business and the
relationship among the Members. Accordingly, the Members agree that the
provisions of this Section 3.03 may be enforced by specific
performance.

(b)      Dispositions of Membership Interests.

(i)      General Restriction. A Member may not
Dispose of all or any portion of its Membership Interest
except by complying with all of the following requirements:

(A)      such Member must receive the
unanimous consent of the non-Disposing Members, which
consent shall not be unreasonably withheld by each of
such other Members; provided, however, that such
consent need not be obtained if (I) the proposed
Assignee is a Affiliate of the Disposing Member and
(II) such proposed Assignee demonstrates to

10

the reasonable satisfaction of the other Members that
it has the ability to meet the financial and
contractual commitments and other obligations of the
Disposing Member; and

(B)      such Member must comply with the
requirements of Section 3.03(b)(iii) and, if the
Assignee is to be admitted as a Member, Section
3.03(b)(ii).

(ii)     Admission of Assignee as a Member. An
Assignee has the right to be admitted to the Company as a
Member, with the Membership Interest (and attendant Sharing
Ratio) so transferred to such Assignee, only if (A) the
Disposing Member making the Disposition has granted the
Assignee either (I) the Disposing Member's entire Membership
Interest or (II) the express right to be so admitted; and (B)
such Disposition is effected in strict compliance with this
Section 3.03.

(iii)    Requirements Applicable to All Dispositions
and Admissions. In addition to the requirements set forth in
Sections 3.03(b)(i) and 3.03(b)(ii), any Disposition of a
Membership Interest and any admission of an Assignee as a
Member shall also be subject to the following requirements,
and such Disposition (and admission, if applicable) shall not
be effective unless such requirements are complied with;
provided, however, that the Management Committee, in its sole
and absolute discretion, may waive any of the following
requirements:

(A)      Disposition Documents. The
following documents must be delivered to the
Management Committee and must be satisfactory, in
form and substance, to the Management Committee:

(I)      Disposition Instrument. A copy of
the instrument pursuant to which the
Disposition is effected.

(II)     Ratification of this Agreement. An
instrument, executed by the Disposing Member
and its Assignee, containing the following
information and agreements, to the extent
they are not contained in the instrument
described in Section 3.03(b)(iii)(A)(I): (1)
the notice address of the Assignee; (2) if
applicable, the Parent of the Assignee; (3)
the Sharing Ratios after the Disposition of
the Disposing Member and its Assignee (which
together must total the Sharing Ratio of the
Disposing Member before the Disposition);
(4) the Assignee's ratification of this
Agreement and agreement to be bound by it,
and its confirmation that the
representations and warranties in Section
3.02 are true and correct with respect to
it; (5) the Assignee's ratification of all
of the Project Agreements and agreement by
be bound by them, to the same extent that
the Disposing Member was bound by them prior
to the Disposition; and (6) representations
and warranties by the Disposing Member and
its Assignee (aa) that the Disposition and
admission is being made in accordance with
all applicable Laws, and (bb) that the

11

matters set forth in Sections
3.03(b)(iii)(A)(III) and (IV) are true and
correct.

(III)    Securities Law Opinion. Unless the
Membership Interest subject to the
Disposition is registered under the
Securities Act and any applicable state
securities Law, or the proposed Assignee is
a Affiliate as described in 3.03(b)(i)(A)
above, a favorable opinion of the Company's
legal counsel, or of other legal counsel
acceptable to the Management Committee, to
the effect that the Disposition and
admission is being made pursuant to a valid
exemption from registration under those Laws
and in accordance with those Laws.

(IV)     Tax Opinion. A favorable opinion of
the Certified Public Accountants, or of
other certified public accountants
acceptable to the Management Committee, to
the effect that the Disposition would not
result in the Company's being considered to
have terminated within the meaning of Code
Section 708.

(B)      Payment of Expenses. The Disposing
Member and its Assignee shall pay, or reimburse the
Company for, all reasonable costs and expenses
incurred by the Company in connection with the
Disposition and admission, including the legal fees
incurred in connection with the legal opinions
referred to in Sections 3.03(b)(iii)(A)(III) and
(IV), on or before the tenth Day after the receipt by
that Person of the Company's invoice for the amount
due.

(C)      No Release. No Disposition of a
Membership Interest shall effect a release of the
Disposing Member from any liabilities to the Company
or the other Members arising from events occurring
prior to the Disposition.

(iv)     Change of Member Control. A Change of Member
Control must also comply with the requirements of this Section
3.03.

(c)      Encumbrances of Membership Interest. A Member may
Encumber its Membership Interest if (i) the instrument creating such
Encumbrance provides that any foreclosure of such Encumbrance (or
Disposition in lieu of such foreclosure) must comply with the
requirements of Section 3.03(b), and (ii) any such Encumbrance is not
prohibited by the Loan Documents.

3.04     Creation of Additional Membership Interest. Provided that the
same is not prohibited by the Loan Documents, additional Membership Interests
may be created and issued to existing Members or to other Persons, and such
other Persons may be admitted to the Company as Members, with the unanimous
consent of the existing Members, on such terms and conditions as the existing
Members may unanimously determine at the time of admission. The terms of
admission or issuance must specify the Sharing Ratios applicable thereto and may

12

provide for the creation of different classes or groups of Members having
different rights, powers, and duties. The Management Committee may reflect the
creation of any new class or group in an amendment to this Agreement indicating
the different rights, powers, and duties. Any such admission is effective only
after the new Member has executed and delivered to the Members an instrument
containing the notice address of the new Member, the Assignee's ratification of
this Agreement and agreement to be bound by it, and its confirmation that the
representations and warranties in Section 3.02 are true and correct with respect
to it. The provisions of this Section 3.04 shall not apply to Dispositions of
Membership Interests or admissions of Assignees in connection therewith, such
matters being governed by Section 3.03.

3.05     Access to Information. Each Member shall be entitled to
receive any information that it may request concerning the Company; provided,
however, that this Section 3.05 shall not obligate the Company or the Management
Committee to create any information that does not already exist at the time of
such request (other than to convert existing information from one medium to
another, such as providing a printout of information that is stored in a
computer database). Each Member shall also have the right, upon reasonable
notice, and at all reasonable times during usual business hours to inspect the
properties of the Company and to audit, examine and make copies of the books of
account and other records of the Company. Such right may be exercised through
any agent or employee of such Member designated in writing by it or by an
independent public accountant, engineer, attorney or other consultant so
designated. The Member making the request shall bear all costs and expenses
incurred in any inspection, examination or audit made on such Member's behalf.
Confidential Information obtained pursuant to this Section 3.05 shall be subject
to the provisions of Section 3.06.

3.06     Confidential Information.

(a)      Except as permitted by Section 3.06(b), (i) each
Member shall keep confidential all Confidential Information and shall
not disclose any Confidential Information to any Person, including any
of its Affiliates, and (ii) each Member shall use the Confidential
Information only in connection with the Company.

(b)      Notwithstanding Section 3.06(a), but subject to the
other provisions of this Section 3.06, a Member may make the following
disclosures and uses of Confidential Information:

(i)      disclosures to another Member in connection
with the Company;

(ii)     disclosures and uses that are approved by
the Management Committee;

(iii)    disclosures to an Affiliate of such Member
on a "need to know" basis in connection with the Company, if
such Affiliate has agreed to abide by the terms of this
Section 3.06;

(iv)     disclosures to a Person that is not a Member
or an Affiliate of a Member, if such Person has been retained
to provide services by the Member in

13

connection with the Company or such Member's Membership
Interest and has agreed to abide by the terms of this Section
3.06;

(v)      disclosures to lenders, potential lenders or
other Persons providing financing to the Company and potential
purchasers of equity interests in the Company, if such Persons
have agreed to abide by the terms of this Section 3.06;

(vi)     disclosures to any independent system
operator or its consultants and representatives in connection
with the Acquisitions or the conduct of the businesses of the
Owner Entities;

(vii)    disclosures to Governmental Authorities that
are necessary to operate the Projects;

(viii)   disclosures that a Member is legally
compelled to make by deposition, interrogatory, request for
documents, subpoena, civil investigative demand, order of a
court of competent jurisdiction, or similar process, or
otherwise by Law or securities exchange requirements;
provided, however, that, prior to any such disclosure, such
Member shall, to the extent legally permissible:

(A)      provide the Management Committee
with prompt notice of such requirements so that one
or more of the Members may seek a protective order or
other appropriate remedy or waive compliance with the
terms of this Section 3.06(b)(vii);

(B)      consult with the Management
Committee on the advisability of taking steps to
resist or narrow such disclosure; and

(C)      cooperate with the Management
Committee and with the other Members in any attempt
one or more of them may make to obtain a protective
order or other appropriate remedy or assurance that
confidential treatment will be afforded the
Confidential Information; and in the event such
protective order or other remedy is not obtained, or
the other Members waive compliance with the
provisions hereof, such Member agrees (I) to furnish
only that portion of the Confidential Information
that the other Members are advised by counsel to the
disclosing Member is legally required and (II) to
exercise all reasonable efforts to obtain assurance
that confidential treatment will be accorded such
Confidential Information.

(c)      Each Member shall take such precautionary measures as
may be required to ensure (and such Member shall be responsible for)
compliance with this Section 3.06 by any of its Affiliates, and its and
their directors, officers, employees and agents, and other Persons to
which it may disclose Confidential Information in accordance with this
Section 3.06.

(d)      A Terminated Member shall promptly destroy (and
provide a certificate of destruction to the Company with respect to) or
return to the Company, as directed by the Management Committee, all
Confidential Information in its possession. Notwithstanding

14

the immediately-preceding sentence, a Terminated Member may, subject to
the other provisions of this Section 3.06, retain and use Confidential
Information for the limited purpose of preparing such Terminated
Member's tax returns and defending audits, investigations and
proceedings relating thereto.

(e)      The Members agree that no adequate remedy at law
exists for a breach or threatened breach of any of the provisions of
this Section 3.06, the continuation of which unremedied will cause the
Company and the other Members to suffer irreparable harm. Accordingly,
the Members agree that the Company and the other Members shall be
entitled, in addition to other remedies that may be available to them,
to immediate injunctive relief from any breach of any of the provisions
of this Section 3.06 and to specific performance of their rights
hereunder, as well as to any other remedies available at law or in
equity.

(f)      The obligations of the Members under this Section
3.06 shall terminate on the third anniversary of the end of the Term.

3.07     Liability to Third Parties. No Member shall be liable for the
debts, obligations or liabilities of the Company.

3.08     Withdrawal. A Member may not withdraw or resign from the
Company except as permitted by this Agreement.

ARTICLE 4
CAPITAL CONTRIBUTIONS

4.01     Initial Capital Contributions. Contemporaneously with the
execution by such Member of this Agreement, each Member shall make the Capital
Contributions described for that Member in Exhibit A.

4.02     Subsequent Capital Contributions. Without creating any rights
in favor of any third party, each Member shall contribute to the Company, in
cash, on or before the date specified as hereinafter described, that Member's
Sharing Ratio of all monies that in the unanimous judgment of the Management
Committee are necessary to enable the Company to acquire the Projects and to
cause the assets of the Operating Entities to be properly operated and
maintained and to pay and perform their respective costs, expenses, obligations
and liabilities. The Management Committee shall notify each Member of the need
for Capital Contributions pursuant to this Section 4.02 when appropriate, which
notice must include a statement in reasonable detail of the proposed uses of the
Capital Contributions and a date (which date may be no earlier than the fifth
Business Day following each Member's receipt of its notice) before which the
Capital Contributions must be made. Notices for Capital Contributions must be
made to all Members in accordance with their Sharing Ratios.

4.03     Failure to Contribute.

15

(a) If a Member does not contribute, within 10 Days of the date
required, all or any portion of a Capital Contribution that Member is required
to make as provided in this Agreement, the other Members may cause the Company
to exercise, on notice to that Member (the "Non-Contributing Member"), one or
more of the following remedies:

(i)      taking such action (including court proceedings) as
the other Members may deem appropriate to obtain payment by the
Non-Contributing Member of the portion of the Non-Contributing Member's
Capital Contribution that is in default, together with interest thereon
at the Default Rate from the date that the Capital Contribution was due
until the date that it is made, all at the cost and expense of the
Non-Contributing Member;

(ii)     permitting the other Members in proportion to their
Sharing Ratios or in such other percentages as they may agree (the
"Lending Member, " whether one or more), to advance the portion of the
Non-Contributing Member's Capital Contribution that is in default, with
the following results:

(A)      the sum advanced constitutes a loan from the
Lending Member to the Non-Contributing Member and a Capital
Contribution of that sum to the Company by the
Non-Contributing Member pursuant to the applicable provisions
of this Agreement,

(B)      the principal balance of the loan and all
accrued unpaid interest thereon is due and payable in whole on
the tenth Day after written demand therefor by the Lending
Member to the Non-Contributing Member,

(C)      the amount lent bears interest at the
Default Rate from the Day that the advance is deemed made
until the date that the loan, together with all interest
accrued on it, is repaid to the Lending Member,

(D)      all distributions from the Company that
otherwise would be made to the Non-Contributing Member
(whether before or after dissolution of the Company) instead
shall be paid to the Lending Member until the loan and all
interest accrued on it have been paid in full to the Lending
Member (with payments being applied first to accrued and
unpaid interest and then to principal),

(E)      the payment of the loan and interest accrued
on it is secured by a security interest in the
Non-Contributing Member's Membership Interest, as more fully
set forth in Section 4.03(b), and

(F)      the Lending Member has the right, in
addition to the other rights and remedies granted to it
pursuant to this Agreement or available to it at Law or in
equity, to take any action (including court proceedings) that
the Lending Member may deem appropriate to obtain payment by
the Non-

16

Contributing Member of the loan and all accrued and
unpaid interest on it, at the cost and expense of the
Non-Contributing Member;

(iii)    exercising the rights of a secured party
under the Uniform Commercial Code of the State of Delaware, as
more fully set forth in Section 4.03(b); or

(iv) exercising any other rights and remedies
available at Law or in equity.

In addition, the failure to make such contributions shall constitute a Default
by the Non-Contributing Member, and the other Members shall have the rights set
forth in Article 9 with respect to such Default.

(b)      Subject and subordinate to the rights of any creditor
of the Company under the Loan Documents, each Member grants to the
Company, and to each Lending Member with respect to any loans made by
the Lending Member to that Member as a Non-Contributing Member pursuant
to Section 4.03(a)(ii), as security, equally and ratably, for the
payment of all Capital Contributions that Member has agreed to make and
the payment of all loans and interest accrued on them made by Lending
Members to that Member as a Non-Contributing Member pursuant to Section
4.03(a)(ii), a security interest in and a general lien on its
Membership Rights and the proceeds thereof, all under the Uniform
Commercial Code of the State of Delaware. On any default in the payment
of a Capital Contribution or in the payment of such a loan or interest
accrued on it, the Company or the Lending Member, as applicable, is
entitled to all the rights and remedies of a secured party under the
Uniform Commercial Code of the State of Delaware with respect to the
security interest granted in this Section 4.03(b). Each Member shall
execute and deliver to the Company and the other Members all financing
statements and other instruments that the Lending Member may request to
effectuate and carry out the preceding provisions of this Section
4.03(b). At the option of a Lending Member, this Agreement or a carbon,
photographic, or other copy hereof may serve as a financing statement.

4.04     Loans. If the Company does not have sufficient cash to pay its
obligations, any Member(s) that may agree to do so with the consent of the
Management Committee may advance all or part of the needed funds to or on behalf
of the Company. An advance described in this Section 4.04 constitutes a loan
from the Member to the Company, bears interest at a rate determined by the
Management Committee from the date of the advance until the date of payment, and
is not a Capital Contribution.

4.05     Return of Contributions. Except as expressly provided herein,
a Member is not entitled to the return of any part of its Capital Contributions
or to be paid interest in respect of either its Capital Account or its Capital
Contributions. An unrepaid Capital Contribution is not a liability of the
Company or of any Member. A Member is not required to contribute or to lend any
cash or property to the Company to enable the Company to return any Member's
Capital Contributions.

17

4.06     Capital Accounts. A Capital Account shall be established and
maintained for each Member. Each Member's Capital Account shall be increased by
(a) the amount of money contributed by that Member to the Company, (b) the fair
market value of property contributed by that Member to the Company (net of
liabilities secured by such contributed property that the Company is considered
to assume or take subject to under Section 752 of the Code), and (c) allocations
to that Member of Company income and gain (or items thereof), including income
and gain exempt from tax and income and gain described in Treasury Regulation
Section 1.704-l(b)(2)(iv)(g), but excluding income and gain described in
Treasury Regulation Section 1.704-l(b)(4)(i), and shall be decreased by (d) the
amount of money distributed to that Member by the Company, (e) the fair market
value of property distributed to that Member by the Company (net of liabilities
secured by such distributed property that such Member is considered to assume or
take subject to under Section 752 of the Code), (f) allocations to that Member
of expenditures of the Company described (or treated as described) in Section
705(a)(2)(B) of the Code, and (g) allocations of Company loss and deduction (or
items thereof), including loss and deduction described in Treasury Regulation
Section 1.704-l(b)(2)(iv)(g), but excluding items described in (f) above and
loss or deduction described in Treasury Regulation Section 1.704-l(b)(4)(i) or
1.704-l(b)(4)(iii). The Members' Capital Accounts shall also be maintained and
adjusted as permitted by the provisions of Treasury Regulation Section
1.704-l(b)(2)(iv)(f) and as required by the other provisions of Treasury
Regulation Sections 1.704-l(b)(2)(iv) and 1.704-l(b)(4), including adjustments
to reflect the allocations to the Members of depreciation, depletion,
amortization, and gain or loss as computed for book purposes rather than the
allocation of the corresponding items as computed for tax purposes, as required
by Treasury Regulation Section 1.704-1(b)(2)(iv)(g). Thus, the Members' Capital
Accounts shall be increased or decreased to reflect a revaluation of the
Company's property on its books based on the fair market value of the Company's
property on the date of adjustment immediately prior to (A) the contribution of
money or other property to the Company by a new or existing Member as
consideration for a Membership Interest or an increased Sharing Ratio, (B) the
distribution of money or other property by the Company to a Member as
consideration for a Membership Interest, or (C) the liquidation of the Company.
A Member that has more than one Membership Interest shall have a single Capital
Account that reflects all such Membership Interests, regardless of the class of
Membership Interests owned by such Member and regardless of the time or manner
in which such Membership Interests were acquired. Upon the Disposition of all or
a portion of a Membership Interest, the Capital Account of the Disposing Member
that is attributable to such Membership Interest shall carry over to the
Assignee in accordance with the provisions of Treasury Regulation Section
1.704-l(b)(2)(iv)(l).

18

ARTICLE 5
DISTRIBUTIONS AND ALLOCATIONS

5.01     Distributions or Billings. Distributions to the Members shall
be made only to all simultaneously in proportion to their respective Sharing
Ratios (at the time the amounts of such distributions are determined) and in
such aggregate amounts and at such times as shall be determined by the
Management Committee and as are permitted by the Loan Documents. When so
permitted, the Management Committee shall endeavor to distribute to the Members,
on or before the end of each calendar quarter, or more often if approved by the
Management Committee, the estimated amount of any cash available for such
calendar quarter (net of any adjustments, if any, made to reflect the actual
cash available for the preceding calendar quarter). Any cash in excess of the
Working Capital Requirements shall be distributed to the Members based on their
respective Sharing Ratios.

5.02     Distributions on Dissolution and Winding Up. Upon the
dissolution and winding up of the Company, after adjusting the Capital Accounts
for all distributions made under Section 5.01 and all allocations under Article
5, all available proceeds distributable to the Members as determined under
Section 11.02 shall be distributed to all of the Members to the extent of the
Members' positive Capital Account balances.

5.03     Allocations.

(a)      For purposes of maintaining the Capital Accounts
pursuant to Section 4.06 and for income tax purposes, except as
provided in Section 5.03(b), each item of income, gain, loss, deduction
and credit of the Company shall be allocated to the Members in
accordance with their Sharing Ratios.

(b)      For income tax purposes, income, gain, loss, and
deduction with respect to property contributed to the Company by a
Member or revalued pursuant to Treasury Regulation Section
1.704-l(b)(2)(iv)(f) shall be allocated among the Members in a manner
that takes into account the variation between the adjusted tax basis of
such property and its book value, as required by Section 704(c) of the
Code and Treasury Regulation Section 1.704-l(b)(4)(i), using the
remedial allocation method permitted by Treasury Regulation Section
1.704-3(d).

5.04     Varying Interests. All items of income, gain, loss, deduction
or credit shall be allocated, and all distributions shall be made, to the
Persons shown on the records of the Company to have been Members as of the last
calendar day of the period for which the allocation or distribution is to be
made. Notwithstanding the foregoing, if during any taxable year there is a
change in any Member's Sharing Ratio, the Members agree that their allocable
shares of such items for the taxable year shall be determined on any method
determined by the Management Committee to be permissible under Code Section 706
and the related Treasury Regulations to take account of the Members' varying
Sharing Ratios.

19

ARTICLE 6
MANAGEMENT

6.01     Management by Members. Except as described below in Section
6.03, the management of the Company is fully vested in the Members, acting
exclusively in their membership capacities. To facilitate the orderly and
efficient management of the Company, the Members shall act (a) collectively as a
"committee of the whole" pursuant to Section 6.02, (b) through the delegation of
responsibility and authority to the Manager pursuant to Section 6.03, and (c)
through the delegation from time to time of certain responsibility and authority
to particular Members pursuant to Section 6.04. No Member has the right, power
or authority to act for or on behalf of the Company, to do any act that would be
binding on the Company, or to incur any expenditures on behalf of the Company,
except in accordance with the immediately preceding sentence. Decisions or
actions taken in accordance with the provisions of this Agreement shall
constitute decisions or actions by the Company and shall be binding on each
Member, Representative, Officer and employee of the Company. 

6.02     Management Committee. The Members shall act collectively 
through meetings as a "committee of the whole," which is hereby named the
"Management Committee. " The Management Committee shall conduct its affairs in
accordance with the following provisions and the other provisions of this
Agreement:

(a)      Representatives.

(i)      Designation. To facilitate the orderly and
efficient conduct of Management Committee meetings, each
Member shall notify the other Members, from time to time, of
the identity of three of its officers, employees or agents who
will represent it at such meetings (each a "Representative").
In addition, each Member may (but shall have no obligation to)
notify the other Members, from time to time, of the identity
of other officers, employees or agents who will represent it
at any meeting that the Member's Representatives are unable to
attend (each an "Alternate Representative"). (The term
"Representative" shall also refer to any Alternate
Representative that is actually performing the duties of the
applicable Representative.). The initial Representatives of
each Member are set forth on Exhibit A. A Member may designate
different Representatives or Alternate Representatives for any
meeting of the Management Committee by notifying each of the
other Members at least three Business Days prior to the
scheduled date for such meeting; provided, however, that if
giving such advance notice is not feasible, then such new
Representatives or Alternate Representatives shall present
written evidence of their authority at the commencement of
such meeting.

(ii)     Authority. Each Representative shall have
the full authority to act on behalf of the Member that
designated such Representative; the action of a Representative
at a meeting (or through a written consent) of the Management
Committee shall bind the Member that designated such
Representative; and the other Members shall be entitled to
rely upon such action without further inquiry or

20

investigation as to the actual authority (or lack thereof) of
such Representative. In addition, the act of an Alternate
Representative shall be deemed the act of the Representative
for which such Alternate Representative is acting, without the
need to produce evidence of the absence or unavailability of
such Representative.

(iii)    DISCLAIMER OF DUTIES; INDEMNIFICATION. EACH
REPRESENTATIVE SHALL REPRESENT, AND OWE DUTIES TO, ONLY THE
MEMBER THAT DESIGNATED SUCH REPRESENTATIVE (THE NATURE AND
EXTENT OF SUCH DUTIES BEING AN INTERNAL CORPORATE AFFAIR OF
SUCH MEMBER), AND NOT TO THE COMPANY, ANY OTHER MEMBER OR
REPRESENTATIVE, OR ANY OFFICER OR EMPLOYEE OF THE COMPANY. THE
PROVISIONS OF SECTION 6.05 SHALL ALSO INURE TO THE BENEFIT OF
EACH MEMBER'S REPRESENTATIVES. THE COMPANY SHALL INDEMNIFY,
PROTECT, DEFEND, RELEASE AND HOLD HARMLESS EACH REPRESENTATIVE
FROM AND AGAINST ANY CLAIMS ASSERTED BY OR ON BEHALF OF ANY
PERSON (INCLUDING ANOTHER MEMBER), OTHER THAN THE MEMBER THAT
DESIGNATED SUCH REPRESENTATIVE, THAT ARISE OUT OF, RELATE TO
OR ARE OTHER WISE ATTRIBUTABLE TO, DIRECTLY OR INDIRECTLY,
SUCH REPRESENTATIVE'S SERVICE ON THE MANAGEMENT COMMITTEE,
OTHER THAN SUCH CLAIMS ARISING OUT OF THE FRAUD OR WILLFUL
MISCONDUCT OF SUCH REPRESENTATIVE.

(iv)     Attendance. Each Member shall use all
reasonable efforts to cause its Representatives or Alternate
Representatives to attend each meeting of the Management
Committee, unless its Representatives are unable to do so
because of a "force majeure" event or other event beyond his
reasonable control, in which event such Member shall use all
reasonable efforts to cause its Representatives or Alternate
Representatives to participate in the meeting by telephone
pursuant to Section 6.02(h).

(b)      Chairman and Secretary. One of the Representatives
will be designated as Chairman of the Management Committee, in
accordance with this Section 6.02(b), to preside over meetings of the
Management Committee. The Management Committee shall also designate a
Secretary of the Management Committee, who need not be a
Representative.

(c)      Procedures. The Secretary of the Management Committee
shall maintain written minutes of each of its meetings, which shall be
submitted for approval no later than the next regularly-scheduled
meeting. The Management Committee may adopt whatever rules and
procedures relating to its activities as it may deem appropriate,
provided that such rules and procedures shall not be inconsistent with
or violate the provisions of this Agreement.

(d)      Time and Place of Meetings. The Management Committee
shall meet quarterly, subject to more or less frequent meetings upon
approval of the Management

21

Committee. Notice of, and an agenda for, all Management Committee
meetings shall be provided by the Chairman to all Members at least ten
Days prior to the date of each meeting, together with proposed minutes
of the previous Management Committee meeting (if such minutes have not
been previously ratified). Special meetings of the Management Committee
may be called at such times, and in such manner, as any Member deems
necessary. Any Member calling for any such special meeting shall notify
the Chairman, who in turn shall notify all Members of the date and
agenda for such meeting at least ten Days prior to the date of such
meeting. Such ten-day period may be shortened by the Management
Committee. All meetings of the Management Committee shall be held at a
location designated by the Chairman. Attendance of a Member at a
meeting of the Management Committee shall constitute a waiver of notice
of such meeting, except where such Member attends the meeting for the
express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

(e)      Quorum. The presence of one Representative designated
by each Member shall constitute a quorum for the transaction of
business at any meeting of the Management Committee.

(f)      Voting. Except as provided otherwise in this
Agreement, (i) voting at any meeting of the Management Committee shall
be according to the Members' respective Sharing Ratios, and (ii) the
affirmative vote of Members holding a majority of the Sharing Ratios
shall constitute the act of the Management Committee.

(g)      Action by Written Consent. Any action required or
permitted to be taken at a meeting of the Management Committee may be
taken without a meeting, without prior notice, and without a vote if a
consent or consents in writing, setting forth the action so taken, is
signed by Members that could have taken the action at a meeting of the
Management Committee at which all Members entitled to vote on the
action were represented and voted.

(h)      Meetings by Telephone. Members may participate in and
hold such meeting by means of conference telephone, video conference or
similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at such meeting, except
where a Member participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

(i)      Subcommittees. The Management Committee may create
such subcommittees, delegate to such subcommittees such authority and
responsibility, and rescind any such delegations, as it may deem
appropriate.

(j)      Officers. The Management Committee may designate one
or more Persons to be Officers of the Company. Any Officers so
designated shall have such titles and, subject to the other provisions
of this Agreement, have such authority and perform

22

such duties as the Management Committee may specifically delegate to
them and shall serve at the pleasure of the Management Committee.

6.03     Manager. The Members, through unanimous vote, shall designate
a manager of the Company (the "Manager"), who shall be an employee of one of the
Members or an Affiliate of one of the Members

(a)      Manager's Duties. The Manager shall, under the
direction of the Management Committee, perform the following duties:

(i)      generally direct and coordinate the
day-to-day business activities of the Company, subject to
subsection 6.03(b) below;

(ii)     represent the Company in public and
community relations;

(iii)    prepare and submit summary reports;

(iv)     administer the services of outside
professional consultants engaged by the Manager to perform his
or her duties described herein; and

(v)      perform any other duties specifically
delegated to the Manager by the Management Committee.

(b)      Limitations on Manager's Authority. Notwithstanding
the above, without the prior written approval of the Management
Committee, the Manager shall not take any actions with respect to:

(i)      the borrowing of money or other financings;

(ii)     the making of loans or advances or granting
of financial or operating guarantees;

(iii)    the sale or lease of any asset or group of
assets (other than in the ordinary course of business);

(iv)     the acquisition of any asset or group of
assets (other than in the ordinary course of business);

(v)      the negotiation of, entering into,
termination of, or material amendment or modification of any
agreement pertaining to the business, finances or operations
of the Company;

(vi)     changes in or adoption of accounting
practices;

(vii)    changes in or adoption of any material tax
position or policy;

(viii)   acquiring any insurance coverage or any
material change therein;

23

(ix)     distributions to the Members of cash or
other assets;

(x)      material contracts or transactions with
either Member or an Affiliate of either Member;

(xi)     renewal or termination of any agreement
between the Company and a Member or an Affiliate of a Member,
or the modification or amendment of any material term of any
agreement between the Company and a Member or an Affiliate of
a Member;

(xii)    employment of attorneys in connection with
any legal claim or settlement of any action relating to a
legal claim which could have a material effect on the Company
or either Member;

the entering into of any new line of business;

(xiii)   the making, execution or delivery of any
assignment of judgment, chattel mortgage, deed, guarantee,
indemnity bond, surety bond or contract to sell all or
substantially all of the property of the Company; or

(xiv)    any merger, consolidation, reorganization,
creation of subsidiaries or entering into any joint ventures.

The Manager shall have only the specific duties delegated herein and by the
Management Committee and authority to perform those duties; shall have no right
to make contributions to, or to share in the profits and losses of, and
distributions from, the Company; and shall have no right to vote on any matter
pertaining to the Company.

(c)      Service and Compensation.

(i)      Notwithstanding that the Manager shall be an
employee of a Member (or its Affiliate), the
Manager shall discharge the duties set forth
above. The Manager may engage other
employees of the Member (or its Affiliate)
of which the Manager is an employee, and
third party contractors, to assist the
Manager in discharging the duties described
above, subject to the provisions below.
Subject to the provisions next below, the
Company shall pay to the Member (or its
Affiliate, as applicable) that is the
employer of the Manager (and such other
employees of such Member or Affiliate of
such Member who are assisting the Manager),
for the man-hours expended by the Manager
and such other employees (rounded to the
nearest quarter of man-hour) at rates agreed
upon by the Management Committee.

(ii)     The Manager shall provide to the Management
Committee an annual budget with respect to
services performed by Manager, employees and
third party consultants, as described above,
and for other costs associated therewith.
Any payment for services or third

24

party expenses which causes the annual
budgeted amount for such category to be
exceeded by 10% shall require approval of
the Management Committee. The annual budget
for services to be performed by the Manager
shall be reviewed quarterly by the Manager
and the Management Committee, and shall be
revised as appropriate. In addition, The
Manager shall communicate promptly to the
Management Committee any significant
variances from estimates set forth in the
Budget with respect to the services of
Manager, employees and outside consultants.

(iii)    The Manager may be replaced at any time by
unanimous decision of the Management
Committee (excluding the Manager, if the
Manager is also a Representative or an
Alternate Representative).

(d)      Indemnification. The Company shall indemnify,
protect, defend, release and hold harmless the Manager from and against
any claims asserted by or on behalf of any Person (including a Member,
or Affiliate of a Member, of which the Manager is not an employee),
other than the claims of a Member (or Affiliate of a Member) of which
the Manager is an employee based on such employment relationship (which
shall be an internal corporate affair of such Member or Affiliate of
such member), that arise out of, relate to or are otherwise
attributable to, directly or indirectly, the Manager's performance of
his or her duties on behalf of the Company, except for claims arising
out of the fraud or willful misconduct of the Manager.

6.04     Delegation to Particular Member. The Management Committee may
delegate to one or more Members such authority and duties as the Management
Committee may deem advisable. Decisions or actions taken by any such Member in
accordance with the provisions of this Agreement shall constitute decisions or
actions by the Company and shall be binding on each Member, Representative,
Officer and employee of the Company. Any delegation pursuant to this Section
6.04 may be revoked at any time by the Management Committee. With respect to
duties discharged hereunder by a Member (a) such Member may discharge such
duties through the personnel of a Affiliate of such Member, and (b) unless the
Members otherwise agree, the Company shall compensate such Member (or its
Affiliate, as applicable) for the performance of such duties in an amount equal
to the manhours expended by the personnel of such Member (or its Affiliate)
multiplied by the applicable rate(s) shown on Exhibit B (which rates each shall
escalate on the first day of each calendar year during the term hereof by an
amount which is 5% of the rate applicable during the prior calendar year), and
shall reimburse such Member for all out of pocket costs incurred by such Member
in discharging such duties. In addition, prior to performing any such duties,
the performing Member shall provide to the other Member for approval an estimate
of man-hours and types of personnel required to perform the delegated duties and
a schedule for the performance of the delegated duties and for other costs
associated therewith, and shall promptly inform the other Member of any variance
from the budget or schedule.

6.05     Affiliate Agreements; Conflicts of Interest. Subject to any
other agreement between the Members (and their respective Affiliates, as
applicable), a Member or an Affiliate of a Member may engage in and possess
interests in other business ventures of any and every type

25

and description, independently or with others, including ones in competition
with the Company, with no obligation to offer to the Company, any other Member
or any Affiliate of another Member the right to participate therein. Subject to,
and in addition to, Section 6.04(a), the Company may transact business with any
Member or Affiliate thereof, provided the terms of those transactions are
approved by the Management Committee or expressly contemplated by this
Agreement. Without limiting the generality of the foregoing, the Members
recognize and agree that they and their respective Affiliates currently engage
in certain activities involving the generation, transmission, distribution,
marketing and trading of electricity and other energy products (including
futures, options, swaps, exchanges of future positions for physical deliveries
and commodity trading), and the gathering, processing, storage and
transportation of such products, as well as other commercial activities related
to such products, and that these and other activities by Members and their
Affiliates may be made possible or more profitable by reason of the Company's
activities (herein referred to as "Outside Activities "). The Members agree that
(i) no Member or Affiliate of a Member shall be restricted in its right to
conduct, individually or jointly with others, for its own account any Outside
Activities, and (ii) no Member or its Affiliates shall have any duty or
obligation, express or implied, to account to, or to share the results or
profits of such Outside Activities with, the Company, any other Member or any
Affiliate of any other Member, by reason of such Outside Activities.

6.06     Disclaimer of Duties and Liabilities.

(a)      NO MEMBER OR MANAGER SHALL OWE ANY DUTY (INCLUDING
ANY FIDUCIARY DUTY) TO THE OTHER MEMBERS OR TO THE COMPANY, OTHER THAN
THE DUTIES THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b)      NO MEMBER OR MANAGER SHALL BE LIABLE (WHETHER IN
CONTRACT, TORT OR OTHERWISE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES).

(c)      THE OBLIGATIONS OF THE MEMBERS UNDER THIS AGREEMENT
ARE OBLIGATIONS OF THE MEMBERS ONLY, AND NO RECOURSE SHALL BE AVAILABLE
AGAINST ANY OFFICER, DIRECTOR OR AFFILIATE OF ANY MEMBER, EXCEPT AS
PERMITTED UNDER APPLICABLE LAW.

6.07     Indemnification. Each Member shall indemnify, protect, defend,
release and hold harmless each other Member, and such other Member's
Representatives, Affiliates, and their respective directors, officers, employees
and agents from and against any Claims asserted by or on behalf of any Person
(including another Member) that arise out of, relate to or are otherwise
attributable to, directly or indirectly, a breach by the indemnifying Member of
this Agreement, or the negligence, gross negligence or willful misconduct of the
indemnifying Member in connection with the Project or this Agreement; provided,
however, that this Section 6.06 shall not apply to any Claim or other matter for
which a Member (or its Representative) has no liability or duty, or is
indemnified or released, pursuant to Section 6.02(a)(iii), 6.03, 6.05 or 6.06.

26

ARTICLE 7
TAXES

7.01     Tax Returns. The Tax Matters Member shall prepare and timely
file (on behalf of the Company) all federal, state and local tax returns
required to be filed by the Company. Each Member shall furnish to the Tax
Matters Member all pertinent information in its possession relating to the
Company's operations that is necessary to enable the Company's tax returns to be
timely prepared and filed. The Company shall bear the costs of the preparation
and filing of its returns.

7.02     Tax Elections. The Company shall make the following elections
on the appropriate tax returns:

(a)      to adopt as the Company's fiscal year the calendar
year;

(b)      to adopt the accrual method of accounting;

(c)      if a distribution of the Company's property as
described in Code Section 734 occurs or upon a transfer of Membership
Interest as described in Code Section 743 occurs, on request by notice
from any Member, to elect, pursuant to Code Section 754, to adjust the
basis of the Company's properties;

(d)      to elect to amortize the organizational expenses of
the Company ratably over a period of 60 months as permitted by Section
709(b) of the Code; and

(e)      any other election the Management Committee may deem
appropriate.

Neither the Company nor any Member shall make an election for the Company to be
excluded from the application of the provisions of subchapter K of chapter 1 of
subtitle A of the Code or any similar provisions of applicable state law and no
provision of this Agreement (including Section 2.07) shall be construed to
sanction or approve such an election.

7.03     Tax Matters Member.

(a)      NRG MidAtlantic LLC shall be the "tax matters
partner" of the Company pursuant to Section 6231(a)(7) of the Code (the
"Tax Matters Member"). At the request of each other Member, the Tax
Matters Member shall take such action as may be necessary to cause, to
the extent possible, such other Member to become a "notice partner"
within the meaning of Section 6223 of the Code. The Tax Matters Member
shall inform each other Member of all significant matters that may come
to its attention in its capacity as Tax Matters Member by giving notice
thereof on or before the fifth Business Day after becoming aware
thereof and, within that time, shall forward to each other Member
copies of all significant written communications it may receive in that
capacity.

(b)      The Tax Matters Member shall take no action without
the authorization of the Management Committee, other than such action
as may be required by Law. Any cost or expense incurred by the Tax
Matters Member in connection with its duties, including

27

the preparation for or pursuance of administrative or judicial
proceedings, shall be paid by the Company.

(c)      The Tax Matters Member shall not enter into any
extension of the period of limitations for making assessments on behalf
of the Members without first obtaining the consent of the Management
Committee. The Tax Matters Member shall not bind any Member to a
settlement agreement without obtaining the consent of such Member. Any
Member that enters into a settlement agreement with respect to any
Company item (as described in Code Section 6231(a)(3)) shall notify the
other Members of such settlement agreement and its terms within 90 Days
from the date of the settlement.

(d)      No Member shall file a request pursuant to Code
Section 6227 for an administrative adjustment of Company items for any
taxable year without first notifying the other Members. If the
Management Committee consents to the requested adjustment, the Tax
Matters Member shall file the request for the administrative adjustment
on behalf of the Members. If such consent is not obtained within 30
Days from such notice, or within the period required to timely file the
request for administrative adjustment, if shorter, any Member,
including the Tax Matters Member, may file a request for administrative
adjustment on its own behalf. Any Member intending to file a petition
under Code Sections 6226, 6228 or other Code Section with respect to
any item involving the Company shall notify the other Members of such
intention and the nature of the contemplated proceeding. In the case
where the Tax Matters Member is the Member intending to file such
petition on behalf of the Company, such notice shall be given within a
reasonable period of time to allow the other Members to participate in
the choosing of the forum in which such petition will be filed.

(e)      If any Member intends to file a notice of
inconsistent treatment under Code Section 6222(b), such Member shall
give reasonable notice under the circumstances to the other Members of
such intent and the manner in which the Member's intended treatment of
an item is (or may be) inconsistent with the treatment of that item by
the other Members.

ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

8.01     Maintenance of Books.

(a)      The Management Committee shall keep or cause to be
kept at the principal office of the Company or at such other location
approved by the Management Committee complete and accurate books and
records of the Company, supporting documentation of the transactions
with respect to the conduct of the Company's business and minutes of
the proceedings of its Members and the Management Committee, and any
other books and records that are required to be maintained by
applicable Law.

(b)      The books of account of the Company shall be (i)
maintained on the basis of a fiscal year that is the calendar year,
(ii) maintained on an accrual basis in accordance

28

with generally accepted accounting principles, consistently applied,
and (iii) audited by the Certified Public Accountants at the end of
each calendar year.

8.02     Reports.

(a)      With respect to each calendar year, the Management
Committee shall prepare and deliver to each Member:

(i)      Within 120 Days after the end of such
calendar year, a profit and loss statement and a statement of
cash flows for such year, a balance sheet and a statement of
each Member's Capital Account as of the end of such year,
together with a report thereon of the Certified Public
Accountants; and

(ii)     Such federal, state and local income tax
returns and such other accounting, tax information and
schedules as shall be necessary for the preparation by each
Member on or before July 15 following the end of each calendar
year of its income tax return with respect to such year.

(b)      Within 15 Business Days after the end of each
calendar month, the Management Committee shall cause to be prepared and
delivered to each Member, with an appropriate certificate of the Person
authorized to prepare the same (provided that the Management Committee
may change the financial statements required by this Section 8.02(b) to
a quarterly basis or may make such other change therein as it may deem
appropriate):

(i)      A profit and loss statement and a statement
of cash flows for such month (including sufficient information
to permit the Members to calculate their tax accruals), for
the portion of the calendar year then ended;

(ii)     A balance sheet and a statement of each
Member's Capital Account as of the end of such month and the
portion of the calendar year then ended; and

(iii)    A statement comparing the actual financial
status and results of the Company as of the end of or for such
month and the portion of the calendar year then ended with the
budgeted or forecasted status and results as of the end of or
for such respective periods.

(c)      The Management Committee shall also cause to be
prepared and delivered to each Member such other reports, forecasts,
studies, budgets and other information as the Management Committee may
request from time to time.

8.03     Bank Accounts. Funds of the Company shall be deposited in such
banks or other depositories as shall be designated from time to time by the
Management Committee. All withdrawals from any such depository shall be made
only as authorized by the Management Committee and shall be made only by check,
wire transfer, debit memorandum or other written instruction.

29

ARTICLE 9
BUYOUT OPTION

9.01     Buyout Events. This Article 9 shall apply to any of the
following events (each a "Buyout Event"):

(a)      a Member shall dissolve or become Bankrupt; or

(b)      a Member shall commit a Default.

In each case, the Member with respect to whom a Buyout Event has occurred is
referred to herein as the "Affected Member."

9.02     Procedure. If a Buyout Event occurs and is not cured within 30
Business Days of the Affected Member's receipt of notice thereof from another
Member (or such shorter period (not less than 10 Business Days) as may be
reasonable under the circumstances and set forth in such notice), then each of
the other Members shall have the option to acquire the Membership Interest of
the Affected Member (or to cause it to be acquired by a third party designated
by the other Members), in accordance with procedures that are substantively
equivalent to those set forth in Section 3.03(b)(iii) (and with the Members
exercising such preferential right also being referred to herein as "Purchasing
Members").

9.03     Purchase Price; Terms and Method of Payment. The purchase
price for a Membership Interest being purchased pursuant to this Article 9 (the
"Purchase Price") shall be determined in the following manner. The Affected
Member and the Purchasing Members shall attempt to agree upon the fair market
value of the applicable Membership Interest and the terms and method of payment
of such amount. If those Members do not reach such agreement on or before the
30th Day following the exercise of the option, any such Member, by notice to the
others, may require the determination of fair market value and the terms and
method of payment to be made by the Arbitrator pursuant to Article 10.

9.04     Closing. If an option to purchase is exercised in accordance
with the other provisions of this Article 9, the closing of such purchase shall
occur on the 30th Day after the determination of the Fair Market Value pursuant
to Section 9.03 (or, if later, the fifth Business Day after the receipt of all
applicable regulatory and governmental approvals to the purchase), and shall be
conducted in a manner substantively equivalent to that set forth in Section
3.03.

9.05     Terminated Member. Upon the occurrence of a closing under
Section 9.04, the following provisions shall apply to the Affected Member (now a
"Terminated Member"):

(a)      The Terminated Member shall cease to be a Member
immediately upon the occurrence of the closing.

(b)      As the Terminated Member is no longer a Member, it
will no longer be entitled to receive any distributions (including
liquidating distributions) or allocations from the Company, and neither
it nor its Representative shall be entitled to exercise any

30

voting or consent rights or to receive any further information (or
access to information) from the Company.

(c)      The Terminated Member must pay to the Company all
amounts owed to it by such Member.

(d)      The Terminated Member shall remain obligated for all
liabilities it may have under this Agreement or otherwise with respect
to the Company that accrue prior to the closing.

(f)      The Sharing Ratio of the Terminated Member shall be
allocated among the purchasing Members in the proportion of the total
Purchase Price paid by each.

ARTICLE 10
DISPUTE RESOLUTION

10.01    Disputes. This Article 10 shall apply to any dispute arising
under or related to this Agreement (whether arising in contract, tort or
otherwise, and whether arising at law or in equity), including (a) any dispute
regarding the construction, interpretation, performance, validity or
enforceability of any provision of this Agreement or whether any Person is in
compliance with, or breach of, any provisions of this Agreement, and (b) the
applicability of this Article 10 to a particular dispute. Notwithstanding the
foregoing, this Article 10 shall not apply to any matters that, pursuant to the
provisions of this Agreement, are to be resolved by a vote of the Members
(including through the Management Committee); provided, however, that if a vote,
approval, consent, determination or other decision must, under the terms of this
Agreement, be made (or withheld) in accordance with a standard other than Sole
Discretion (such as a reasonableness standard), then the issue of whether such
standard has been satisfied may be a dispute to which this Article 10 applies.
Any dispute to which this Article 10 applies is referred to herein as a
"Dispute." With respect to a particular Dispute, each Member that is a party to
such Dispute is referred to herein as a "Disputing Member." The provisions of
this Article 10 shall be the exclusive method of resolving Disputes.

10.02    Negotiation to Resolve Disputes. If a Dispute arises, either
Disputing Member may initiate the dispute-resolution procedures of this Article
10 by delivering a notice (a "Dispute Notice") to the other Disputing Members.
Within 10 Days of delivery of a Dispute Notice, each Disputing Member shall
designate a representative, and such representatives shall promptly meet
(whether by phone or in person) in a good faith attempt to resolve the Dispute.
If such representatives can resolve the Dispute, such resolution shall be
reported in writing and shall be binding upon the Disputing Members. If such
representatives are unable to resolve the Dispute within 30 Days following the
delivery of the Dispute Notice (or such other period as such representatives may
agree), or if a Disputing Member fails to appoint a representative within 10
Days of delivery following the delivery of the Dispute Notice, then the process
described in this Section 10.02 shall be repeated, with each Disputing Member
designating one of its senior officers to be its representative in such second
round of negotiations. If such representatives are unable to resolve the Dispute
within 30 Days following the delivery of the second Dispute Notice (or such
other period as such representatives may agree), or if a Disputing

31

Member fails to appoint a representative for such second round of negotiations
within 10 Days of delivery following the delivery of the Dispute Notice, then
any Disputing Member may submit such Dispute to binding arbitration under this
Article 10 by notifying the other Disputing Members (an "Arbitration Notice").

10.03    Selection of Arbitrator.

(a)      Any arbitration conducted under this Article 10 shall
be heard by a sole arbitrator (the "Arbitrator") selected in accordance
with this Section 10.03. Each Disputing Member and each proposed
Arbitrator shall disclose to the other Disputing Members any business,
personal or other relationship or Affiliation that may exist between
such Disputing Member and such proposed Arbitrator, and any Disputing
Member may disapprove of such proposed Arbitrator on the basis of such
relationship or Affiliation.

(b)      The Disputing Member that submits a Dispute to
arbitration shall request the American Arbitration Association (or, if
such Association has ceased to exist, the principal successor thereto)
(the "AAA ") to designate the Arbitrator. If the Arbitrator so
designated shall die, resign or otherwise fail or becomes unable to
serve as Arbitrator, a replacement Arbitrator shall be chosen by the
AAA.

10.04    Conduct of Arbitration. The Arbitrator shall expeditiously
(and, if possible, within 90 Days after the Arbitrator's selection) hear and
decide all matters concerning the Dispute. Any arbitration hearing shall be held
in New York, New York. The arbitration shall be conducted in accordance with the
then-current Commercial Arbitration Rules of the AAA (excluding rules governing
the payment of arbitration, administrative or other fees or expenses to the
Arbitrator or the AAA), to the extent that such Rules do not conflict with the
terms of this Agreement. Except as expressly provided to the contrary in this
Agreement, the Arbitrator shall have the power (a) to gather such materials,
information, testimony and evidence as it deems relevant to the dispute before
it (and each Member will provide such materials, information, testimony and
evidence requested by the Arbitrator, except to the extent any information so
requested is proprietary, subject to a third-party confidentiality restriction
or to an attorney-client or other privilege), (b) to grant injunctive relief and
enforce specific performance, and (c) fashion such relief as the Arbitrator
deems equitable and appropriate, regardless of whether such is not consistent
with the relief requested/or position taken by the Disputing Members. If it
deems necessary, the Arbitrator may propose to the Disputing Members that one or
more other experts be retained to assist it in resolving the Dispute. The
retention of such other experts shall require the unanimous consent of the
Disputing Members, which shall not be unreasonably withheld. Each Disputing
Member, the Arbitrator and any proposed expert shall disclose to the other
Disputing Members any business, personal or other relationship or Affiliation
that may exist between such Disputing Member (or the Arbitrator) and such
proposed expert; and any Disputing Member may disapprove of such proposed expert
on the basis of such relationship or Affiliation. The decision of the Arbitrator
(which shall be rendered in writing) shall be final, nonappealable and binding
upon the Disputing Members and may be enforced in any court of competent
jurisdiction; provided that the Members agree that the Arbitrator and any court
enforcing the award of the Arbitrator shall not have the right or authority to
award punitive or exemplary damages to any Disputing Member. The responsibility
for paying the costs and expenses of the

32

arbitration, including compensation to the Arbitrator and any experts retained
by the Arbitrator, shall be allocated among the Disputing Members in a manner
determined by the Arbitrator to be fair and reasonable under the circumstances.
Each Disputing Member shall be responsible for the fees and expenses of its
respective counsel, consultants and witnesses, unless the Arbitrator determines
that compelling reasons exist for allocating all or a portion of such costs and
expenses to one or more other Disputing Members.

ARTICLE 11
DISSOLUTION, WINDING-UP AND TERMINATION

11.01    Dissolution. The Company shall dissolve and its affairs shall
be wound up on the first to occur of the following events (each a "Dissolution
Event"):

(a)      the unanimous consent of the Members; or

(b)      entry of a decree of judicial dissolution of the
Company under Section 18-802 of the Act.

11.02    Winding-Up and Termination.

(a)      On the occurrence of a Dissolution Event, the
Management Committee shall select one Member to act as liquidator. The
liquidator shall proceed diligently to wind up the affairs of the
Company and make final distributions as provided herein and in the Act.
The costs of winding up shall be borne as a Company expense. Until
final distribution, the liquidator shall continue to operate the
Company properties with all of the power and authority of the Members.
The steps to be accomplished by the liquidator are as follows:

(i)      as promptly as possible after dissolution
and again after final winding up, the liquidator shall cause a
proper accounting to be made by a recognized firm of certified
public accountants of the Company's assets, liabilities, and
operations through the last calendar day of the month in which
the dissolution occurs or the final winding up is completed,
as applicable;

(ii)     the liquidator shall discharge from Company
funds all of the Indebtedness and other debts, liabilities and
obligations of the Company (including all expenses incurred in
winding up and any loans described in Section 4.03) or
otherwise make adequate provision for payment and discharge
thereof (including the establishment of a cash escrow fund for
contingent liabilities in such amount and for such term as the
liquidator may reasonably determine); and

(iii)    all remaining assets of the Company shall be
distributed to the Members as follows:

(A)      the liquidator may sell any or all
Company property, including to Members, and any
resulting gain or loss from each sale shall

33

be computed and allocated to the Capital Accounts of
the Members in accordance with the provisions of
Article 5;

(B)      with respect to all Company
property that has not been sold, the fair market
value of that property shall be determined and the
Capital Accounts of the Members shall be adjusted to
reflect the manner in which the unrealized income,
gain, loss, and deduction inherent in property that
has not been reflected in the Capital Accounts
previously would be allocated among the Members if
there were a taxable disposition of that property for
the fair market value of that property on the date of
distribution; and

(C)      Company property (including cash)
shall be distributed among the Members in accordance
with Section 5.02; and those distributions shall be
made by the end of the taxable year of the Company
during which the liquidation of the Company occurs
(or, if later, 90 Days after the date of the
liquidation).

(b)      The distribution of cash or property to a Member in
accordance with the provisions of this Section 11.02 constitutes a
complete return to the Member of its Capital Contributions and a
complete distribution to the Member of its Membership Interest and all
the Company's property and constitutes a compromise to which all
Members have consented pursuant to Section 18-502(b) of the Act. To the
extent that a Member returns funds to the Company, it has no claim
against any other Member for those funds.

11.03    Deficit Capital Accounts. No Member will be required to pay to
the Company, to any other Member or to any third party any deficit balance that
may exist from time to time in the Member's Capital Account.

11.04    Certificate of Cancellation. On completion of the distribution
of Company assets as provided herein, the Members (or such other Person or
Persons as the Act may require or permit) shall file a certificate of
cancellation with the Secretary of State of Delaware, cancel any other filings
made pursuant to Section 2.05, and take such other actions as may be necessary
to terminate the existence of the Company. Upon the filing of such certificate
of cancellation, the existence of the Company shall terminate (and the Term
shall end), except as may be otherwise provided by the Act or other applicable
Law.

ARTICLE 12
GENERAL PROVISIONS

12.01    Offset. Whenever the Company is to pay any sum to any Member,
any amounts that Member owes the Company may be deducted from that sum before
payment.

12.02    Notices. Except as expressly set forth to the contrary in this
Agreement, all notices, requests or consents provided for or permitted to be
given under this Agreement must be in writing and must be delivered to the
recipient in person, by courier or mail or by facsimile or

34

other electronic transmission. A notice, request or consent given under this
Agreement is effective on receipt by the Member to receive it; provided,
however, that a facsimile or other electronic transmission that is transmitted
after the normal business hours of the recipient shall be deemed effective on
the next Business Day. All notices, requests and consents to be sent to a Member
must be sent to or made at the addresses given for that Member on Exhibit A or
in the instrument described in Section 3.03(b)(iv)(A)(II) or 3.04, or such other
address as that Member may specify by notice to the other Members. Any notice,
request or consent to the Company must be given to all of the Members. Whenever
any notice is required to be given by Law, the Delaware Certificate or this
Agreement, a written waiver thereof, signed by the Person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

12.03    Entire Agreement; Superseding Effect. This Agreement
constitutes the entire agreement of the Members and their Affiliates relating to
the Company and the transactions contemplated hereby and supersedes all
provisions and concepts contained in all prior contracts or agreements between
the Members or any of their Affiliates with respect to the Company and the
transactions contemplated hereby, whether oral or written, except for the
Preliminary Agreement as specifically provided herein, and for liabilities
accrued under the Preliminary Agreement.

12.04    Press Releases. Each Member agrees that it shall not (and
shall cause its Affiliates not to), without the other Members' consent, issue a
press release or have any contact with or respond to the news media with any
sensitive or Confidential Information, except as required by securities or
similar laws applicable to a Member and its Affiliates. Any press release by a
Member or its Affiliates with respect to any sensitive or Confidential
Information shall be subject to review and approval by the other Party, which
approval shall not be unreasonably withheld.

12.05    Effect of Waiver or Consent. Except as otherwise provided in
this Agreement, a waiver or consent, express or implied, to or of any breach or
default by any Member in the performance by that Member of its obligations with
respect to the Company is not a consent or waiver to or of any other breach or
default in the performance by that Member of the same or any other obligations
of that Member with respect to the Company. Except as otherwise provided in this
Agreement, failure on the part of a Member to complain of any act of any Member
or to declare any Member in default with respect to the Company, irrespective of
how long that failure continues, does not constitute a waiver by that Member of
its rights with respect to that default until the applicable
statute-of-limitations period has run.

12.06    Amendment or Restatement. This Agreement or the Delaware
Certificate may be amended or restated only by a written instrument executed
(or, in the case of the Delaware Certificate, approved) by all of the Members.

12.07    Binding Effect. Subject to the restrictions on Dispositions
set forth in this Agreement, this Agreement is binding on and shall inure to the
benefit of the Members and their respective successors and permitted assigns.

xxxv

12.08    Governing Law; Construction. This Agreement is governed by and
shall be construed in accordance with the Law of the state of Delaware,
excluding any conflict-of-laws rule or principle that might refer the governance
or the construction of this agreement to the Law of another jurisdiction. In the
event of a direct conflict between the provisions of this Agreement and any
mandatory, non-waivable provision of the Act, such provision of the Act shall
control.

NRG MIDATLANTIC LLC

By: /s/ Craig A. Mataczynski
------------------------------
Name: Craig A. Mataczynski
Title: President

MIDATLANTIC GENERATION HOLDING LLC

By: /s/ Craig A. Mataczynski
------------------------------
Name: Craig A. Mataczynski
Title: President

xxxvi

EXHIBIT A

Members:

Capital     Number of   Percentage
Member          Contribution     Units     Ownership     Parent Company
------          ------------     -----     ---------     --------------

NRG
MidAtlantic
LLC                $500.00        500          50%      NRG Energy, Inc.

MidAtlantic
Generation
Holding LLC        $500.00        500          50%      NRG Energy, Inc.

Designated Representatives to Management Committee:

NRG MidAtlantic LLC:    MidAtlantic Generation Holding LLC:

David Peterson          David Peterson
Leonard Bluhm           Leonard Bluhm
Craig Mataczynski       Craig Mataczynski

xxxvii

EXHIBIT 3.79

CERTIFICATE OF INCORPORATION
OF
NRG MIDDLETOWN OPERATIONS INC.

FIRST. The name of the corporation is NRG Middletown Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 snares of capital stock, and the par value of each
such share is $ 1.00 per share.

FIFTH. The name and mailing address of the incorporator is Karin M.
Wentz, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Karin M. Wentz
------------------------------
Karin M. Wentz
Incorporator

EXHIBIT 3.80

BYLAWS
OF
NRG MIDDLETOWN OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG Middletown Operations Inc.       Bylaws                               Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Middletown Operations Inc.       Bylaws                               Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Middletown Operations Inc.       Bylaws                               Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Middletown Operations Inc.       Bylaws                               Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Middletown Operations Inc.       Bylaws                               Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Middletown Operations Inc.       Bylaws                               Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Middletown Operations Inc.       Bylaws                               Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Middletown Operations Inc.       Bylaws                               Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Middletown Operations Inc.         Bylaws                            Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.81

CERTIFICATE OF INCORPORATION
OF
NRG MONTVILLE OPERATIONS INC.

FIRST. The name of the corporation is NRG Montville Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Karin M.
Wentz, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of Law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Karin M. Wentz
---------------------------
Karin M. Wentz
Incorporator

EXHIBIT 3.82

BYLAWS
OF
NRG MONTVILLE OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG Montville Operations Inc.                 Bylaws                      Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Montville Operations Inc.          Bylaws                             Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Montville Operations Inc.         Bylaws                              Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Montville Operations Inc.          Bylaws                             Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Montville Operations Inc.        Bylaws                               Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Montville Operations Inc.                 Bylaws                      Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Montville Operations Inc.                 Bylaws                      Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Montville Operations Inc.                 Bylaws                      Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Montville Operations Inc.                 Bylaws                     Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.83
CERTIFICATE OF FORMATION
OF
NRG NEW JERSEY ENERGY SALES LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1. Name: The name of the limited liability company is NRG New Jersey 
Energy Sales LLC. 

2. Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3. Organizer: The name and address of the sole organizer of the limited
liability company is Guy C. Smith, NRG Energy, Inc., 901 Marquette Avenue, Suite
2300, Minneapolis, Minnesota. 55402.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG New Jersey Energy Sales LLC this 22nd day of March, 2002.

/s/ Guy C. Smith
--------------------------------
Guy C. Smith
Authorized Person

EXHIBIT 3.84

LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG NEW JERSEY ENERGY SALES LLC

This LIMITED LIABILITY COMPANY AGREEMENT ("AGREEMENT") is entered into
on March 22, 2002.

RECITALS

A.       The undersigned is the sole member of the Company.

B.       The undersigned desires to enter into this Agreement, which is
intended to constitute a limited liability company agreement within the meaning
of the Act.

ARTICLE 1

DEFINITIONS

For purposes of this Agreement, capitalized terms used in this
Agreement have the meanings set forth below. Capitalized terms used but not
defined in this Agreement have the meanings set forth in the Act.

1.1      "ACT" means the Delaware Limited Liability Company Act
(presently 6 Delaware Code Section 18-101, et seq.), as amended from time to
time.

1.2      "AFFILIATE," with respect to any Person, means (a) any Person
directly or indirectly controlling, controlled by, or under common control with
such Person, (b) any Person owning or controlling 10% or more of the outstanding
voting securities of such other Person, (c) any officer, director, or partner of
such Person, and (d) if such other Person is an officer, director, or partner,
any company for which such Person acts in any such capacity.

1.3      "AGREEMENT" means this Limited Liability Company Agreement,
and all amendments, schedules, exhibits and modifications hereto.

1.4      "ASSIGNEE" means a transferee of an interest in the Company
who has not been admitted as a Substitute Member.

1.5      "CAPITAL ACCOUNT" means the account of a Member established
and maintained in accordance with the provisions of Section 4.1 hereof.

1.6      "CAPITAL CONTRIBUTION" means, with respect to a Member, the
total amount of cash and the agreed upon fair market value of property
contributed or agreed to be contributed by such Member to the capital of the
Company.

1.7      "CERTIFICATE OF FORMATION" means the Certificate of Formation
of the Company, as the same may be amended from time to time.

1.8      "CODE" means the Internal Revenue Code of 1986, as amended,
and any successor thereto. Any reference to specific Sections of the Code shall
be to the Section as it now exists and to any successor provision.

1.9      "COMPANY" means NRG New Jersey Energy Sales LLC.

1.10     "DISTRIBUTION" means the total amount of cash and/or the fair
market value of property distributed by the Company to a Member from time to
time with respect to his, her or its interest as a Member of the Company.

1.11     "MANAGEMENT BOARD" has the meaning set forth in Section 6.2.

1.12     "OFFICER" has the meaning set forth in Section 6.2.

1.13     "MEMBER" means a member of the Company as named herein and any
additional member or Substitute Member admitted pursuant to this Agreement. An
assignee who has not been admitted as a Substitute Member is not a Member for
any purpose.

1.14     "MEMBERSHIP INTEREST" means the interest of a Member in the
Company, including a Member's entire right, title and interest in the Company,
including the Member's financial interest and all rights to voting and
management and other rights of governance of the Company as set forth herein,
which Membership Interests are represented by Units.

1.15     "PERSON" means any natural person and any corporation,
partnership, trust, association, or other legal entity.

1.16     "SUBSTITUTE MEMBER" means a transferee who has been admitted
to the Company with all of the rights of membership in the Company pursuant to
the Agreement.

1.17     "UNIT" means a unit of Membership Interest that possesses
rights to Distributions from the Company and to share in the profits and losses
of the Company, as provided herein, and with the management rights provided
herein.

ARTICLE 2
FORMATION

2.1      FORMATION OF LIMITED LIABILITY COMPANY. The Company has been
organized as a Delaware limited liability company under the Act by the filing of
the Certificate of Formation in the form and as required by the Act. The rights
and liabilities of the Members are as provided in the Act, except as otherwise
expressly provided herein or in the Certificate of Formation.

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2.2      MEMBERS. NRG Power Marketing Inc. is the initial Member of the
Company, and agrees to the terms of this Agreement and to be fully bound hereby.
The address of the Member is as follows:

901 Marquette Avenue
Suite 2300
Minneapolis, Minnesota 55402

2.3      NAME. The name of the Company is NRG New Jersey Energy Sales
LLC. The Company may also conduct business under one or more assumed names.

2.4      OFFICES. The Company's registered office within the State of
Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, or
such other place as the Member may from time to time determine. The Company's
principal executive office shall be located at 901 Marquette Avenue, Suite 2300,
Minneapolis, Minnesota 55402, or such other place as the Member may from time to
time determine. The Company may maintain such other offices at such other places
as the Member deems advisable.

2.5      PURPOSES. The Company is formed for general business purposes
consistent with the Act. The Company shall have all of the powers necessary or
convenient to effect any purpose for which it is formed, including all powers
granted by the Act.

2.6      TERM. The period of existence of the Company shall be
perpetual, unless earlier dissolved in accordance with law.

2.7      REGISTERED AGENT. The Company's registered agent in Delaware
is The Corporation Trust Company. The registered agent may be changed from time
to time in accordance with the Act. If the registered agent resigns, the Company
shall promptly appoint a successor.

2.8      TITLE TO PROPERTY. All property owned by the Company, whether
real or personal, tangible or intangible, is deemed to be owned by the Company
as an entity, and no Member, individually, has any ownership interest in any
such property.

2.9      WAIVER OF PARTITION. Each Member hereby waives any and all
rights such Member may have to a partition of any Company property or
properties.

2.10     INTENTION FOR COMPANY. The Member has formed the Company as a
limited liability company under the Act. The Member specifically intends that
the Company not be a general or limited partnership or any other joint or
cooperative venture. No Member or Officer shall be construed to be a partner in
the Company or a partner or other joint venturer of or with any other Member,
Officer, or Person.

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ARTICLE 3
CAPITAL CONTRIBUTIONS

3.1      INITIAL CAPITAL CONTRIBUTIONS. As its initial Capital
Contribution to the Company, the Member agrees to make $1,000.00 as its Capital
Contribution for which it will receive 1,000 Units.

3.2      ADDITIONAL CAPITAL CONTRIBUTIONS; NONASSESSABILITY. No
additional Capital Contributions are presently contemplated or will be required.
No Member will be required to make any Capital Contribution in excess of the
amount stated in Section 3.1 unless agreed by all Members.

3.3      No RIGHT TO RETURN OF CONTRIBUTION. No Member has the right to
withdraw or to receive a return of their Capital Contributions, as reflected in
their respective Capital Accounts from time to time, except upon the dissolution
and liquidation of the Company pursuant to Article 13.

3.4      LOANS FROM MEMBERS TO COMPANY. Subject to any other
restrictions contained herein, the Company may borrow money from the Member at
such interest rate or rates and upon such other terms as are agreed upon by the
Company and the lending Member; provided that the interest rate on any such
loans may not exceed the rate that would apply to Company borrowing on similar
terms from recognized banks or financial institutions.

3.5      NO INTEREST ON CONTRIBUTIONS. No interest shall be paid to any
Member on Capital Contributions.

ARTICLE 4
ALLOCATIONS OF PROFITS
AND LOSSES; DISTRIBUTIONS

4.1      CAPITAL ACCOUNTS. The Company will maintain a separate Capital
Account for each Member. The Capital Account for each Member shall be increased
by such Member's Capital Contributions and decreased by Distributions made to
such Member. Each Member's Capital Account shall also be increased or decreased,
as the case may be, to account for allocations of profits and losses to such
Member. As of the date on which additional Capital Contributions are made by any
Member, or Distributions are made in liquidation of any Member's interest in the
Company, the Capital Account balances of the Members may be restated to reflect
the market values of the Company's properties as of such date and the manner in
which profits and losses would have been allocated had the Company disposed of
its properties on such date, all in accordance with Treasury Regulations
Sections 1.704-1(b)(2)(iv)(f) and (r), as in effect on the date hereof.
Subsequent adjustments to Capital Accounts shall be made so as to comply with
the requirements of Treasury Regulations Sections 1.704-1(b)(2)(iv) and
1.704-1(b)(4)(i), as in effect on the date hereof. For example, appreciation and
depreciation of assets reflected in the Capital Accounts of the Members by
reason of the adjustments described above shall be taken into account in making
later Capital Account adjustments for profits and losses.

4

4.2      RESTATEMENT OF CAPITAL ACCOUNTS. If any additional Capital
Contributions are made to the Company, upon agreement of Members holding
seventy-five percent (75%) of all Units, the Capital Accounts of the Members may
be restated to reflect the Members' interests in Company assets. Any such
restatement shall reflect such increases or decreases in the Capital Accounts of
the Members as would reflect the manner in which income, gains, losses, etc.,
would be allocated if there were a taxable disposition of all Company property
for its fair market value on the date of such Capital Contributions.

4.3      ALLOCATIONS OF PROFIT AND LOSSES. Profits and losses of the
Company shall be allocated pro rata among the Members in proportion to their
Units. 

4.4      SECTION 704(c) ALLOCATION. To the extent required by 
Section 704(c) of the Code, items of income, gain, loss, or deduction with 
respect to contributed properties shall be allocated among the Members in such
manner as takes into account any variations between the bases of such properties
to the Company upon contribution and the fair market values of such properties
at the time of contribution. Any allocations made solely to comply with this
Section 4.4 and Section 704(c) of the Code are not to be reflected in Capital
Account adjustments. 

4.5      DISCRETIONARY DISTRIBUTIONS PRIOR TO LIQUIDATION. Additional 
current Distributions may be made from time to time as the Members holding a
majority of the Units determine. Distributions pursuant to this Section 4.5 are
to be made among the Members in proportion to the number of Units held by each
of them. Except as provided in Section 4.8, all Distributions to Members prior
to the liquidation, winding up, and dissolution of the Company shall be in cash.

4.6      DISTRIBUTIONS UPON DISSOLUTION AND WINDING UP. At the time of
the dissolution and winding up of the Company, following the allocation of all
net income and net losses and the payment of all Company obligations, the
remaining assets shall be distributed to the Members in accordance with Section
12.3.

4.7      NO DISTRIBUTION BY REASON OF WITHDRAWAL. Neither withdrawal
from the Company, Transfer of any interest in the Company, nor demand for the
return of capital shall entitle any owner of an interest in the Company to
receive any Distribution from the Company.

4.8      DISTRIBUTIONS IN KIND. No Member has any right to demand or
receive a Distribution from the Company in any form other than cash, nor may any
Member be compelled to accept any distribution of property in kind except under
circumstances where all Members receive undivided interests in property or
substantially equivalent interests in property on the basis of their Capital
Accounts. If there is a Distribution of property in kind, such property shall be
assumed to have been sold at its fair market value at the time of the
Distribution, and the resulting gain or loss shall be allocated among the
Members according to their Capital Accounts, and their Capital Accounts shall be
adjusted accordingly.

5

ARTICLE 5
RIGHTS AND DUTIES OF MEMBERS

5.1      MEMBER VOTING. Members shall possess voting rights in
proportion to their number of Units.

5.2      CONFLICTS OF INTEREST.

(a)      OTHER BUSINESS VENTURES. Any Member may engage in or
possess an interest in other business ventures of every nature and
description, independently or with others, whether such ventures are
competitive with the Company or otherwise; and neither the Company nor
the Members shall have any right by virtue of this Agreement in or to
such independent ventures or to the income or profits derived
therefrom, and no Member shall have the obligation to bring any
business opportunity to the Company or to any other Member.

(b)      CONTRACTS WITH MEMBERS AND AFFILIATES. A Member does
not violate a duty or obligation to the Company merely because the
Member's conduct furthers the Member's own interest. A Member (or an
Affiliate of a Member) may lend money to and transact other business
with the Company. If a Member (or an Affiliate of a Member) lends money
to or transacts business with the Company, the rights of such Member
(or an Affiliate of a Member) with respect to the loan or the
transacted business are the same as those of a Person who is not a
Member, subject to other applicable law. No transaction with the
Company shall be voidable solely because a Member has a direct or
indirect interest in the transaction if either (i) the transaction is
fair to the Company or (ii) the disinterested Members, knowing the
material facts of the transaction and the Member's interest, authorize,
approve or ratify the transaction.

ARTICLE 6
MANAGEMENT

6.1      MANAGEMENT. Except as otherwise specified herein, the
management of the Company is reserved to the Member. All decisions of the
Company shall be by the agreement of Members holding a majority of the Units
held by Members. Notwithstanding the foregoing, the Management Board and/or
Officers of the Company may make decisions related to the management of the
Company except to the extent the Members may otherwise limit such authority.

6.2      MANAGEMENT BOARD. The Company may have a "MANAGEMENT BOARD" of
such number of members as Members holding a majority of the Units held by
Members shall determine from time to time, whose authority shall be subject to
the provisions of Section 6.1. Members holding a majority of the Units held by
Members may remove a member of the Management Board from that position. The
initial members of the Management Board shall be set forth herein at Exhibit A.
The "OFFICERS" of the Company shall consist of the members of the Management
Board and the other Officers elected or appointed pursuant to this Article 6.
All other Officers named in this Agreement or elected or appointed pursuant to
this Article 6 shall be

6

responsible to, and subject to the authority and direction of, the Management
Board in connection with matters over which the Management Board has authority.
Except as otherwise provided herein, whenever this Agreement contemplates action
by the Management Board, the Management Board may take or cause to be taken such
action in connection with the Company's business by the vote or agreement of a
majority of the members of the Management Board.

6.3      RIGHT OF PUBLIC TO RELY ON AUTHORITY OF MEMBERS; SIGNATORY
AUTHORITY. No person shall be required to determine the authority of the Members
or of a Member to make any undertaking on behalf of the Company, or to see to
the application or distribution of revenues or proceeds paid to the Members or
to a Member.

6.4      OFFICERS.

(a)      The Officers of the Company, as such, shall have
limited authority, and shall be subject to the provisions and
limitations of this Article 6.

(b)      The Management Board may elect a Chairperson of the
Board who, if elected, shall preside at all meetings of the Members and
of the Management Board and shall perform such other duties as may be
prescribed by the Management Board from time to time.

(c)      The Company may have a Chief Executive Officer, who
shall have general active management of the business of the Company,
and in the absence of the Chairperson of the Board or if the office of
Chairperson of the Board is vacant, shall preside at meetings of the
members and Management Board, shall see that all orders and resolutions
of the Management Board are carried into effect, shall have authority
to sign and deliver in the name of the Company any deeds, mortgages,
bonds, contracts, or other instruments pertaining to the business of
the Company, except in cases in which the authority to sign and deliver
is required by law to be exercised by another person or is expressly
delegated by this Agreement, or the Management Board to some other
Officer or agent of the Company, may maintain records of and certify
proceedings of the Management Board and Members, and shall perform such
other duties as may from time to time be prescribed by the Management
Board.

(d)      The Company shall have a President, who shall be the
chief operating officer of the Company, shall have authority to
exercise the power of the Chief Executive Officer in his absence, and
in the absence of the Chairperson of the Board and the Chief Executive
Officer, or if both such offices are vacant, shall preside at meetings
of the Members and Management Board. The Company may also have one or
more Vice Presidents, who shall have authority to exercise the power of
the President in his absence.

(e)      The Company shall have a Treasurer, who, unless
provided otherwise by the Management Board, shall keep accurate
financial records for the Company, shall deposit all moneys, drafts,
and checks in the name of and to the credit of the Company in such
banks and depositories as the members or the Management Board shall
designate from time to time, shall endorse for deposit all notes,
checks, and drafts received by the

7

Company as ordered by the members or the Management Board, making
proper vouchers therefore, shall disburse Company funds and issue
checks and drafts in the name of the Company as ordered by the members
or the Management Board, shall render to the President and the
Management Board, whenever requested, an account of all such Officer's
transactions as Chief Financial Officer and of the financial condition
of the Company, and shall perform such other duties as the members or
the Management Board or the President may prescribe from time to time.

(f)      The Company shall have a Secretary, who shall have
primary responsibility to maintain records of actions of, and whenever
necessary, certify all proceedings of the Members. The Secretary shall
keep the required records of the Company, when so directed by the
person or persons authorized to call such meetings, shall give or cause
to be given notice of meetings of the Members, and shall perform such
other duties and have such other powers as the Members or the President
may prescribe from time to time.

(g)      A Officer, as such, shall not be obligated to devote
his or her full time to the conduct of the Company affairs, but shall
devote only as much time as he or she deems necessary for the proper
conduct thereof, and provided further, that nothing in this Agreement
shall be deemed to restrict in any way the freedom of a Officer to
conduct any other businesses or activities whatsoever without any
accountability to the Company.

(h)      The Company may have additional Officers as provided
in Section 6.6.

6.5      INITIAL OFFICERS. The initial Officers shall be set forth
herein at Exhibit A.

6.6      ELECTION AND REMOVAL OF OFFICERS. Subject to the other
provisions of this Article 6, the members or the Management Board may elect or
appoint other Officers or agents of the Company, with such titles, duties, and
authority as they shall designate. Subject to the other provisions of this
Article 6, and to any other limitations that the Management Board may impose,
the President may delegate authority and appoint other Officers and agents of
the Company, with such titles, duties, and authority as the President shall
designate. The President, at any time, may remove or terminate the authority of
any Officer or agent that was appointed by the President. The members or the
Management Board may at any time remove or terminate the authority of any
Officer or agent, whether elected or appointed by the members or the Management
Board or the President.

ARTICLE 7
LIABILITY AND INDEMNIFICATION

7.1      LIABILITY OF MEMBERS. No Member shall be liable as such for
the liabilities of the Company. The failure of the Company to observe any
formalities or requirements relating to the exercise of its powers or management
of its business or affairs under this Agreement or the Act shall not be grounds
for imposing personal liability on the Members or the Officers for liabilities
of the Company.

8

7.2      LIABILITY OF OFFICER AND EMPLOYEES. No Officer or employee
shall be liable to the Company for any liability suffered by the Company on
account of any action or inaction taken by him as a Officer or employee, if such
Person acted (a) in good faith, (b) with the care of a corporate officer of like
position, and (c) in a manner he reasonably believed to be in the best interest
of the Company.

7.3      INDEMNIFICATION.

(a)      The Company shall indemnify any current or former
Officer of the Company to the full extent permitted by law against
expenses, judgments and other losses arising out of his or her status
as an officer or member of the Management Board, provided that the
Officer has met the appropriate standard of conduct as set forth in
Section 7.2, in the interpretation of a majority in interest of the
members or the Management Board (excluding the Officer for whom such
indemnification is proposed, if such Officer serves on the Management
Board).

(b)      The Company may indemnify any current or former
employee or agent of the Company, at the discretion of the members or
the Management Board, to the full extent permitted by law against
expenses, judgments and other losses arising out of their status as an
employee, provided that the employee has met the appropriate standard
of conduct as set forth in Section 7.2, in the interpretation of the
members or the Management Board.

7.4      EXPENSES.

(a)      The Company shall reimburse an Officer for all losses
and expenses, including legal fees, in connection with any suit or
action referred to in Section 7.3(a) above.

(b)      In the discretion of the Officer, the Company may
advance a Officer or employee funds to defend a suit or otherwise,
provided that such Person must agree to repay such amounts if it is
determined that he is not entitled to reimbursement of the funds.

7.5      NON-EXCLUSIVITY. The indemnification and advancement of 
expenses shall not be exclusive of any other right available to a Officer or
employee.

ARTICLE 8
BOOKS AND RECORDS; TAX MATTERS

8.1      TAX CHARACTERIZATION. The Members intend that the Company be
treated as a "partnership" for tax purposes during all periods when there is
more than one Person that owns an interest in the Company for federal income tax
purposes, and as a disregarded entity for tax purposes during periods for which
there is but one Person that owns an interest in the Company for federal income
tax purposes.

9

8.2      ACCOUNTING METHOD AND FISCAL YEAR. The Company shall keep its
accounting records and shall report its income for income tax purposes on the
method of accounting that was used by the Company. The fiscal year of the
Company shall be the calendar year. 

8.3      BOOKS AND RECORDS. The Company's books and accounting records
and all other papers, records, and documents relating to the Company's affairs
shall be kept at the Company's principal executive office or such other place as
the Members may agree. Each Member shall have the right, subject to applicable
law and reasonable standards established by the Officer, to obtain from the
Company from time to time upon reasonable demand for any purpose reasonably
related to the Member's interest as a Member of the Company:

(a)      true and full information regarding the status of the
business and financial condition of the Company;

(b)      promptly after becoming available, a copy of the
Company's federal, state, and local income tax returns for each year;

(c)      a current list of the name and last known business,
residence or mailing address of each Member and Officer of the Company;

(d)      a copy of any written limited liability company
agreement and Certificate of Formation and all amendments thereto,
together with executed copies of any written powers of attorney
pursuant to which the limited liability company agreement and any
certificate and all amendments thereto have been executed; and

(e)      true and full information regarding the amount of
cash and description and statement of the agreed value of any other
property or services contributed by each Member and which each Member
has agreed to contribute in the future, and the date on which each
became a Member

8.4      ANNUAL FINANCIAL STATEMENTS. The Management Board shall cause
to be prepared and delivered to each of the Members within 120 days after the
close of each fiscal year, annual financial statements for the Company,
including statements of assets and liabilities, income statements, and such
other statements as are commonly included in financial statements, or as may be
requested by the Members. Such financial statements need not be audited. Costs
of compiling the Company's annual financial statements will be paid by the
Company. If a majority in interest of the Members deems it advisable to have the
Company's financial statements audited or reviewed, the Management Board may
engage an independent certified public accountant to do so, and the fees
therefor will be paid by the Company.

8.5      BANK ACCOUNTS. The members or the Management Board shall
select a bank account or accounts for the funds of the Company, and all funds of
every kind and nature received by the Company shall be deposited in such account
or accounts. The members or the Management Board shall designate from time to
time the Persons authorized to withdraw funds from such accounts. The funds of
the Company will not be commingled with funds of any other Person.

10

8.6      TAX RETURNS. As soon as possible following the close of each
year of the Company for which the filing of a partnership tax return is
required, the partnership income tax return for the Company shall be prepared by
such accountant or firm as may be selected by the members or the Management
Board. In addition, within 75 days after the end of each fiscal year, the
Company will cause to be delivered to each Person who was a Member at any time
during such fiscal year a Schedule K-l and such other information, if any, with
respect to the Company as may be necessary for the preparation of such Member's
federal or state income tax (or information) returns, including a statement
showing each Member's share of income, gain, loss, and credits for such fiscal
year for federal or state income tax purposes. 

8.7      TAX ELECTIONS. In the sole discretion of the members or the 
Management Board, the Company may make or not make any and all tax elections
deemed appropriate, including, in the event of a transfer of all or part of any
Member's interest in the Company, the election under Section 754 of the Code to
adjust the bases of the assets of the Company. 

8.8      TAX MATTERS PARTNER. During periods for which the Company must
have a "tax matters partner" within the meaning of Section 6231(a)(7) of the
Code, NRG Power Marketing Inc. shall act as the tax matters partner of the
Company.

ARTICLE 9
TRANSFERS OF MEMBERSHIP INTERESTS

9.1      LIMITATION ON SALE OR EXCHANGE. Except as otherwise provided
in this Article 9, no Member may sell, assign, or otherwise transfer all or any
portion of his, her or its interest in the Company except as agreed by all other
Members.

9.2      REQUIREMENTS FOR ASSIGNMENT. Subject to restrictions on
transferability contained elsewhere in this Agreement or imposed by federal or
state law, a Member may assign an interest in the Company only (a) by a written
assignment that (i) is not in contravention of any of the provisions of this
Agreement; (ii) has been duly executed and acknowledged by the assignor and
assignee, subject to the reasonable approval of the members or the Management
Board; and (iii) is to an assignee who represents that he satisfies specific
suitability standards applicable to the assigning Member as may from time to
time be established by a majority in interest of the Members; and (b) if
required by the Management Board, legal counsel for the Company has rendered its
opinion, in form and substance satisfactory to the Management Board and at the
expense of the prospective assignee or assignor, that such assignment would not
cause the termination of the Company for federal income tax purposes (unless
termination is consented to by the Management Board or the transfer is otherwise
permitted by Section 10.1) or the taxation of the Company as a corporation.

9.3      CONTINUATION OF ASSIGNOR'S STATUS. Anything herein to the
contrary notwithstanding, the Company, its Officers, and the Members are
entitled to treat an assignor of an interest in the Company as the absolute
owner thereof in all respects, and they will incur no liability for
distributions of cash made in good faith to him, her or it until such time as a
written assignment that conforms to all requirements of this Article 10 has been
received by and recorded on the books and records of the Company.

11

9.4      ASSIGNEE'S RIGHTS. An assignee of any Member's interest will
be entitled to receive Distributions of cash or other property from the Company
and to receive allocations of the gains, profits, and losses of the Company
attributable to such interest after the effective date of the assignment. The
"effective date" of an assignment shall be the later of (a) the date set forth
on the written instrument of assignment and (b) the date upon which the
requirements of this Article 9 have been satisfied. An Assignee who has not been
admitted as a Substitute Member pursuant to Section 9.5 will have no additional
rights except as required by law. 

9.5      REQUIREMENTS FOR ADMISSION AS A SUBSTITUTE OR ADDITIONAL
MEMBER. An assignee of an interest in the Company, if not already a Member, may
become a Substitute Member only with the consent of Members holding a majority
of all Units held by nontransferring Members, which consent may be granted or
withheld all in each such Member's sole discretion. No assignee of any Member's
interest who is not already a Member may become a Substitute Member with respect
to such interest without such consent.

9.6      DOCUMENTS AND EXPENSES. As a condition to admission as a
Substitute Member, an assignee of all or a part of any interest in the Company
shall execute and acknowledge such instruments, in form and substance
satisfactory to the Company, as the Company deems necessary or advisable to
effectuate such admission and to confirm the agreement of the person being
admitted as such Substitute Member to be bound by all of the terms and
provisions of this Agreement. Such assignee shall pay all reasonable expenses in
connection with such admission as a Substitute Member, including, but not
limited to, legal fees and costs of preparing and filing any amendment to the
Certificate of Formation of the Company if necessary or desirable in connection
therewith.

9.7      TRANSFERS NOT IN COMPLIANCE WITH THIS ARTICLE ARE VOID. Any
attempted transfer of an interest in the Company, or any part thereof, not in
compliance with this Article 9 is null and void ab initio.

9.8      ACQUIT COMPANY. Until such time as a written assignment that
conforms to all requirements of this Article 9 has been received by and recorded
on the books of the Company, any payment by the Company to an assigning Member
or his, her or its executors, administrators, or representatives shall acquit
the Company of liability to the extent of such payments from any other Person
who may have an interest in such payment by reason of an assignment by the
Member, such Member's death, or otherwise.

9.9      OBLIGATIONS OF SUBSTITUTE MEMBERS OR ASSIGNEES. A Person who
shall, as provided in this Article, be admitted as a Member of the Company, or
shall become an assignee of an interest in the Company or other rights or powers
of a Member to the extent assigned, shall become bound by this Agreement:

(a)      If such Person (or a representative authorized by
such Person orally, in writing or by other action such as payment for
an interest in the Company) executes the Agreement or any other writing
evidencing the intent of such Person to become a Member or Assignee; or

12

(b)      Without such execution, if such Person (or a
representative authorized by such Person orally, in writing or by other
action such as payment for an interest in the Company) complies with
the conditions for becoming a Member or Assignee as set forth in this
Agreement or any other writing and requests (orally, in writing or by
other action such as payment for a Company interest) that the records
of the Company reflect such admission or assignment; and

Such obligation shall not be unenforceable by reason of its not having been
signed by a Person being admitted as a Member or becoming an assignee as
provided in this Article, or by reason of its having been signed by a
representative as provided by the Act.

ARTICLE 10
ADDITIONAL MEMBERS

Additional Members may be admitted to the Company upon such terms and
conditions, and for such Capital Contributions as shall be approved by all
Members. If there remain no Members because of the occurrence of an event
described in Section 12.1(c) that terminated the membership of the last
remaining Member, any or all Persons that (a) acquired all or any portion of
such Member's interest in the Company and (b) request in writing to be admitted
as a Member, shall be admitted as additional Members of the Company as of a
common date no later than 90 days after the occurrence of such Dissolution
Event.

ARTICLE 11
RESIGNATION; WITHDRAWAL

A Member may not resign from, withdraw from, or assign an interest in
the Company, except as specifically permitted by this Agreement.

ARTICLE 12
DISSOLUTION; CONTINUATION

12.1     DISSOLUTION EVENTS. The Company shall continue until the
occurrence of any of the following events (each a "DISSOLUTION EVENT"): 

(a)      The expiration of the Company's period of existence, 
as set forth in the Certificate of Formation;

(b)      The written consent of all of the Members to dissolve
and terminate the Company;

(c)      The death, retirement, resignation, expulsion,
bankruptcy, or dissolution of a Member, or the occurrence of any other
event which terminates the continued membership of a Member; or

(d)      The decree of a court of competent jurisdiction that
dissolution and liquidation is required.

13

12.2     CONTINUATION AFTER DISSOLUTION. Upon the occurrence of a
Dissolution Event defined in Section 12.1(c), the Company automatically shall be
continued (a) if there are remaining Members, unless the remaining Members of
the Company elect to dissolve pursuant to Section 12.1(b), or (b) if there are
no remaining Members of the Company, if one or more additional Members are
admitted pursuant to Article 9 within 90 days after such Dissolution Event.

12.3     DISSOLUTION PROCEDURE. Except as otherwise provided by the Act
and unless the Company is continued pursuant to Section 12.2, upon the
occurrence of a Dissolution Event, no further business shall be done in the name
of or on behalf of the Company except insofar as may be necessary to wind up the
business of the Company and distribute its assets to the Members or their
successors in interest, and the Company shall execute and file a certificate of
cancellation as required by the Act. Upon dissolution and termination of the
Company, except as otherwise provided in any valid business continuation
agreement and by applicable law, the Company's assets shall be applied in the
following order:

(a)      To creditors, including Members or the Officer who
are creditors, to the extent otherwise permitted by law, in
satisfaction of liabilities of the Company (whether by payment or the
making of reasonable provision for payment thereof) other than
liabilities for which reasonable provision for payment has been made;

(b)      Next, to the setting up of any reserves deemed
reasonably necessary by the Officer for (i) any contingent, conditional
or unmatured claims or obligations of the Company known to the Company;
and (ii) all claims and obligations which are known to the Company but
for which the identity of the claimant is unknown; and

(c)      Next, to the Members first in accordance with their
respective Capital Account balances, and second respecting their
interests in the Company, in the proportions in which Members share in
Distributions pursuant to Section 4.5 of this Agreement.

For purpose of determining the rights of Members to Distributions in
dissolution, in the event of a distribution of property in kind, such property
shall be assumed to have been sold at its fair market value, as determined by
the Officer, with any gain or loss allocated to the Members in accordance with
Article 4. If a Member is indebted to the Company, the Company shall, if
possible, offset such indebtedness to satisfy its obligation to make a
Distribution in dissolution to said indebted Member rather than distribute a
portion of said indebtedness to the other Members.

ARTICLE 13
AMENDMENTS

No change, modification or amendment of this Agreement shall be valid
or binding unless such change, modification or amendment is contained in a
writing signed by all Members.

14

ARTICLE 14
PROVISIONS APPLICABLE WHEN
THERE IS A SINGLE MEMBER

For all periods during which there is a single Member of the Company,
notwithstanding any contrary provision of this Agreement, such Member's actions,
for all purposes, shall be duly authorized actions by and on behalf of the
Company.

ARTICLE 15
MISCELLANEOUS

15.1     GOVERNING LAW. Notwithstanding the fact that the Company will
conduct business in states other than Delaware, and notwithstanding the fact
that the Members are residents of states other than Delaware, this Agreement and
the rights of the parties hereunder will be governed by, interpreted, and
enforced in accordance with the laws of the State of Delaware.

15.2     CERTIFICATE OF FORMATION. The Certificate of Formation is
incorporated by reference and hereby made a part of this Agreement. In the event
of any conflict between the Certificate of Formation and this Agreement, the
provisions of this Agreement shall govern to the extent not contrary to law.

15.3     BINDING EFFECT. This Agreement will be binding upon and inure
to the benefit of the Members, and their respective heirs, executors,
administrators, personal representatives, successors and assigns.

15.4     SEVERABILITY. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under the present or future laws effective
during the term of this Agreement, such provision will be fully severable, and
this Agreement will be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement, and the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance from this Agreement. Furthermore, in lieu of such illegal, invalid
or unenforceable provision, there will be added automatically as a part of this
Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.

15.5     COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which will be deemed an original, but all of which will
constitute one and the same instrument. In making proof hereof it will be
necessary to produce only one copy hereof signed by the party to be charged.

15.6     ADDITIONAL DOCUMENTS AND ACTS. Each Member agrees to execute
and deliver such additional documents and instruments and to perform such
additional acts as may be necessary or appropriate to effectuate, carry out and
perform all of the terms, provisions and conditions of this Agreement and the
transactions contemplated hereby.

15

15.7     No THIRD PARTY BENEFICIARY. This Agreement is made solely and
specifically among and for the benefit of the parties hereto, and their
respective successors and assigns, and no other Person will have any rights,
interest or claim hereunder or be entitled to any benefits under or on account
of this Agreement, whether as a third party beneficiary or otherwise.

15.8     NOTICES. Any notice to be given or to be served by a Member
upon the Company in connection with this Agreement must be in writing and will
be deemed to have been given when delivered personally or mailed to the Company
at its registered office or its principal executive office or to the Company's
President. Notice to a Member will be deemed to have been given when (a)
delivered personally to the Member or (b) deposited in the United States mail,
postage prepaid and addressed to a Member at the address specified in Section
2.2 hereof. At any time, by giving 5 days' prior written notice to the Company,
a Member may designate another address in substitution of the foregoing address
as the address to which notice is to be given.

15.9     HEADINGS AND TITLES. Article and section headings and titles
are for descriptive purposes and convenience of reference only and shall not
control, alter or be used to interpret the meaning of this Agreement as set
forth in the text.

15.10    ENTIRE AGREEMENT. This Agreement is the final integration of
the agreement of the parties with respect to the matters covered by it and
supersedes any prior understanding or agreement, oral or written, with respect
thereto.

15.11    GENDER, ETC. Except where the context requires otherwise, the
use of terminology of any of the masculine, feminine or neuter genders shall
include all such genders, and the use of the singular number shall include the
plural and vice versa.

IN WITNESS WHEREOF, the Member has executed this Agreement as of the
date first above written.

NRG POWER MARKETING INC.

/s/ Craig A. Mataczynski
-----------------------------
By:  Craig A. Mataczynski
Its: President

16

EXHIBIT A

MEMBER:        NRG Power Marketing Inc.

CAPITAL CONTRIBUTION   NUMBER OF UNITS       % OWNERSHIP           PARENT COMPANY
--------------------   ---------------       -----------           --------------

$1,000.00             1,000                100%           NRG Power Marketing Inc.

INITIAL MANAGEMENT BOARD:

None

INITIAL OFFICERS:

President                 Craig A. Mataczynski
Vice President            Christopher M. Cairo
Treasurer                 Brian B. Bird
Secretary                 Guy C. Smith
Assistant Secretary       David Adams
Assistant Secretary       Kathryn J. Osteraas

EXHIBIT 3.85

CERTIFICATE OF INCORPORATION
OF
NRG NORTH CENTRAL OPERATIONS INC.

FIRST. The name of the corporation is NRG North Central Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Craig A.
Mataczynski, 901 Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional

misconduct or a knowing violation of law, (c) pursuant to Section 174 of the
General Corporation Law of Delaware or (d) for any transaction from which the
director derived any improper personal benefit. Any repeal or modification of
this Article Tenth by the stockholders of the corporation shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is her act and deed and that the facts stated 
therein are true.

/s/ Craig A. Mataczynski
---------------------------
Craig A. Mataczynski
Incorporator

EXHIBIT 3.86

BYLAWS
OF
NRG NORTH CENTRAL OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG North Central Operations Inc.    Bylaws                               Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG North Central Operations Inc.    Bylaws                               Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG North Central Operations Inc.    Bylaws                               Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG North Central Operations Inc.    Bylaws                               Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG North Central Operations Inc.    Bylaws                               Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG North Central Operations Inc.    Bylaws                               Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG North Central Operations Inc.    Bylaws                               Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefore has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG North Central Operations Inc.    Bylaws                               Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG North Central Operations Inc.    Bylaws                              Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.87

CERTIFICATE OF INCORPORATION
OF
NRG NORTHEAST AFFILIATE SERVICES INC.

FIRST. The name of the corporation is NRG Northeast Affiliate Services
Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Michael J.
Young, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Incorporator

EXHIBIT 3.88

BYLAWS
OF
NRG NORTHEAST AFFILIATE SERVICES INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG Northeast Affiliate Services Inc.     Bylaws                          Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Northeast Affiliate Services Inc.     Bylaws                          Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Northeast Affiliate Services Inc.     Bylaws                          Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Northeast Affiliate Services Inc.     Bylaws                          Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Northeast Affiliate Services Inc.     Bylaws                          Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Northeast Affiliate Services Inc.     Bylaws                          Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Northeast Affiliate Services Inc.     Bylaws                          Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Northeast Affiliate Services Inc.     Bylaws                          Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Northeast Affiliate Services Inc.     Bylaws                         Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.89

CERTIFICATE OF INCORPORATION
OF
NRG NORWALK HARBOR OPERATIONS INC.

FIRST. The name of the corporation is NRG Norwalk Harbor Operations
Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Karin M.
Wentz, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Karin M. Wentz
---------------------------
Karin M. Wentz
Incorporator

EXHIBIT 3.90

BYLAWS
OF
NRG NORWALK HARBOR OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG Norwalk Harbor Operations Inc.   Bylaws                               Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Norwalk Harbor Operations Inc.   Bylaws                               Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Norwalk Harbor Operations Inc.   Bylaws                               Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Norwalk Harbor Operations Inc.   Bylaws                               Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Norwalk Harbor Operations Inc.   Bylaws                               Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Norwalk Harbor Operations Inc.   Bylaws                               Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Norwalk Harbor Operations Inc.   Bylaws                               Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Norwalk Harbor Operations Inc.   Bylaws                               Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Norwalk Harbor Operations Inc.   Bylaws                              Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.91

CERTIFICATE OF INCORPORATION
OF
NRG OPERATING SERVICES, INC.

FIRST. The name of the corporation is NRG Operating Services, Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Catherine J.
Moen, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The initial Board of Directors of the corporation is as follows:

Kenneth E. Gelle
Ronald J. Will

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) pursuant to Section 174 of the General Corporation Law of Delaware or
(d) for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Article Ninth by the stockholders of
the corporation shall not adversely affect any right or protection of a director
of the corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is her act and deed and that the facts stated
therein are true.

/s/ Catherine J. Moen
---------------------------------
Catherine J. Moen

EXHIBIT 3.92

BY-LAWS
OF
NRG OPERATING SERVICES, INC.

ARTICLE I

Stockholders

Section 1.1 Annual Meetings. An annual meeting of stockholders shall be
held for the election of directors at such date, time and place, either within
or without the State of Delaware, as may be designated by resolution of the
Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2 Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3 Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these by-laws, the written notice of any meeting shall be given not less than
ten nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4 Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5 Quorum. Except as otherwise provided by law, the
certificate of incorporation or these by-laws, at each meeting of stockholders
the presence in person or by proxy of the holders of shares of stock having a
majority of the votes which could be cast by the holders of all outstanding
shares of stock entitled to vote at the meeting shall be necessary and
sufficient to constitute a quorum. In the absence of a quorum, the

stockholders so present may, by majority vote, adjourn the meeting from time to
time in the manner provided in Section 1.4 of these by-laws until a quorum shall
attend. Shares of its own stock belonging to the corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.

Section 1.6 Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7 Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her of it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these by-laws, be decided by the vote
of the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock entitled to vote thereon which are
present in person or represented by proxy at the meeting.

Section 1.8 Fixing Date for Determination of Stockholders of Record. In
order that the corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or

2

other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors and which record
date: (1) in the case of determination of stockholders entitled to vote at any
meeting of stockholders or adjournment thereof, shall, unless otherwise required
by law, not be more than sixty nor less than ten days before the date of such
meeting; (2) in the case of determination of stockholders entitled to express
consent to corporate action in writing without a meeting, shall not be more than
ten days from the date upon which the resolution fixing the record date is
adopted by the Board of Directors; and (3) in the case of any other action,
shall not be more than sixty days prior to such other action. If no record date
is fixed: (1) the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting when no prior action of
the Board of Directors is required by law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the corporation in accordance with applicable law, or, if prior
action by the Board of Directors is required by law, shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action; and (3) the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however
that the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.9 List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present. Upon the willful
neglect or refusal of the directors to produce such a list at any meeting for
the election of directors, they shall be ineligible for election to any office
at such meeting. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders

3

or the books of the corporation, or to vote in person or by proxy at any meeting
of stockholders.

Section 1.10 Action By Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1 Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2 Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the term of office of the director whom he or she
has replaced or until his or her successor is elected and qualified.

Section 2.3 Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4 Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by

4

the President, any Vice President, the Secretary, or by any member of the Board
of Directors. Notice of a special meeting of the Board of Directors shall be
given by the person or persons calling the meeting at least twenty-four hours
before the special meeting.

Section 2.5 Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this by-law shall
constitute presence in person at such meeting.

Section 2.6 Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these by-laws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7 Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8 Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

ARTICLE III

Committees

Section 3.1 Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of

5

Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent permitted by law and to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation (if any) to be affixed to all papers which may require
it.

Section 3.2 Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these by-laws.

ARTICLE IV

Officers

Section 4.1 Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2 Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

6

ARTICLE V

Stock

Section 5.1 Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he or she were such officer, transfer agent, or registrar at
the date of issue.

Section 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

ARTICLE VI

Indemnification

Section 6.1 Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2 Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided,

7

however, that the payment of expenses incurred by a director or officer in
advance of the final disposition of the proceeding shall be made only upon
receipt of an undertaking by the director or officer to repay all amounts
advanced if it should be ultimately determined that the director or officer is
not entitled to be indemnified under this Article or otherwise.

Section 6.3 Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4 Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5 Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or non-profit entity shall be reduced by any amount such
person may collect as indemnification from such other corporation, partnership,
joint venture, trust, enterprise or non-profit entity.

Section 6.6 Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1 Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2 Seal. The Board of Directors shall determine whether or not
the corporation shall have a corporate seal. The corporate seal (if any) shall
have the name of the corporation inscribed thereon and shall be in such form as
may be approved from time to time by the Board of Directors.

8

Section 7.3 Waiver of Notice of Meetings of Stockholders, Directors and
Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4 Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (2) the material
facts as to his, her or their relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (3) the contract or transaction is fair as to
the corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee thereof, or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction. Nothing in this Section 7.4 shall be construed to imply
that any contract or transaction between the corporation and Northern States
Power Company ("NSP"), or between the corporation and any other corporation that
is a direct or indirect wholly-owned subsidiary of NSP, shall be void or
voidable, whether of not such contract or transaction complies with the
requirements of clauses (1), (2) or (3) of the immediately preceding sentence.

Section 7.5 Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

9

Section 7.6 Amendment of By-Laws. These by-laws may be altered or
repealed, and new by-laws made, by the Board of Directors, but the stockholders
may make additional by-laws and may alter and repeal any by-laws whether adopted
by them or otherwise.

10

EXHIBIT 3.93

CERTIFICATE OF INCORPORATION
OF
NRG OSWEGO HARBOR POWER OPERATIONS INC.

FIRST. The name of the corporation is NRG Oswego Harbor Power
Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Karin Wentz,
1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for

liability (a) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) pursuant
to Section 174 of the General Corporation Law of Delaware or (d) for any
transaction from which the director derived any improper personal benefit. Any
repeal or modification of this Article Ninth by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification with respect
to acts or omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Karin Wentz
--------------------------
Karin Wentz
Incorporator

EXHIBIT 3.94

BYLAWS
OF
NRG OSWEGO HARBOR POWER OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG Oswego Harbor Power Operations Inc. Bylaws                            Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Oswego Harbor Power Operations Inc. Bylaws                            Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Oswego Harbor Power Operations Inc. Bylaws                            Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Oswego Harbor Power Operations Inc. Bylaws                            Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Oswego Harbor Power Operations Inc. Bylaws                            Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Oswego Harbor Power Operations Inc. Bylaws                            Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Oswego Harbor Power Operations Inc. Bylaws                            Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Oswego Harbor Power Operations Inc. Bylaws                            Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Oswego Harbor Power Operations Inc. Bylaws                           Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
NRG OSWEGO HARBOR POWER OPERATIONS INC.

The undersigned, being all of the members of the Board of Directors of
NRG Oswego Harbor Power Operations Inc., a Delaware corporation (the "Company"),
do hereby adopt, by unanimous written consent, the following resolutions,
effective as of April 29, 1999:

RESOLVED, that the President, the Treasurer and any Assistant Treasurer
of the Company be, and each of them hereby is, designated as an "Authorized
Signatory" and each is authorized by written notice to:

(i) designate a bank or banks as a depository or depositories of the
Company (each a "Bank");

(ii) authorize the establishment therein of a bank account or bank
accounts;

(iii) make credit arrangements and borrow funds in the name of the
Company for such amounts, for such times, at such rates of interest or
discount, and upon such terms and conditions as deemed appropriate;

(iv) direct the Secretary or any Assistant Secretary of the Company to
appoint and remove, from time to time, one or more employees of the
Company, or its affiliates, as Authorized Signatories;

(v) provide to the Secretary or any Assistant Secretary of the Company
executed wire transfer security agreements and executed wire transfer
procedural authorization documents to be transmitted to each Bank
requiring or requested to accept such wire transfer security agreements
or wire transfer procedural authorization documents;

(vi) make arrangements to sell, pledge, assign and endorse for sale or
transfer and arrange for delivery of bills and accounts receivable,
stock, bonds, or other property of the Company as security; and

(vii) arrange for the withdrawal of funds and securities as may be
necessary to effectuate the foregoing.

RESOLVED FURTHER, that any check, draft, note or order drawn against
Company funds on deposit at a Bank shall be signed by, or bear a facsimile of a
signature of, any Authorized Signatory which signature or facsimile thereof
shall be duly certified to the Bank by the Secretary or any Assistant Secretary
of the Company, the Bank hereby is authorized and requested to honor and pay
each such check, draft, note or order so drawn and no check, draft, note or
order drawn against the Bank shall be valid unless so executed, except where
otherwise authorized.

RESOLVED FURTHER, that, by written, telephonic, electronic or oral
instructions to the Bank that comply with executed wire transfer security
agreements with the Bank and executed wire transfer procedural authorization
documents, any Authorized Signatory may authorize payment, transfer or
withdrawal of Company funds on deposit with the Bank by wire, or otherwise
without any written order being issued to the Bank with respect to such payment,
transfer or withdrawal of funds and the Bank hereby is authorized and directed
to honor any such request for payment, transfer or withdrawal of Company funds.

RESOLVED FURTHER, that the Secretary or any Assistant Secretary of the
Company is authorized and instructed to furnish to each Bank a written list of
Authorized Signatories, to give prompt written notice to each Bank of any change
of Authorized Signatories and to provide each Bank with a specimen of the manual
signature or a facsimile signature, or both, of each Authorized Signatory.

RESOLVED FURTHER, that the Secretary or any Assistant Secretary of the
Company is authorized and instructed to furnish to each Bank a certified copy of
each executed wire transfer security agreement with said Bank and each executed
wire transfer procedural authorization document signed by the President, the
Treasurer or any Assistant Treasurer, and any amendments thereto.

RESOLVED FURTHER, that the Secretary or any Assistant Secretary of the
Company is authorized and instructed to transmit certified copies of these
resolutions to each Bank and that each such Bank is authorized to rely upon such
certificate until advised of any changes therein by the Secretary or any
Assistant Secretary of the Company.

RESOLVED FURTHER, that in addition to the specific authorizations
heretofore conferred, the President, the Treasurer, any Assistant Treasurer, the
Secretary and any Assistant Secretary be, and each of them hereby is, authorized
and empowered to do or cause to be done any and all such further acts and
things, including the execution and delivery of any such further papers,
documents and

instruments as they may deem necessary or appropriate in order to complete and
carry into effect the intents and purposes of the foregoing resolutions.

RESOLVED FURTHER, that any acts or instruments of the kind mentioned in
these resolutions, heretofore done or executed by any of said officers on behalf
of the Company, are hereby adopted, ratified and confirmed.

/s/ David H. Peterson                                  /s/ Louis P. Matis
-----------------------------                          -------------------------
David H. Peterson                                      Louis P. Matis

/s/ Roy R. Hewitt
-----------------------------
Roy R. Hewitt

EXHIBIT 3.95

CERTIFICATE OF INCORPORATION
OF
NRG POWER MARKETING INC.

FIRST. The name of the corporation is NRGPower Marketing Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Michael J.
Young, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) pursuant to Section 174 of the General Corporation Law of Delaware or
(d) for any transaction from which the director derived any improper personal
benefit. Any repeal or modification of this Article Ninth by the stockholders of
the corporation shall not adversely affect any right or protection of a director
of the corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Michael J. Young
----------------------------
Michael J. Young
Incorporator

EXHIBIT 3.96

BYLAWS
OF
NRG POWER MARKETING INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

NRG Power Marketing Inc.                Bylaws                            Page 2

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or by proxy of the holders of shares of stock having a
majority of the votes which could be cast by the holders of all outstanding
shares of stock entitled to vote at the meeting shall be necessary and
sufficient to constitute a quorum. In the absence of a quorum, the stockholders
so present may, by majority vote, adjourn the meeting from time to time in the
manner provided in Section 1.4 of these bylaws until a quorum shall attend.
Shares of its own stock belonging to the corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held, directly or indirectly, by the corporation,
shall neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of the corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which

NRG Power Marketing Inc.                Bylaws                            Page 3

are present in person or by proxy at such meeting. At all meetings of
stockholders for the election of directors, a plurality of the votes cast shall
be sufficient to elect. All other elections and questions shall, unless
otherwise provided by law, the certificate of incorporation or these bylaws, be
decided by the vote of the holders of shares of stock having a majority of the
votes which could be cast by the holders of all shares of stock entitled to vote
thereon which are present in person or represented by proxy at the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

NRG Power Marketing Inc.                Bylaws                            Page 4

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present. Upon the willful
neglect or refusal of the directors to produce such a list at any meeting for
the election of directors, they shall be ineligible for election to any office
at such meeting. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders or
the books of the corporation, or to vote in person or by proxy at any meeting of
stockholders.

Section 1.10. Action By Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office

NRG Power Marketing Inc.                Bylaws                            Page 5

until the first annual meeting of stockholders or until his or her successor is
elected and qualified. At the first annual meeting of stockholders and at each
annual meeting thereafter, the stockholders shall elect directors, each of whom
shall hold office for a term of one year or until his or her successor is
elected and qualified. Any director may resign at any time upon written notice
to the corporation. Any newly created directorship or any vacancy occurring in
the Board of Directors for any cause may be filled by a majority of the
remaining members of the Board of Directors, although such majority is less than
a quorum, or by a plurality of the votes cast at a meeting of stockholders, and
each director so elected shall hold office until the expiration of the term of
office of the director whom he or she has replaced or until his or her successor
is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice

NRG Power Marketing Inc.                Bylaws                            Page 6

Chairman of the Board, if any, or in his or her absence by the President, or in
their absence by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

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Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

NRG Power Marketing Inc.                Bylaws                            Page 8

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the

NRG Power Marketing Inc.                Bylaws                            Page 9

expense of prosecuting such claim. In any such action the corporation shall have
the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or non-profit entity shall be reduced by any amount such
person may collect as indemnification from such other corporation, partnership,
joint venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not

NRG Power Marketing Inc.                Bylaws                           Page 10

lawfully called or convened. Neither the business to be transacted at, nor the
purpose of any regular or special meeting of the stockholders, directors, or
members of a committee of directors need be specified in any written waiver of
notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (2) the material
facts as to his, her or their relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders or (3) the contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee thereof, or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction. Nothing in this Section 7.4 shall be construed to imply that any
contract or transaction between the corporation and Northern States Power
Company ("NSP"), or between the corporation and any other corporation that is a
direct or indirect wholly-owned subsidiary of NSP, shall be void or voidable,
whether or not such contract or transaction complies with the requirements of
clauses (1), (2) or (3) of the immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

NRG Power Marketing Inc.                Bylaws                           Page 11

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.97

CERTIFICATE OF INCORPORATION
OF
NRG SAGUARO OPERATIONS INC.

FIRST. The name of the corporation is NRG Saguaro Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Karin M.
Wentz, 901 Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional

misconduct or a knowing violation of law, (c) pursuant to Section 174 of the
General Corporation Law of Delaware or (d) for any transaction from which the
director derived any improper personal benefit. Any repeal or modification of
this Article Tenth by the stockholders of the corporation shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is her act and deed and that the facts stated
therein are true.

/s/ Karin M. Wentz
----------------------------
Karin M. Wentz
Incorporator

EXHIBIT 3.98

BYLAWS
OF
NRG SAGUARO OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

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by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Saguaro Operations Inc.             Bylaws                            Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Saguaro Operations Inc.             Bylaws                            Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Saguaro Operations Inc.             Bylaws                            Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Saguaro Operations Inc.             Bylaws                            Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Saguaro Operations Inc.             Bylaws                            Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Saguaro Operations Inc.             Bylaws                            Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefore has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Saguaro Operations Inc.             Bylaws                            Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Saguaro Operations Inc.             Bylaws                           Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.99

CERTIFICATE OF INCORPORATION
OF
NRG SOUTH CENTRAL AFFILIATE SERVICES INC.

FIRST. The name of the corporation is NRG South Central Affiliate
Services Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is James J.
Bender, 901 Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Tenth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is her act and deed and that the facts stated
therein are true.

/s/ James J. Bender
----------------------------
James J. Bender
Incorporator

EXHIBIT 3.100

BYLAWS
OF
NRG SOUTH CENTRAL AFFILIATE SERVICES INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for
any purpose or purposes may be called at any time by the Board of Directors, or
by a committee of the Board of Directors which has been duly designated by the
Board of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG South Central Affiliate Services Inc.       Bylaws                    Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence
of such designation by a chairman chosen at the meeting. The Secretary shall
act as secretary of the meeting, but in his or her absence the chairman of the
meeting may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall
be voted or acted upon after three years from its date, unless the proxy
provides for a longer period. A duly executed proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is coupled with
an interest sufficient in law to support an irrevocable power. A stockholder
may revoke any proxy which is not irrevocable by attending the meeting and
voting in person or by filing an instrument in writing revoking the proxy or
another duly executed proxy bearing a later date with the Secretary of the
corporation. Voting at meetings of stockholders need not be by written ballot
and need not be conducted by inspectors of election unless so determined by the
holders of shares of stock having a majority of the votes which could be cast
by the holders of all outstanding shares of stock entitled to vote thereon
which are present in person or by proxy at such meeting. At all meetings of
stockholders for the election of directors, a plurality of the votes cast shall
be sufficient to elect. All other elections and questions shall, unless
otherwise provided by law, the certificate of incorporation or these bylaws, be
decided by the vote of the holders of shares of stock having a majority of the
votes which could be cast by the holders of all shares of stock

NRG South Central Affiliate Services Inc.       Bylaws                    Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG South Central Affiliate Services Inc.       Bylaws                    Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG South Central Affiliate Services Inc.       Bylaws                    Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum: Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG South Central Affiliate Services Inc.       Bylaws                    Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

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contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG South Central Affiliate Services Inc.       Bylaws                    Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefore has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG South Central Affiliate Services Inc.       Bylaws                    Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

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Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.101

CERTIFICATE OF INCORPORATION
OF
NRG SOUTH CENTRAL OPERATIONS INC.

FIRST. The name of the corporation is NRG South Central Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Craig A.
Mataczynski; 901 Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability.(a) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional

misconduct or a knowing violation of law, (c) pursuant to Section 174 of the
General Corporation Law of Delaware or (d) for any transaction from which the
director derived any improper personal benefit. Any repeal or modification of
this Article Tenth by the stockholders of the corporation shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is her act and deed and that the facts stated
therein are true.

/s/ Craig A. Mataczynski
----------------------------
Craig A. Mataczynski
Incorporator

EXHIBIT 3.102

BYLAWS
OF
NRG SOUTH CENTRAL OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG South Central Operations Inc.         Bylaws                          Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG South Central Operations Inc.         Bylaws                          Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG South Central Operations Inc.         Bylaws                          Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number: Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation: Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG South Central Operations Inc.         Bylaws                          Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG South Central Operations Inc.         Bylaws                          Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG South Central Operations Inc.         Bylaws                          Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG South Central Operations Inc.         Bylaws                          Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefore has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG South Central Operations Inc.         Bylaws                          Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG South Central Operations Inc.         Bylaws                         Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.103

CERTIFICATE OF INCORPORATION
OF
NRG WEST COAST INC.

FIRST. The name of the corporation is NRG West Coast Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Michael J.
Young, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.
/s/ Michael J. Young
--------------------------------
Michael J. Young
Incorporator

CERTIFICATE OF OWNERSHIP AND MERGER
OF
NRG EL SEGUNDO INC.
WITH AND INTO
NRG WEST COAST INC.

Pursuant to Section 253 of the General
Corporation Law of the State of Delaware

NRG West Coast Inc., a Delaware corporation (the "Company"), hereby
certifies as follows:

1.       The Company is incorporated pursuant to the General
Corporation Law of the State of Delaware.

2.       The Company owns all of the outstanding shares of stock of NRG
El Segundo Inc., a Delaware corporation ("El Segundo").

3.       The Company hereby merges El Segundo with and into the
Company.

4.       The Board of Directors of the Company, by unanimous written
consent dated June 25, 1999, duly adopted resolutions (a true
copy of which is attached hereto as Exhibit A) authorizing the
merger of El Segundo with and into the Company. Such
resolutions have not been modified or rescinded and are in
full force and effect on the date hereof.

IN WITNESS WHEREOF, the Company has caused this Certificate of
Ownership and Merger to be executed in its corporate name this 29th day of June,
1999.

NRG WEST COAST INC.

/s/ Craig A. Mataczynski
--------------------------------
Name: Craig A. Mataczynski
Title: President

EXHIBIT A

UNANIMOUS WRITTEN CONSENT RESOLUTION
OF THE BOARD OF DIRECTORS OF
NRG WEST COAST INC.

The undersigned, being all of the members of the Board of Directors of
NRG West Coast Inc., a Delaware corporation (the "Company"), do hereby take the
following action by unanimous written consent, effective as of June 25, 1999:

RESOLVED, that NRG Energy, Inc., the Company's parent company, is
undertaking a restructuring of certain of its assets and has applied for
permission from the Federal Energy Regulatory Commission ("FERC") to effect the
same; and further

RESOLVED, that upon receipt of the approval of the FERC, NRG Energy,
Inc. will transfer to the Company all of the outstanding capital stock of each
of NRG Cabrillo I Inc. ("Cabrillo I"), NRG Cabrillo II Inc. ("Cabrillo II"), NRG
Long Beach Inc. ("Long Beach") and NRG El Segundo Inc. ("El Segundo") and such
transfers are hereby approved; and further

RESOLVED, that after such transfers each of Cabrillo I, Cabrillo II,
Long Beach and El Segundo be merged with and into the Company, the Company shall
remain as the surviving company and the separate existence of each of Cabrillo
I, Cabrillo II, Long Beach and E1 Segundo shall cease (the "Mergers"); and
further

RESOLVED, that the appropriate officers of the Company be, and each of
them hereby is, authorized and directed, on behalf of and in the name of the
Company, to take all such further actions, including, but not limited to, the
preparation, execution, acknowledgment, delivery and filing of such further
agreements, documents and certificates, and making all such payments, including
fees and expenses, as in the judgement of such officer or officers shall be
necessary, desirable or appropriate to carry out and effectuate the intent of
the foregoing resolutions; and further

RESOLVED, that all actions heretofore taken by any officer or director
of the Company in connection with the foregoing resolutions are hereby ratified,
confirmed and approved in all respects as the acts and deeds of the Company.

RESOLVED FURTHER, that any acts or instruments of the kind mentioned in
this resolution heretofore done or executed by officers of the Company on behalf
of the Company are hereby adopted, ratified and confirmed in all respects.

/s/ Stanley M. Marks                            /s/ Craig A. Mataczynski
----------------------------                    ----------------------------
Stanley M. Marks                                Craig A. Mataczynski

/s/ David H. Peterson
----------------------------
David H. Peterson

CERTIFICATE OF OWNERSHIP AND MERGER
OF
NRG LONG BEACH INC.
WITH AND INTO
NRG WEST COAST INC.

Pursuant to Section 253 of the General
Corporation Law of the State of Delaware

NRG West Coast Inc., a Delaware corporation (the "Company"), hereby
certifies as follows;

1.       The Company is incorporated pursuant to the General
Corporation Law of the State of Delaware.

2.       The Company owns all of the outstanding shares of stock of NRG
Long Beach Inc., a Delaware corporation ("Long Beach").

3.       The Company hereby merges Long Beach with and into the
Company.

4.       The Board of Directors of the Company, by unanimous written
consent dated June 25, 1999, duly adopted resolutions (a true
copy of which is attached hereto as Exhibit A) authorizing the
merger of Long Beach with and into the Company. Such
resolutions have not been modified or rescinded and are in
full force and effect on the date hereof.

IN WITNESS WHEREOF, the Company has caused this Certificate of
Ownership and Merger to be executed in its corporate name this 29th day of June,
1999.

NRG WEST COAST INC.

By: /s/ Craig A. Mataczynski
--------------------------------
Name: Craig A. Mataczynski
Title: President

EXHIBIT A

UNANIMOUS WRITTEN CONSENT RESOLUTION
OF THE BOARD OF DIRECTORS OF
NRG WEST COAST INC.

The undersigned, being all of the members of the Board of Directors of
NRG West Coast Inc., a Delaware corporation (the "Company"), do hereby take the
following action by unanimous written consent, effective as of June 25, 1999:

RESOLVED, that NRG Energy, Inc., the Company's parent company, is
undertaking a restructuring of certain of its assets and has applied for
permission from the Federal Energy Regulatory Commission ("FERC") to effect the
same; and further

RESOLVED, that upon receipt of the approval of the FERC, NRG Energy,
Inc. will transfer to the Company all of the outstanding capital stock of each
of NRG Cabrillo I Inc. ("Cabrillo I"), NRG Cabrillo II Inc. ("Cabrillo II), NRG
Long Beach Inc. ("Long Beach") and NRG El Segundo Inc. ("El Segundo") and such
transfers are hereby approved; and further

RESOLVED, that after such transfers each of Cabrillo I, Cabrillo II,
Long Beach and El Segundo be merged with and into the Company, the Company shall
remain as the surviving company and the separate existence of each of Cabrillo
I, Cabrillo II, Long Beach and El Segundo shall cease (the "Mergers"); and
further

RESOLVED, that the appropriate officers of the Company be, and each of
them hereby is, authorized and directed, on behalf of and in the name of the
Company, to take all such further actions, including, but not limited to, the
preparation, execution, acknowledgment, delivery and filing of such further
agreements, documents and certificates, and making all such payments, including
fees and expenses, as in the judgement of such officer or officers shall be
necessary, desirable or appropriate to carry out and effectuate the intent of 
the foregoing resolutions; and further

RESOLVED, that all actions heretofore taken by any officer or director
of the Company in connection with the foregoing resolutions are hereby ratified,
confirmed and approved in all respects as me acts and deeds of the Company.

RESOLVED FURTHER, that any acts or instruments of the kind mentioned in
this resolution heretofore done or executed by officers of the Company on behalf
of the Company are hereby adopted, ratified and confirmed in all respects.

/s/ Stanley M. Marks                            /s/ Craig A. Mataczynski
---------------------------                     ------------------------------
Stanley M. Marks                                Craig A. Mataczynski

/s/ David H. Peterson
--------------------------
David H. Peterson

CERTIFICATE OF OWNERSHIP AND MERGER
OF
NRG CABRILLO I INC.
WITH AND INTO
NRG WEST COAST INC.

Pursuant to Section 253 of the General
Corporation Law of the State of Delaware

NRG West Coast Inc., a Delaware corporation (the "Company"), hereby
certifies as follows:

1.       The Company is incorporated pursuant to the General
Corporation Law of the State of Delaware.

2.       The Company owns all of the outstanding shares of stock of NRG
Cabrillo I Inc., a Delaware corporation ("Cabrillo I").

3.       The Company hereby merges Cabrillo I with and into the
Company.

4.       The Board of Directors of the Company, by unanimous written
consent dated June 25, 1999, duly adopted resolutions (a true
copy of which is attached hereto as Exhibit A) authorizing the
merger of Cabrillo I with and into the Company. Such
resolutions have not been modified or rescinded and are in
full force and effect on the date hereof.

IN WITNESS WHEREOF, the Company has caused this Certificate of
Ownership and Merger to be executed in its corporate name this 28th day of June,
1999.

NRG WEST COAST, INC.

By: /s/ Craig A. Mataczynski
--------------------------------
Name:  Craig A. Mataczynski
Title: President

EXHIBIT A

UNANIMOUS WRITTEN CONSENT RESOLUTION
OF THE BOARD OF DIRECTORS OF
NRG WEST COAST INC.

The undersigned, being all of the members of the Board of Directors of
NRG West Coast Inc., a Delaware corporation (the "Company"), do hereby take the
following action by unanimous written consent, effective as of June 25, 1999:

RESOLVED, that NRG Energy, Inc., the Company's parent company, is
undertaking a restructuring of certain of its assets and has applied for
permission from the Federal Energy Regulatory Commission ("FERC") to effect the
same; and further

RESOLVED, that upon receipt of the approval of the FERC, NRG Energy,
Inc. will transfer to the Company all of the outstanding capital stock of each
of NRG Cabrillo I Inc. ("Cabrillo I"), NRG Cabrillo II Inc. ("Cabrillo II"), NRG
Long Beach Inc. ("Long Beach") and NRG El Segundo Inc. ("El Segundo") and such
transfers are hereby approved; and further

RESOLVED, that after such transfers each of Cabrillo I, Cabrillo II,
Long Beach and El Segundo be merged with and into the Company, the Company
shall remain as the surviving company and the separate existence of each of
Cabrillo I, Cabrillo II, Long Beach and El Segundo shall cease (the "Mergers");
and further

RESOLVED, that the appropriate officers of the Company be, and each of
them hereby is, authorized and directed, on behalf of and in the name of the
Company, to take all such further actions, including, but not limited to, the
preparation, execution, acknowledgment, delivery and filing of such further
agreements, documents and certificates, and making all such payments, including
fees and expenses, as in the judgement of such officer or officers shall be
necessary, desirable or appropriate to carry out and effectuate the intent of
the foregoing resolutions; and further

RESOLVED, that all actions heretofore taken by any officer or director
of the Company in connection with the foregoing resolutions are hereby ratified,
confirmed and approved in all respects as the acts and deeds of the Company.

RESOLVED FURTHER, that any acts or instruments of the kind mentioned in
this resolution heretofore done or executed by officers of the Company on behalf
of the Company are hereby adopted, ratified and confirmed in all respects.

/s/ Stanley M. Marks                            /s/ Craig A. Mataczynski
--------------------------                      --------------------------------
Stanley M. Marks                                Craig A. Mataczynski

/s/ David H. Peterson
--------------------------
David H. Peterson

CERTIFICATE OF OWNERSHIP AND MERGER
OF
NRG CABRILLO II INC.
WITH AND INTO
NRG WEST COAST INC.

Pursuant to Section 253 of the General
Corporation Law of the State of Delaware

NRG West Coast Inc., a Delaware corporation (the "Company"), hereby
certifies as follows:

1.       The Company is incorporated pursuant to the General
Corporation Law of the State of Delaware.

2.       The Company owns all of the outstanding shares of stock of NRG
Cabrillo II Inc., a Delaware corporation ("Cabrillo II").

3.       The Company hereby merges Cabrillo II with and into the
Company.

4.       The Board of Directors of the Company, by unanimous written
consent dated June 25, 1999, duly adopted resolutions (a true
copy of which is attached hereto as Exhibit A) authorizing the
merger of Cabrillo II with and into the Company. Such
resolutions have not been modified or rescinded and are in
full force and effect on the date hereof.

IN WITNESS WHEREOF, the Company has caused this Certificate of
Ownership and Merger to be executed in its corporate name this 28th day of June,
1999.

NRG WEST COAST, INC.

By: /s/ Craig A. Mataczynski
----------------------------
Name:  Craig A. Mataczynski
Title: President

EXHIBIT A

UNANIMOUS WRITTEN CONSENT RESOLUTION
OF THE BOARD OF DIRECTORS OF
NRG WEST COAST INC.

The undersigned, being all of the members of the Board of Directors of
NRG West Coast Inc., a Delaware corporation (the "Company"), do hereby take the
following action by unanimous written consent, effective as of June 25, 1999:

RESOLVED, that NRG Energy, Inc., the Company's parent company, is
undertaking a restructuring of certain of its assets and has applied for
permission from the Federal Energy Regulatory Commission ("FERC") to effect the
same; and further

RESOLVED, that upon receipt of the approval of the FERC, NRG Energy,
Inc. will transfer to the Company all of the outstanding capital stock of each
of NRG Cabrillo I Inc. ("Cabrillo I"), NRG Cabrillo II Inc. ("Cabrillo II), NRG
Long Beach Inc. ("Long Beach") and NRG El Segundo Inc. ("El Segundo") and such
transfers are hereby approved; and further

RESOLVED, that after such transfers each of Cabrillo I, Cabrillo II,
Long Beach and E1 Segundo be merged with and into the Company, the Company shall
remain as the surviving company and the separate existence of each of Cabrillo
I, Cabrillo II, Long Beach and El Segundo shall cease (the "Mergers"); and
further

RESOLVED, that the appropriate officers of the Company be, and each of
them hereby is, authorized and directed, on behalf of and in the name of the
Company, to take all such further actions, including, but not limited to, the
preparation, execution, acknowledgment, delivery and filing of such further
agreements, documents and certificates, and making all such payments, including
fees and expenses, as in the judgement of such officer or officers shall be
necessary, desirable or appropriate to carry out and effectuate the intent of
the foregoing resolutions; and further

RESOLVED, that all actions heretofore taken by any officer or director
of the Company in connection with the foregoing resolutions are hereby ratified,
confirmed and approved in all respects as the acts and deeds of the Company.

RESOLVED FURTHER, that any acts or instruments of the kind mentioned in
this resolution heretofore done or executed by officers of the Company on behalf
of the Company are hereby adopted, ratified and confirmed in all respects.

/s/ Stanley M. Marks                            /s/ Craig A. Mataczynski
--------------------------------                --------------------------------
Stanley M. Marks                                Craig A. Mataczynski

/s/ David H. Peterson
--------------------------------
David H. Peterson

CERTIFICATE OF FORMATION
OF
NRG WEST COAST LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NRG West
Coast LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Timothy W. O'Brien, NRG Energy, Inc., 901
Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG West Coast LLC this 31st day of December 2002.

/s/ Timothy W. O'Brien
--------------------------------
Timothy W. O'Brien
Authorized Person

CERTIFICATE OF CONVERSION
FROM A CORPORATION TO A LIMITED LIABILITY COMPANY
PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL
CORPORATION LAW

1.       The name of the corporation is NRG West Coast Inc.

2.       The date on which the original Certificate of Incorporation
was filed with the Secretary of State is June 2, 1999.

3.       The name of the limited liability company into which the
corporation is herein being converted is NRG West Coast LLC.

4.       The conversion has been approved in accordance with the
provisions of Section 266.

By: /s/ David Lloyd
----------------------------
David Lloyd
Secretary

EXHIBIT 3.104

LIMITED LIABILITY COMPANY AGREEMENT
OF
NRG WEST COAST LLC

(A DELAWARE LIMITED LIABILITY COMPANY)

This LIMITED LIABILITY COMPANY AGREEMENT of NRG West Coast LLC, dated
as of December 31, 2002, is hereby adopted, executed and agreed to by its sole
Member (as defined below).

1.       FORMATION. NRG West Coast LLC (the "Company") was formed on
December 31, 2002, as a Delaware limited liability company under and pursuant to
the Delaware Limited Liability Company Act, as amended (the "Act").

2.       TERM. The Company shall have a perpetual existence.

3.       MEMBER. NRG Energy, Inc., a Delaware corporation, is the sole
member of the Company (such member or its successors, the "Member").

4.       ALLOCATION OF PROFITS AND LOSSES. The Member shall be
allocated 100% of all profits, losses, gains, deductions and credits with
respect to the operations of the Company.

5.       PURPOSES. The purpose of the Company is to carry on any lawful
business, purpose or activity for which a limited liability company may be
formed under the Act. The Company shall have all of the powers to conduct such
business as permitted under the Act.

6.       CONTRIBUTIONS. The Member's initial capital contribution is
set forth on Exhibit A. Without creating any rights in favor of any third party,
the Member may, from time to time, make additional contributions of cash or
property to the capital of the Company, but shall have no obligation to do so.

7.       DISTRIBUTIONS. The Member shall be entitled (a) to receive all
distributions (including, without limitation, liquidating distributions) made by
the Company and (b) to enjoy all other rights, benefits and interests in the
Company.

8.       MANAGEMENT. The management of the Company is fully reserved to
the Member, and the Company shall not have "managers" as that term is used in
the Act. The powers of the Company shall be exercised by or under the authority
of, and the business and affairs of the Company shall be managed under the
direction of, the Member, who shall make all decisions and take all actions for
the Company. The Member may from time to time delegate to one or more persons
such authority as the Member may deem advisable and may elect one or more
persons as president, vice presidents, secretary, assistant secretary,
treasurer, assistant treasurer or any other title of an officer of the Company
as determined by the Member to act on behalf of the Company with respect to any
matter or matters delegated

to such person by the Member. The Member may, at any time, rescind any such
delegation and remove any person from an office to which such person was elected
by the Member. No officer need be a resident of the State of Delaware. Unless
the Member decides otherwise, the Company may have the following officers:

a.       PRESIDENT. The President shall have the active,
executive management of the operations of the
Company, subject however to the control of the
Member. The President shall, in general, perform all
duties incident to the office of president and such
other duties as from time to time may be assigned to
him or her by the Member.

b.       VICE PRESIDENT. Vice Presidents shall have such
powers and perform such duties as the Member may from
time to time prescribe or as the President may from
time to time delegate to him or her. At the request
of the President, one or more Vice Presidents may
temporarily act in place of the President. In case of
the death, absence or inability to act of the
President, the Member may designate one or more Vice
Presidents to perform the duties of the President.

c.       TREASURER. The Treasurer shall be the principal
financial officer of the Company; shall have charge
and custody of an be responsible for all funds of the
Company and deposit all such funds in the name of the
Company in such banks, trust companies or other
depositories as shall be selected by the Member;
shall receive and give receipts for moneys due and
payable to the Company from any source; and, in
general, shall perform all the duties incident to the
office of treasurer and such other duties as from
time to time may be assigned by the Member or by the
President. The Treasurer shall render to the
President and the Member, whenever the same shall be
required, an account of all transactions accomplished
as treasurer and of the financial condition of the
Company.

d.       SECRETARY. The Secretary shall keep or cause to be
kept the minutes of any Company meetings; shall see
that all notices are duly given in accordance with
the provisions of applicable law; shall be custodian
of the records; and, in general, shall perform all
duties incident to the office of the secretary and
such other duties as may from time to time be
assigned by the Member or by the President.

e.       ASSISTANT SECRETARIES. Assistant Secretaries shall
have such powers and perform such duties as the
Member may from time to time prescribe or as the
Secretary may from time to time delegate to him or
her. At the request of the Member or the Secretary,
one or more Assistant Secretaries may temporarily act
in place of the Secretary. In the case of the death,
absence or inability to act of the Secretary, the
Member may designate one or more Assistant
Secretaries to perform the duties of the Secretary.

2

9.       TAX MATTERS. The Member intends that the Company be treated as
a "partnership" for tax purposes during all periods during which more than one
person or entity owns an interest in the Company for federal income tax
purposes, and as a disregarded entity for tax purposes during all periods during
which only one person or entity owns an interest in the Company for federal
income tax purposes. The Company and the Member shall comply with all
requirements of the Internal Revenue Code of 1986, as amended, with respect to
the Company.

10.      TRANSFERS. The Member may freely transfer all or any part of
its membership interest in the Company at any time, and any such transferee
shall become an additional or substituted Member of the Company, as applicable,
with full rights of a Member as set forth herein and in the Act.

11.      DISSOLUTION. The Company shall dissolve and its affairs shall
be wound up at such time, if any, as the Member may elect or as may be required
under the Act. No other event will cause the Company to dissolve.

12.      GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS
CONFLICT OF LAWS RULES).

IN WITNESS WHEREOF, the Member has executed this Agreement as of the
date first above written.

NRG ENERGY, INC.

/s/ Scott J. Davido
--------------------------------------------
By:  Scott J. Davido
Its: Senior Vice President & General Counsel

3

EXHIBIT A

MEMBER:  NRG ENERGY, INC.

CAPITAL CONTRIBUTION           NUMBER OF UNITS     % OWNERSHIP
------------------------------------------------------------------

$1,000.00                          1,000                100%

EXHIBIT 3.105

CERTIFICATE OF INCORPORATION
OF
NRG WESTERN AFFILIATE SERVICES INC.

FIRST. The name of the corporation is NRG Western Affiliate Services
Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Michael J.
Young, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Election of directors need not be written by ballot except and
to extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Incorporator

EXHIBIT 3.106

BYLAWS
OF
NRG WESTERN AFFILIATE SERVICES INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

NRG Western Affiliate Services Inc.         Bylaws                        Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

NRG Western Affiliate Services Inc.         Bylaws                        Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

NRG Western Affiliate Services Inc.         Bylaws                        Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

NRG Western Affiliate Services Inc.         Bylaws                        Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

NRG Western Affiliate Services Inc.         Bylaws                        Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

NRG Western Affiliate Services Inc.         Bylaws                        Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

NRG Western Affiliate Services Inc.         Bylaws                        Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

NRG Western Affiliate Services Inc.         Bylaws                        Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
fore going provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

NRG Western Affiliate Services Inc.         Bylaws                       Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.107

CERTIFICATE OF INCORPORATION
OF
SOMERSET OPERATIONS INC.

FIRST, The name of the corporation is Somerset Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporates is John L.
Seymour, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its

stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) pursuant to Section
174 of the General Corporation Law of Delaware or (d) for any transaction from
which the director derived any improper personal benefit. Any repeal or
modification of this Article Ninth by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

/s/ John L. Seymour
--------------------------------
John L. Seymour
Incorporator

EXHIBIT 3.108

BYLAWS
OF
SOMERSET OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

Somerset Operations Inc.               Bylaws                             Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

Somerset Operations Inc.               Bylaws                             Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

Somerset Operations Inc.               Bylaws                             Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

Somerset Operations Inc.               Bylaws                             Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

Somerset Operations Inc.             Bylaws                               Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

Somerset Operations Inc.             Bylaws                               Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost. Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

Somerset Operations Inc.             Bylaws                               Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

Somerset Operations Inc.             Bylaws                               Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

Somerset Operations Inc.             Bylaws                              Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

EXHIBIT 3.109

CERTIFICATE OF FORMATION
OF
SOUTH CENTRAL GENERATION HOLDING LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is South
Central Generation Holding LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of South Central Generation Holding LLC this 12th day of January,
2000.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Authorized Person

Exhibit 3.110

AMENDMENT TO THE
LIMITED LIABILITY COMPANY AGREEMENT OF
SOUTH CENTRAL GENERATION HOLDING LLC
A DELAWARE LIMITED LIABILITY COMPANY

THIS AMENDMENT (the "Amendment") to the Limited Liability Company
Agreement of South Central Generation Holding LLC, a Delaware limited liability
company (the "Company"), dated as of November 15, 2002 (the "Effective Date"),
is adopted, executed and agreed to by the undersigned, NRG Energy, Inc., a
Delaware corporation and the sole member of the Company (the "Member"), and
Deborah J. Gears, the Independent Member of the Company (the "Independent
Member").

WHEREAS, the Member has entered into a Limited Liability Company
Agreement dated as of January 12, 2000 in respect of the Company, which provides
that the unanimous consent of the Members and at least one Independent Member
shall be required to take certain actions; and

WHEREAS, the Member and the Independent Member deem it to be advisable
and in the best interests of the Company to amend the provision in the Limited
Liability Company Agreement requiring the unanimous consent of the Members and
the Independent Member and certain other provisions referencing such Independent
Member.

NOW THEREFORE, in consideration of the foregoing, the Member and the
Independent Member hereby amend the Limited Liability Company Agreement as
follows:

(1) Section 3.08 is hereby amended and restated in its
entirety to read as follows:

"WITHDRAWAL. A Member may not withdraw or resign from the
Company; provided, however, that the Independent Member may resign at
any time, and such resignation shall become effective upon acceptance
by the Company."

(2) Section 6.05 is hereby deleted in its entirety and is
replaced by the words "Intentionally Omitted."

Except as expressly amended hereby, all of the terms and provisions of
the Limited Liability Company Agreement are and shall remain in full force and
effect.

IN WITNESS WHEREOF, the Member and the Independent Member hereto have
caused this Amendment to be duly executed as of the date first above written.

NRG ENERGY, INC.

By: /s/ Richard C. Kelly
--------------------------------
Name: Richard C. Kelly
Its: President and Chief Operating Officer

By:_______________________________
Name: Deborah J. Gears
Independent Member

IN WITNESS WHEREOF, the Member and the Independent Member hereto have
caused this Amendment to be duly executed as of the date first above written.

NRG ENERGY, INC.

By:_______________________________
Name: Richard C. Kelly
Its: President and Chief Operating Officer

By: /s/ Deborah J. Gears
--------------------------------
Name: Deborah J. Gears
Independent Member

LIMITED LIABILITY COMPANY AGREEMENT
OF
SOUTH CENTRAL GENERATION HOLDING LLC
A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF NRG SOUTH CENTRAL
GENERATION HOLDING LLC (this "Agreement"), dated as of January 12, 2000 (the
"Effective Date "), is adopted, executed and agreed to, for good and valuable
consideration, by the Members (as defined below).

RECITALS

1.       NRG Energy, Inc., a Delaware corporation ( "NRG"), has agreed
to become the Sole Member of the Company (as defined below), which was formed
for the purpose of acquiring an ownership interest in NRG South Central
Generating LLC, a Delaware limited liability company ("South Central").

2.       NRG desires to enter into this Agreement to agree upon various
matters relating to the Company.

ARTICLE 1
DEFINITIONS

1.01     DEFINITIONS. As used in this Agreement, the following terms
have the respective meanings set forth below or set forth in the Sections
referred to below:

ACT - the Delaware Limited Liability Company Act.

AFFECTED MEMBER - Section 9.01.

AFFILIATE - with respect to any Person, (a) each entity that
such Person Controls; (b) each Person that Controls such Person,
including, in the case of a Member, such Member's Parent; and (c) each
entity that is under common Control with such Person, including, in the
case of a Member, each entity that is Controlled by such Member's
Parent.

AGREEMENT - introductory paragraph.

ALTERNATE REPRESENTATIVE - Section 6.02(a)(i).

ASSIGNEE - any Person that acquires a Membership Interest or
any portion thereof through a Disposition; provided, however, that, an
Assignee shall have no right to be admitted to the Company as a Member
except in accordance with Section 3.03(b)(iii).

BANKRUPTCY OR BANKRUPT - with respect to any Person, that (a)
such Person (i) makes a general assignment for the benefit of
creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes
the subject of an order for relief or is declared insolvent in any
federal or state bankruptcy or insolvency proceedings; (iv) files a
petition or answer seeking for such Person a reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or
similar

relief under any Law; (v) files an answer or other pleading admitting
or failing to contest the material allegations of a petition filed
against such Person in a proceeding of the type described in subclauses
(i) through (iv) of this clause (a); or (vi) seeks, consents to, or
acquiesces in the appointment of a trustee, receiver, or liquidator of
such Person or of all or any substantial part of such Person's
properties; or (b) against such Person, a proceeding seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any Law has been commenced and 60
Days have expired without dismissal thereof or with respect to which,
without such Person's consent or acquiescence, a trustee, receiver, or
liquidator of such Person or of all or any substantial part of such
Person's properties has been appointed and 60 Days have expired without
the appointment's having been vacated or stayed, or 60 Days have
expired after the date of expiration of a stay, if the appointment has
not previously been vacated.

BUSINESS DAY - any day other than a Saturday, a Sunday, or a
holiday on which national banking associations in Minnesota, Illinois
or New York are not open for business.

BUYOUT EVENT - Section 9.01.

CAPITAL ACCOUNT - the account to be maintained by the Company
for each Member in accordance with Section 4.06.

CAPITAL CONTRIBUTION - with respect to any Member, the amount
of money and the net agreed value of any property (other than money)
contributed to the Company by the Member. Any reference in this
Agreement to the Capital Contribution of a Member shall include a
Capital Contribution of its predecessors in interest.

CERTIFIED PUBLIC ACCOUNTANTS - a firm of independent public
accountants selected from time to time by the Management Committee.

CHANGE OF MEMBER CONTROL - with respect to any Member, an
event (such as a Disposition of voting securities) that causes such
Member to cease to be Controlled by such Member's Parent; provided,
however, that an event that causes any of such Member's Parents to be
Controlled by another Person shall not constitute a Change of Member
Control.

CLAIM - any and all judgments, claims, causes of action,
demands, lawsuits, suits, proceedings, Governmental investigations or
audits, losses, assessments, fines, penalties, administrative orders,
obligations, costs, expenses, liabilities and damages (whether actual,
consequential or punitive), including interest, penalties, reasonable
attorney's fees, disbursements and costs of investigations,
deficiencies, levies, duties and imposts.

CODE - the Internal Revenue Code of 1986, as amended.

COMPANY - South Central Generation Holding LLC, a Delaware
limited liability company.

CONFIDENTIAL INFORMATION - information and data (including all
copies thereof) that is furnished or submitted by any of the Members or
their Affiliates, whether oral (and if oral, reduced to writing and
marked "confidential" within 10 days of disclosure), written, or
electronic, on a confidential basis to the other Members or their
Affiliates in connection with

2

the Company, and any and all of the activities and studies performed
pursuant to this Agreement and the resulting information and data
obtained from those studies. Notwithstanding the foregoing, the term
"Confidential Information" shall not include any information that:

(a)      is in the public domain at the time of its disclosure
or thereafter (other than as a result of a disclosure directly or
indirectly by a Member or its Affiliates in contravention of this
Agreement);

(b)      as to any Member, was in the possession of such
Member or its Affiliates prior to the execution of this Agreement; or

(c)      is engineering information (for example, heat balance
and capital cost information) that has been independently acquired or
developed by a Member or its Affiliates without violating any of the
obligations of such Member or its Affiliates under this Agreement.

CONTROL - the possession, directly or indirectly of either of
the following:

(a)      (i) in the case of a corporation, more than 50% of
the outstanding voting securities thereof; (ii) in the case of a
limited liability company, partnership, limited partnership or venture,
the right to more than 50% of the distributions therefrom (including
liquidating distributions); (iii) in the case of a trust or estate,
including a business trust, more than 50% of the beneficial interest
therein; and (iv) in the case of any other entity, more than 50% of the
economic or beneficial interest therein; or

(b)      in the case of any entity, the power or authority,
through ownership of voting securities, by contract or otherwise, to
exercise a controlling influence over the management of the entity.

DAY - a calendar day; provided, however, that if any period of
Days referred to in this Agreement shall end on a Day that is not a
Business Day, then the expiration of such period shall be automatically
extended until the end of the first succeeding Business Day.

DEFAULT - the failure of a Member to comply in any material
respect with any of its material agreements, covenants or obligations
under this Agreement; the failure of any representation or warranty
made by a Member in this Agreement to have been true and correct in all
material respects at the time it was made; or the failure of a Member,
without justified cause, to take any action materially necessary for
the progress of the business of South Central consistent with or
required by the terms of this Agreement (including participating in
meetings or decisions).

DEFAULT RATE - a rate per annum equal to the lesser of (a) a
varying rate per annum equal to the sum of (i) the prime rate as
published in The Wall Street Journal, with adjustments in that varying
rate to be made on the same date as any change in that rate is so
published, plus (ii) 3% per annum, and (b) the maximum rate permitted
by Law.

DELAWARE CERTIFICATE - Section 2.01.

3

DISPOSE, DISPOSING OR DISPOSITION - with respect to any asset
(including a Membership Interest or any portion thereof), a sale,
assignment, transfer, conveyance, gift, exchange or other disposition
(other than the pledge or assignment to any creditor of the Company or
any collateral agent for such creditor, of any Membership Interest as
security for the indebtedness to such creditor) of such asset, whether
such disposition be voluntary, involuntary or by operation of Law,
including the following: (a) in the case of an asset owned by a natural
person, a transfer of such asset upon the death of its owner, whether
by will, intestate succession or otherwise; (b) in the case of an asset
owned by an entity, (i) a merger or consolidation of such entity (other
than where such entity is the survivor thereof), (ii) a conversion of
such entity into another type of entity, or (iii) a distribution of
such asset, including in connection with the dissolution, liquidation,
winding-up or termination of such entity (unless, in the case of
dissolution, such entity's business is continued without the
commencement of liquidation or winding-up); and (c) a disposition in
connection with, or in lieu of, a foreclosure of an Encumbrance; but
such terms shall not include the creation of an Encumbrance.

DISPUTE - Section 10.01.

DISPUTE NOTICE - Section 10.02.

DISPUTING MEMBER - Section 10.01.

DISSOLUTION EVENT - Section 11.01 (a).

EFFECTIVE DATE - introductory paragraph.

ENCUMBER, ENCUMBERING, OR ENCUMBRANCE - the creation of a
security interest, lien, pledge, mortgage or other encumbrance, whether
such encumbrance be voluntary, involuntary or by operation of Law;
provided, however, that the pledge or assignment to any creditor of the
Company or any collateral agent for such creditor, of any Membership
Interest as security for the indebtedness to such creditor shall not be
deemed to be an Encumbrance thereof.

FAIR MARKET VALUE - Section 9.03.

GOVERNMENTAL AUTHORITY (OR GOVERNMENTAL) - a federal, state,
local or foreign governmental authority; a state, province,
commonwealth, territory or district thereof; a county or parish; a
city, town, township, village or other municipality; a district, ward
or other subdivision of any of the foregoing; any executive,
legislative or other governing body of any of the foregoing; any
agency, authority, board, department, system, service, office,
commission, committee, council or other administrative body of any of
the foregoing; any court or other judicial body; and any officer,
official or other representative of any of the foregoing.

INCLUDING - including, without limitation.

INDEPENDENT MEMBER - means a natural person who is not an
officer, director, agent, employee or representative of the Company,
NRG, South Central, or any Affiliate of any of the foregoing.

4

LAW - any applicable constitutional provision, statute, act,
code (including the Code), law, regulation, rule, ordinance, order,
decree, ruling, proclamation, resolution, judgment, decision,
declaration, or interpretative or advisory opinion or letter of a
Governmental Authority having valid jurisdiction.

LENDING MEMBER - Section 4.03(a)(ii).

LOAN DOCUMENTS - any and all documents relating to money
borrowed by the Company or South Central including money borrowed
through public or private sales of its debt securities, as the same may
be amended or restated from time to time.

MANAGEMENT COMMITTEE - Section 6.02.

MEMBER - any Person executing this Agreement as of the date of
this Agreement as a member or hereafter admitted to the Company as a
member as provided in this Agreement, but such term does not include
any Person who has ceased to be a member in the Company.

MEMBERSHIP INTEREST - with respect to any Member, (a) that
Member's status as a Member; (b) that Member's share of the income,
gain, loss, deduction and credits of, and the right to receive
distributions from, the Company; (c) all other rights, benefits and
privileges enjoyed by that Member (under the Act, this Agreement, or
otherwise) in its capacity as a Member, including that Member's rights
to vote, consent and approve and otherwise to participate in the
management of the Company, including through the Management Committee;
and (d) all obligations, duties and liabilities imposed on that Member
(under the Act, this Agreement or otherwise) in its capacity as a
Member, including any obligations to make Capital Contributions.

NON-CONTRIBUTING MEMBER - Section 4.03(a).

NRG - NRG Energy, Inc., a Delaware corporation.

OFFICER - any Person designated as an officer of the Company
as provided in Section 6.02(j), but such term does not include any
Person who has ceased to be an officer of the Company.

OUTSIDE ACTIVITIES - Section 6.04.

PARENT - if applicable to a Member, the company or companies
set forth opposite the name of such Member on Exhibit A.

PERMITS - all permits, licenses, approvals or other actions of
Governmental Authorities that are required for the ownership and
operation of the businesses of South Central, as contemplated by this
Agreement.

PERSON - the meaning assigned that term in Section 18-101(11)
of the Act and also includes a Governmental Authority and any other
entity.

5

PURCHASE PRICE - Section 9.03.

REPRESENTATIVE - Section 6.02(a)(i).

SECURITIES ACT - the Securities Act of 1933.

SHARING RATIO - subject in each case to adjustments in
accordance with this Agreement or in connection with Dispositions of
Membership Interests, (a) in the case of a Member executing this
Agreement as of the date of this Agreement or a Person acquiring such
Member's Membership Interest, the percentage specified for that Member
as its Sharing Ratio on Exhibit A, and (b) in the case of Membership
Interest issued pursuant to Section 3.04, the Sharing Ratio established
pursuant thereto; provided, however, that the total of all Sharing
Ratios shall always equal 100%.

SOLE DISCRETION - a Member's sole and absolute discretion,
with or without cause, and subject to whatever limitations or
qualifications the Member may impose.

TAX MATTERS MEMBER - Section 7.03(a).

TERM - Section 2.06.

TERMINATED MEMBER - Section 9.05.

TREASURY REGULATIONS - the regulations (including temporary
regulations) promulgated by the United States Department of the
Treasury pursuant to and in respect of provisions of the Code. All
references herein to sections of the Treasury Regulations shall include
any corresponding provision or provisions of succeeding, similar or
substitute, temporary or final Treasury Regulations.

UNIFORM COMMERCIAL CODE - means the Uniform Commercial Code as
in effect from time to time in the State of New York.

Other terms defined herein have the meanings so given them.

1.02     CONSTRUCTION. Unless the context requires otherwise: (a) the
gender (or lack of gender) of all words used in this Agreement includes the
masculine, feminine, and neuter; (b) references to Articles and Sections refer
to Articles and Sections of this Agreement; (c) references to Exhibits refer to
the Exhibits attached to this Agreement, each of which is made a part hereof for
all purposes; (d) references to Laws refer to such Laws as they may be amended
from time to time, and references to particular provisions of a Law include any
corresponding provisions of any succeeding Law; and (e) references to money
refer to legal currency of the United States of America.

ARTICLE 2
ORGANIZATION

2.01     FORMATION. The Company has been organized as a Delaware
limited liability company by the filing of a Certificate of Formation, dated as
of the Effective Date (the "Delaware Certificate"), with the Secretary of State
of Delaware pursuant to the Act.

6

2.02     NAME. The name of the Company is "South Central Generation
Holding LLC" and all Company business must be conducted in that name or such
other names that comply with Law as the Management Committee may select.

2.03     REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE IN THE
UNITED STATES; OTHER OFFICES. The registered office of the Company required by
the Act to be maintained in the State of Delaware shall be the office of the
initial registered agent named in the Delaware Certificate or such other office
(which need not be a place of business of the Company) as the Management
Committee may designate in the manner provided by Law. The registered agent of
the Company in the State of Delaware shall be the initial registered agent named
in the Delaware Certificate or such other Person or Persons as the Management
Committee may designate in the manner provided by Law. The principal office of
the Company in the United States shall be at such place as the Management
Committee may designate, which need not be in the State of Delaware, and the
Company shall maintain records there or such other place as the Management
Committee shall designate and shall keep the street address of such principal
office at the registered office of the Company in the State of Delaware. The
Company may have such other offices as the Management Committee may designate.

2.04     PURPOSES. The purposes of the Company are (i) to acquire a 50%
member interest in South Central; (ii) and to engage in any activities directly
or indirectly relating thereto, or to the business of any majority owned
subsidiaries of South Central including obtaining financing for and contributing
required capital to South Central for the foregoing purposes.

2.05     FOREIGN QUALIFICATION. Prior to the Company's conducting
business in any jurisdiction other than Delaware, the Management Committee shall
cause the Company to comply, to the extent procedures are available and those
matters are reasonably within the control of the Management Committee, with all
requirements necessary to qualify the Company as a foreign limited liability
company in that jurisdiction. At the request of the Management Committee, each
Member shall execute, acknowledge, swear to, and deliver all certificates and
other instruments conforming with this Agreement that are necessary or
appropriate to qualify, continue, and terminate the Company as a foreign limited
liability company in all such jurisdictions in which the Company may conduct
business.

2.06     TERM. The period of existence of the Company (the "Term")
commenced on the Effective Date and shall end at such time as a certificate of
cancellation is filed with the Secretary of State of Delaware in accordance with
Section 11.04. Such period may be extended from time to time by Members holding
a majority of the Membership Interests.

2.07     NO STATE-LAW PARTNERSHIP. The Members intend that the Company
not be a partnership (including a limited partnership) or joint venture, and
that no Member be a partner or joint venturer of any other Member, for any
purposes other than federal and state tax purposes, and this Agreement may not
be construed to suggest otherwise.

2.08     CERTIFICATES OF MEMBERSHIP INTEREST; APPLICABILITY OF ARTICLE
8 OF UCC. All Membership Interests shall be represented by certificates in such
form as the Management Committee shall from time to time approve, shall be
recorded in a register thereof maintained by the Company, and shall be subject
to such rules for the issuance thereof as the Management Committee may from time
to time determine. Membership Interests shall be subject to the provisions of
Article 8 of the Uniform Commercial Code as may be applicable from time to time.

7

ARTICLE 3
MEMBERSHIP; DISPOSITIONS OF INTERESTS

3.01     INITIAL MEMBERS. The initial Member of the Company is NRG,
which is admitted to the Company as a Member effective contemporaneously with
the execution by it of this Agreement.

3.02     REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Member hereby
represents, warrants and covenants to the Company and each other Member that the
following statements are true and correct as of the Effective Date and shall be
true and correct at all times that such Member is a Member:

(a)      that Member is duly incorporated, organized or formed
(as applicable), validly existing, and (if applicable) in good standing
under the Law of the jurisdiction of its incorporation, organization or
formation; if required by applicable Law, that Member is duly qualified
and in good standing in the jurisdiction of its principal place of
business, if different from its jurisdiction of incorporation,
organization or formation; and that Member has full power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder, and all necessary actions by the board of directors,
shareholders, members, partners, trustees, beneficiaries, or other
applicable Persons necessary for the due authorization, execution,
delivery, and performance of this Agreement by that Member have been
duly taken;

(b)      that Member has duly executed and delivered this
Agreement and the other documents contemplated herein, and they
constitute the legal, valid and binding obligation of that Member
enforceable against it in accordance with their terms (except as may be
limited by bankruptcy, insolvency or similar Laws of general
application and by the effect of general principles of equity,
regardless of whether considered at law or in equity); and

(c)      that Member's authorization, execution, delivery, and
performance of this Agreement does not and will not (i) conflict with,
or result in a breach, default or violation of, (A) the organizational
documents of such Member, (B) any contract or agreement to which that
Member is a party or is otherwise subject, or (C) any Law, order,
judgment, decree, writ, injunction or arbitral award to which that
Member is subject; or (ii) require any consent, approval or
authorization from, filing or registration with, or notice to, any
Governmental Authority or other Person, unless such requirement has
already been satisfied.

3.03     DISPOSITIONS AND ENCUMBRANCES OF MEMBERSHIP INTERESTS.

(a)      GENERAL RESTRICTION. A Member may not Dispose of or
Encumber all or any portion of its Membership Interest except in strict
accordance with this Section 3.03. (References in this Section 3.03 to
Dispositions or Encumbrances of a "Membership Interest" shall also
refer to Dispositions or Encumbrances of a portion of a Membership
Interest.) Any attempted Disposition or Encumbrance of a Membership
Interest, other than in strict accordance with this Section 3.03, shall
be, and is hereby declared, null and void ab initio. The Members agree
that a breach of the provisions of this Section 3.03 may cause
irreparable injury to the Company and to the other Members for which
monetary damages (or other remedy at law) are inadequate in view of (i)
the complexities and uncertainties in measuring the actual damages that
would be sustained by reason of the failure of a Member

8

to comply with such provision and (ii) the uniqueness of the Company
business and the relationship among the Members. Accordingly, the
Members agree that the provisions of this Section 3.03 may be enforced
by specific performance.

(b)      DISPOSITIONS OF MEMBERSHIP INTERESTS.

(i)      GENERAL RESTRICTION. A Member may not
Dispose of all or any portion of its Membership Interest
except by complying with all of the following requirements:

(A)      such Member must receive the
unanimous consent of the non-Disposing Members,
which consent shall not be unreasonably withheld by
each of such other Members; provided, however, that
such consent need not be obtained if (I) the proposed
Assignee is a Wholly-Owned Affiliate of the Disposing
Member and (II) such proposed Assignee demonstrates
to the reasonable satisfaction of the other Members
that it has the ability to meet the financial and
contractual commitments and other obligations of the
Disposing Member; and

(B)      such Member must comply with the
requirements of Section 3.03(b)(iii) and, if the
Assignee is to be admitted as a Member, Section
3.03(b)(ii).

(ii)     ADMISSION OF ASSIGNEE AS A MEMBER. An
Assignee has the right to be admitted to the Company as a
Member, with the Membership Interest (and attendant Sharing
Ratio) so transferred to such Assignee, only if (A) the
Disposing Member making the Disposition has granted the
Assignee either (I) the Disposing Member's entire Membership
Interest or (II) the express right to be so admitted; and (B)
such Disposition is effected in strict compliance with this
Section 3.03.

(iii)    REQUIREMENTS APPLICABLE TO ALL DISPOSITIONS
AND ADMISSIONS. In addition to the requirements set forth in
Sections 3.03(b)(i) and 3.03(b)(ii), any Disposition of a
Membership Interest and any admission of an Assignee as a
Member shall also be subject to the following requirements,
and such Disposition (and admission, if applicable) shall not
be effective unless such requirements are complied with;
provided, however, that the Management Committee, in its sole
and absolute discretion, may waive any of the following
requirements:

(A)      DISPOSITION DOCUMENTS. The
following documents must be delivered to the
Management Committee and must be satisfactory, in
form and substance, to the Management Committee:

(I)      DISPOSITION INSTRUMENT. A
copy of the instrument pursuant to which the
Disposition is effected.

(II)     RATIFICATION OF THIS
AGREEMENT. An instrument, executed by the
Disposing Member and its Assignee,
containing the following information and
agreements, to the extent they are not
contained in the instrument described in
Section

9

3.03(b)(iii)(A)(I): (1) the notice address
of the Assignee; (2) if applicable, the
Parent of the Assignee; (3) the Sharing
Ratios after the Disposition of the
Disposing Member and its Assignee (which
together must total the Sharing Ratio of the
Disposing Member before the Disposition);
(4) the Assignee's ratification of this
Agreement and agreement to be bound by it,
and its confirmation that the
representations and warranties in Section
3.02 are true and correct with respect to
it; (5) the Assignee's ratification of all
of the Company's Agreements and agreement by
be bound by them, to the same extent that
the Disposing Member was bound by them prior
to the Disposition; and (6) representations
and warranties by the Disposing Member and
its Assignee (aa) that the Disposition and
admission is being made in accordance with
all applicable Laws, and (bb) that the
matters set forth in Sections
3.03(b)(iii)(A)(III) and (IV) are true and
correct.

(III)    SECURITIES LAW OPINION.
Unless the Membership Interest subject to
the Disposition is registered under the
Securities Act and any applicable state
securities Law, or the proposed Assignee is
a Wholly-Owned Affiliate as described in
3.03(b)(i)(A) above, a favorable opinion of
the Company's legal counsel, or of other
legal counsel acceptable to the Management
Committee, to the effect that the
Disposition and admission is being made
pursuant to a valid exemption from
registration under those Laws and in
accordance with those Laws.

(IV)     TAX OPINION. A favorable
opinion of the Certified Public Accountants,
or of other certified public accountants
acceptable to the Management Committee, to
the effect that the Disposition would not
result in the Company's being considered to
have terminated within the meaning of Code
Section 708.

(B)      PAYMENT OF EXPENSES. The Disposing
Member and its Assignee shall pay, or reimburse the
Company for, all reasonable costs and expenses
incurred by the Company in connection with the
Disposition and admission, including the legal fees
incurred in connection with the legal opinions
referred to in Sections 3.03(b)(iii)(A)(III) and
(IV), on or before the tenth Day after the receipt by
that Person of the Company's invoice for the amount
due.

(C)      NO RELEASE. No Disposition of a
Membership Interest shall effect a release of the
Disposing Member from any liabilities to the Company
or the other Members arising from events occurring
prior to the Disposition.

(iv)     CHANGE OF MEMBER CONTROL. A Change of
Member Control must also comply with the requirements of this
Section 3.03.

10

(c)      ENCUMBRANCES OF MEMBERSHIP INTEREST. A Member may
Encumber its Membership Interest if (i) the instrument creating such
Encumbrance provides that any foreclosure of such Encumbrance (or
Disposition in lieu of such foreclosure) must comply with the
requirements of Section 3.03(b), and (ii) any such Encumbrance is not
prohibited by the Loan Documents.

(d)      RIGHT OF FIRST REFUSAL. Except as otherwise expressly
permitted by this Agreement, this Section 3.03(d) shall apply to any
proposed voluntary Disposition of a Membership Interest to any
purchaser (other than a majority owned Affiliate of the disposing
party) for consideration in the form of cash or promissory notes or
other obligations to pay sums certain. The Member proposing to make
such a Distribution shall provide written notice (a "Disposition
Notice") to the remaining Members at least 90 days prior to the
proposed Disposition. The Disposition Notice must set forth the
identity of the proposed transferee, the sale price, and all other
material terms and conditions of the proposed Disposition. In the Case
of a Change of member Control, the Disposition notice must set forth
the portion, if less than 100%, of the total purchase price that is
applicable to such Member's Membership Interest. Upon receipt of a
Disposition Notice, the remaining Members shall have the option for a
period of 30 days to purchase all, but not less than all, of such
Membership Interest. Such Membership Interest shall be allocated to the
Members exercising their option under this Section 3.03(d) pro rata in
accordance with their Membership Interests. The purchase pursuant to
the exercise of this option shall be at the price and pursuant to the
terms and conditions of the proposed Disposition. If no Member
exercises such option, the Member proposing such Disposition shall be
free, for a period of 60 days after the expiration of the remaining
Members' options, to Dispose of the Membership Interests that were the
subject of the Disposition Notice, but only to the party, and for the
price and on the terms and conditions, set forth in the Disposition
Notice. If the proposed disposition does not occur within 60 days after
the expiration of the remaining Members' options, the Membership
Interest may not be Disposed of pursuant to this Section 30.3(d) unless
the Member again complies with the terms of this Agreement.

(e)      RIGHTS IN MEMBERSHIP INTERESTS PLEDGED AS COLLATERAL.
Any other provision of this Agreement to the contrary notwithstanding,
by executing and delivering this Agreement, each Member shall be deemed
to have consented to (i) the pledge, assignment, hypothecation and
transfer to any creditor of the Company or South Central or its agents,
successors or assigns of, and the grant to such creditor or other
Person of a lien on and security interest in, as security for the
indebtedness of the Company or South Central to such creditor, all of
such Member's right, title and interest in, to and under its Membership
Interest and any other collateral securing such indebtedness, (ii) the
exercise by any such creditor or other Person of the rights and
remedies under any security document related to such collateral,
including, without limitation, the right to exercise the voting and
consensual rights and other powers of each Member to the extent
provided in any such security document, and the right to foreclose upon
or exercise a power of sale with respect to the Membership Interest of
each Member and any other collateral subject to such security documents
and to cause the agent or designee of such creditor or any third party
purchaser of such Membership Interest to become an additional or
substitute Member, and (iii) all other provisions of the loan and
security documents relating to such indebtedness or collateral, the
issuance of new or substituted Membership Interests, or the ownership
of Membership Interests.

11

3.04      CREATION OF ADDITIONAL MEMBERSHIP INTEREST. Additional
Membership Interests may be created and issued to existing Members or to other
Persons, and such other Persons may be admitted to the Company as Members, with
the unanimous consent of the existing Members, on such terms and conditions as
the existing Members may unanimously determine at the time of admission. The
terms of admission or issuance must specify the Sharing Ratios applicable
thereto and may provide for the creation of different classes or groups of
Members having different rights, powers, and duties. The Management Committee
may reflect the creation of any new class or group in an amendment to this
Agreement indicating the different rights, powers, and duties. Any such
admission is effective only after the new Member has executed and delivered to
the Members an instrument containing the notice address of the new Member, the
Assignee's ratification of this Agreement and agreement to be bound by it, and
its confirmation that the representations and warranties in Section 3.02 are
true and correct with respect to it. The provisions of this Section 3.04 shall
not apply to Dispositions of Membership Interests or admissions of Assignees in
connection therewith, such matters being governed by Section 3.03.

3.05      ACCESS TO INFORMATION. Each Member shall be entitled to
receive any information that it may request concerning the Company; provided,
however, that this Section 3.05 shall not obligate the Company or the Management
Committee to create any information that does not already exist at the time of
such request (other than to convert existing information from one medium to
another, such as providing a printout of information that is stored in a
computer database). Each Member shall also have the right, upon reasonable
notice, and at all reasonable times during usual business hours to inspect the
properties of the Company and to audit, examine and make copies of the books of
account and other records of the Company. Such right may be exercised through
any agent or employee of such Member designated in writing by it or by an
independent public accountant, engineer, attorney or other consultant so
designated. The Member making the request shall bear all costs and expenses
incurred in any inspection, examination or audit made on such Member's behalf.
Confidential Information obtained pursuant to this Section 3.05 shall be subject
to the provisions of Section 3.06.

3.06      CONFIDENTIAL INFORMATION.

(a)      Except as permitted by Section 3.06(b),

(i)      each Member shall keep confidential all
Confidential Information and shall not disclose any
Confidential Information to any Person, including any of its
Affiliates, and

(ii)     each Member shall use the Confidential
Information only in connection with the Company.

(b)      Notwithstanding Section 3.06(a), but subject to the
other provisions of this Section 3.06, a Member may make the following
disclosures and uses of Confidential Information:

(i)      disclosures to another Member in connection
with the Company;

(ii)     disclosures and uses that are approved by
the Management Committee;

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(iii)    disclosures to an Affiliate of such Member
on a "need to know" basis in connection with the Company, if
such Affiliate has agreed to abide by the terms of this
Section 3.06;

(iv)     disclosures to a Person that is not a Member
or an Affiliate of a Member, if such Person has been retained
to provide services by the Member in connection with the
Company or such Member's Membership Interest and has agreed to
abide by the terms of this Section 3.06;

(v)      disclosures to lenders, potential lenders or
other Persons providing financing to the Company and potential
purchasers of equity interests in the Company, so long as such
Persons have agreed to abide by the terms of this Section
3.06;

(vi)     disclosures to any independent system
operator or its consultants and representatives in connection
with the conduct of the businesses of South Central;

(vii)    disclosures to Governmental Authorities that
are necessary to operate the businesses of South Central;

(viii)   disclosures that a Member is legally
compelled to make by deposition, interrogatory, request for
documents, subpoena, civil investigative demand, order of a
court of competent jurisdiction, or similar process, or
otherwise by Law or securities exchange requirements;
provided, however, that, prior to any such disclosure, such
Member shall, to the extent legally permissible:

(A)      provide the Management Committee
with prompt notice of such requirements so that one
or more of the Members may seek a protective order or
other appropriate remedy or waive compliance with the
terms of this Section 3.06(b)(vii);

(B)      consult with the Management
Committee on the advisability of taking steps to
resist or narrow such disclosure; and

(C)      cooperate with the Management
Committee and with the other Members in any attempt
one or more of them may make to obtain a protective
order or other appropriate remedy or assurance that
confidential treatment will be afforded the
Confidential Information; and in the event such
protective order or other remedy is not obtained, or
the other Members waive compliance with the
provisions hereof, such Member agrees (I) to furnish
only that portion of the Confidential Information
that the other Members are advised by counsel to the
disclosing Member is legally required and (II) to
exercise all reasonable efforts to obtain assurance
that confidential treatment will be accorded such
Confidential Information.

(c)      Each Member shall take such precautionary measures as
may be required to ensure (and such Member shall be responsible for)
compliance with this Section 3.06 by any of its Affiliates, and its and
their directors, officers, employees and agents, and other Persons to
which it may disclose Confidential Information in accordance with this
Section 3.06.

13

(d)      A Terminated Member shall promptly destroy (and
provide a certificate of destruction to the Company with respect to) or
return to the Company, as directed by the Management Committee, all
Confidential Information in its possession. Notwithstanding the
immediately-preceding sentence, a Terminated Member may, subject to the
other provisions of this Section 3.06, retain and use Confidential
Information for the limited purpose of preparing such Terminated
Member's tax returns and defending audits, investigations and
proceedings relating thereto.

(e)      The Members agree that no adequate remedy at law
exists for a breach or threatened breach of any of the provisions of
this Section 3.06, the continuation of which unremedied will cause the
Company and the other Members to suffer irreparable harm. Accordingly,
the Members agree that the Company and the other Members shall be
entitled, in addition to other remedies that may be available to them,
to immediate injunctive relief from any breach of any of the provisions
of this Section 3.06 and to specific performance of their rights
hereunder, as well as to any other remedies available at law or in
equity.

(f)      The obligations of the Members under this Section
3.06 shall terminate on the third anniversary of the end of the Term.

3.07      LIABILITY TO THIRD PARTIES. No Member shall be liable for the
debts, obligations or liabilities of the Company.

3.08      WITHDRAWAL. A Member may not withdraw or resign from the
Company.

ARTICLE 4
CAPITAL CONTRIBUTIONS

4.01      INITIAL CAPITAL CONTRIBUTIONS. Contemporaneously with the
execution by such Member of this Agreement, each Member shall make the Capital
Contributions described for that Member in Exhibit A.

4.02      SUBSEQUENT CAPITAL CONTRIBUTIONS. Without creating any rights
in favor of any third party, each Member shall contribute to the Company, in
cash, on or before the date specified as hereinafter described, that Member's
Sharing Ratio of all monies that in the unanimous judgment of the Management
Committee are necessary to enable the Company to acquire additional businesses
for South Central and to cause the existing businesses of South Central to be
properly operated and maintained and to pay and perform their respective costs,
expenses, obligations, and liabilities. The Management Committee shall notify
each other Member of the need for Capital Contributions pursuant to this Section
4.02 when appropriate, which notice must include a statement in reasonable
detail of the proposed uses of the Capital Contributions and a date (which date
may be no earlier than the fifth Business Day following each Member's receipt of
its notice) before which the Capital Contributions must be made. Notices for
Capital Contributions must be made to all Members in accordance with their
Sharing Ratios.

4.03      FAILURE TO CONTRIBUTE. (a) If a Member does not contribute,
within 10 Days of the date required, all or any portion of a Capital
Contribution that Member is required to make as provided in this Agreement, the
other Members may cause the Company to exercise, on notice to that Member (the
"Non-Contributing Member"), one or more of the following remedies:

14

(i)      taking such action (including court
proceedings) as the other Members may deem appropriate to
obtain payment by the Non-Contributing Member of the portion
of the Non-Contributing Member's Capital Contribution that is
in default, together with interest thereon at the Default Rate
from the date that the Capital Contribution was due until the
date that it is made, all at the cost and expense of the
Non-Contributing Member;

(ii)     permitting the other Members in proportion
to their Sharing Ratios or in such other percentages as they
may agree (the "Lending Member, " whether one or more), to
advance the portion of the Non-Contributing Member's Capital
Contribution that is in default, with the following results:

(A)      the sum advanced constitutes a loan
from the Lending Member to the Non-Contributing
Member and a Capital Contribution of that sum to the
Company by the Non-Contributing Member pursuant to
the applicable provisions of this Agreement,

(B)      the principal balance of the loan
and all accrued unpaid interest thereon is due and
payable in whole on the tenth Day after written
demand therefor by the Lending Member to the
Non-Contributing Member,

(C)      the amount lent bears interest at
the Default Rate from the Day that the advance is
deemed made until the date that the loan, together
with all interest accrued on it, is repaid to the
Lending Member,

(D)      all distributions from the Company
that otherwise would be made to the Non-Contributing
Member (whether before or after dissolution of the
Company) instead shall be paid to the Lending Member
until the loan and all interest accrued on it have
been paid in full to the Lending Member (with
payments being applied first to accrued and unpaid
interest and then to principal),

(E)      the payment of the loan and
interest accrued on it is secured by a security
interest in the Non-Contributing Member's Membership
Interest, as more fully set forth in Section 4.03(b),
and

(F)      the Lending Member has the right,
in addition to the other rights and remedies granted
to it pursuant to this Agreement or available to it
at Law or in equity, to take any action (including
court proceedings) that the Lending Member may deem
appropriate to obtain payment by the Non-Contributing
Member of the loan and all accrued and unpaid
interest on it, at the cost and expense of the
Non-Contributing Member;

(iii)    exercising the rights of a secured party
under the Uniform Commercial Code, as more fully set forth in
Section 4.03(b); or

(iv)     exercising any other rights and remedies
available at Law or in equity.

15

In addition, the failure to make such contributions shall constitute a Default
by the Non-Contributing Member, and the other Members shall have the rights set
forth in Article 9 with respect to such Default.

(b)      Each Member grants to the Company, and to each
Lending Member with respect to any loans made by the Lending Member to
that Member as a Non-Contributing Member pursuant to Section
4.03(a)(ii), as security, equally and ratably, for the payment of all
Capital Contributions that Member has agreed to make and the payment of
all loans and interest accrued on them made by Lending Members to that
Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a
security interest in and a general lien on its Membership Rights and
the proceeds thereof, all under the Uniform Commercial Code. On any
default in the payment of a Capital Contribution or in the payment of
such a loan or interest accrued on it, the Company or the Lending
Member, as applicable, is entitled to all the rights and remedies of a
secured party under the Uniform Commercial Code with respect to the
security interest granted in this Section 4.03(b). Each Member shall
execute and deliver to the Company and the other Members all financing
statements and other instruments that the Lending Member may request to
effectuate and carry out the preceding provisions of this Section
4.03(b). At the option of a Lending Member, this Agreement or a carbon,
photographic, or other copy hereof may serve as a financing statement.

4.04     LOANS. If the Company does not have sufficient cash to pay its
obligations, any Member(s) that may agree to do so with the consent of the
Management Committee may advance all or part of the needed funds to or on behalf
of the Company. An advance described in this Section 4.04 constitutes a loan
from the Member to the Company, bears interest at a rate determined by the
Management Committee from the date of the advance until the date of payment, and
is not a Capital Contribution.

4.05      RETURN OF CONTRIBUTIONS. Except as expressly provided herein,
a Member is not entitled to the return of any part of its Capital Contributions
or to be paid interest in respect of either its Capital Account or its Capital
Contributions. An unrepaid Capital Contribution is not a liability of the
Company or of any Member. A Member is not required to contribute or to lend any
cash or property to the Company to enable the Company to return any Member's
Capital Contributions.

4.06      CAPITAL ACCOUNTS. A Capital Account shall be established and
maintained for each Member. Each Member's Capital Account shall be increased by
(a) the amount of money contributed by that Member to the Company, (b) the fair
market value of property contributed by that Member to the Company (net of
liabilities secured by such contributed property that the Company is considered
to assume or take subject to under Section 752 of the Code), and (c) allocations
to that Member of Company income and gain (or items thereof), including income
and gain exempt from tax and income and gain described in Treasury Regulation
Section 1.704-1(b)(2)(iv)(g), but excluding income and gain described in
Treasury Regulation Section 1.704-1(b)(4)(i), and shall be decreased by (d) the
amount of money distributed to that Member by the Company, (e) the fair market
value of property distributed to that Member by the Company (net of liabilities
secured by such distributed property that such Member is considered to assume or
take subject to under Section 752 of the Code), (f) allocations to that Member
of expenditures of the Company described (or treated as described) in Section
705(a)(2)(B) of the Code, and (g) allocations of Company loss and deduction (or
items thereof), including loss and deduction described in Treasury Regulation
Section 1.704-1(b)(2)(iv)(g), but excluding items described in (f) above and

16

loss or deduction described in Treasury Regulation Section 1.704-l(b)(4)(i) or
1.704-l(b)(4)(iii). The Members' Capital Accounts shall also be maintained and
adjusted as permitted by the provisions of Treasury Regulation Section
1.704-l(b)(2)(iv)(f) and as required by the other provisions of Treasury
Regulation Sections 1.704-l(b)(2)(iv) and 1.704-l(b)(4), including adjustments
to reflect the allocations to the Members of depreciation, depletion,
amortization, and gain or loss as computed for book purposes rather than the
allocation of the corresponding items as computed for tax purposes, as required
by Treasury Regulation Section 1.704-l(b)(2)(iv)(g). Thus, the Members' Capital
Accounts shall be increased or decreased to reflect a revaluation of the
Company's property on its books based on the fair market value of the Company's
property on the date of adjustment immediately prior to (A) the contribution of
money or other property to the Company by a new or existing Member as
consideration for a Membership Interest or an increased Sharing Ratio, (B) the
distribution of money or other property by the Company to a Member as
consideration for a Membership Interest, or (C) the liquidation of the Company.
A Member that has more than one Membership Interest shall have a single Capital
Account that reflects all such Membership Interests, regardless of the class of
Membership Interests owned by such Member and regardless of the time or manner
in which such Membership Interests were acquired. Upon the Disposition of all or
a portion of a Membership Interest, the Capital Account of the Disposing Member
that is attributable to such Membership Interest shall carry over to the
Assignee in accordance with the provisions of Treasury Regulation Section
1.704-l(b)(2)(iv)(l).

ARTICLE 5
DISTRIBUTIONS AND ALLOCATIONS

5.01     DISTRIBUTIONS OR BILLINGS. Distributions to the Members shall
be made only to all simultaneously in proportion to their respective Sharing
Ratios (at the time the amounts of such distributions are determined), and
distributions shall be made only in such aggregate amounts and at such times as
shall be determined by the Management Committee and as are permitted by the Loan
Documents. When so permitted, the Management Committee shall endeavor to
distribute to the Members, on or before the last day of each calendar month, or
more often if approved by the Management Committee, the estimated amount of any
cash available for such calendar month (net of any adjustments, if any, made to
reflect the actual cash available for the preceding calendar month).

5.02     DISTRIBUTIONS ON DISSOLUTION AND WINDING UP. Upon the
dissolution and winding up of the Company, after adjusting the Capital Accounts
for all distributions made under Section 5.01 and all allocations under Article
5, all available proceeds distributable to the Members as determined under
Section 11.02 shall be distributed to all of the Members to the extent of the
Members' positive Capital Account balances.

5.03     ALLOCATIONS.

(a)      For purposes of maintaining the Capital Accounts
pursuant to Section 4.06 and for income tax purposes, except as
provided in Section 5.03(b), each item of income, gain, loss, deduction
and credit of the Company shall be allocated to the Members in
accordance with their Sharing Ratios.

(b)      For income tax purposes, income, gain, loss, and
deduction with respect to property contributed to the Company by a
Member or revalued pursuant to Treasury Regulation Section
1.704-l(b)(2)(iv)(f) shall be allocated among the Members in a manner
that takes into account the variation between the adjusted tax basis of
such property and its

17

book value, as required by Section 704(c) of the Code and Treasury
Regulation Section 1.704-1(b)(4)(i), using the remedial allocation
method permitted by Treasury Regulation Section 1.704-3(d).

5.04     VARYING INTERESTS. All items of income, gain, loss, deduction
or credit shall be allocated, and all distributions shall be made, to the
Persons shown on the records of the Company to have been Members as of the last
calendar day of the period for which the allocation or distribution is to be
made. Notwithstanding the foregoing, if during any taxable year there is a
change in any Member's Sharing Ratio, the Members agree that their allocable
shares of such items for the taxable year shall be determined on any method
determined by the Management Committee to be permissible under Code Section 706
and the related Treasury Regulations to take account of the Members' varying
Sharing Ratios.

ARTICLE 6
MANAGEMENT

6.01     MANAGEMENT BY MEMBERS. Except as described below in Sections
6.03 and 6.05, the management of the Company is fully vested in the Members,
acting exclusively in their membership capacities. To facilitate the orderly and
efficient management of the Company, the Members shall act (a) collectively as a
"committee of the whole" pursuant to Section 6.02, or (b) through the delegation
from time to time of certain responsibility and authority to particular Members
pursuant to Section 6.03. No Member has the right, power or authority to act for
or on behalf of the Company, to do any act that would be binding on the Company,
or to incur any expenditures on behalf of the Company, except in accordance with
the immediately preceding sentence. Decisions or actions taken in accordance
with the provisions of this Agreement shall constitute decisions or actions by
the Company and shall be binding on each Member, Representative, Officer and
employee of the Company.

6.02     MANAGEMENT COMMITTEE. All Members shall act collectively
through meetings as a "committee of the whole" which is hereby named the
"Management Committee." The Management Committee shall conduct its affairs in
accordance with the following provisions and the other provisions of this
Agreement:

(a)      REPRESENTATIVES.

(i)      DESIGNATION. To facilitate the orderly and
efficient conduct of Management Committee meetings, each
Member shall notify the other Members, from time to time, of
the identity of two of its officers, employees or agents who
will represent it at such meetings (each a "Representative")
In addition, each Member may (but shall have not obligation
to) notify the other Members, from time to time, of the
identity of other officers, employees or agents who will
represent it at any meeting that the Member's Representatives
are unable to attend (each an "Alternate Representative").
(The term "Representative" shall also refer to any Alternate
Representative that is actually performing the duties of the
applicable Representative.). The initial Representatives of
each Member are set forth on Exhibit A. A Member may designate
different Representatives or Alternate Representatives for any
meeting of the Management Committee by notifying each of the
other Members at least three Business Days prior to the
scheduled date for such meeting; provided, however, that if
giving such advance notice is not feasible, then

18

such new Representatives or Alternate Representatives shall
present written evidence of their authority at the
commencement of such meeting.

(ii)     AUTHORITY. Each Representative shall have
the full authority to act on behalf of the Member that
designated such Representative; the action of a Representative
at a meeting (or through a written consent) of the Management
Committee shall bind the Member that designated such
Representative; and the other Members shall be entitled to
rely upon such action without further inquiry or investigation
as to the actual authority (or lack thereof) of such
Representative. In addition, the act of an Alternate
Representative shall be deemed the act of the Representative
for which such Alternate Representative is acting, without the
need to produce evidence of the absence or unavailability of
such Representative.

(iii)    DISCLAIMER OF DUTIES; INDEMNIFICATION. EACH
REPRESENTATIVE SHALL REPRESENT, AND OWE DUTIES TO, ONLY THE
MEMBER THAT DESIGNATED SUCH REPRESENTATIVE (THE NATURE AND
EXTENT OF SUCH DUTIES BEING AN INTERNAL CORPORATE AFFAIR OF
SUCH MEMBER), AND NOT TO THE COMPANY, ANY OTHER MEMBER OR
REPRESENTATIVE, OR ANY OFFICER OR EMPLOYEE OF THE COMPANY. THE
PROVISIONS OF SECTION 6.04 SHALL ALSO INURE TO THE BENEFIT OF
EACH MEMBER'S REPRESENTATIVES. THE COMPANY SHALL INDEMNIFY,
PROTECT, DEFEND, RELEASE AND HOLD HARMLESS EACH REPRESENTATIVE
FROM AND AGAINST ANY CLAIMS ASSERTED BY OR ON BEHALF OF ANY
PERSON (INCLUDING ANOTHER MEMBER), OTHER THAN THE MEMBER THAT
DESIGNATED SUCH REPRESENTATIVE, THAT ARISE OUT OF, RELATE TO
OR ARE OTHERWISE ATTRIBUTABLE TO, DIRECTLY OR INDIRECTLY, SUCH
REPRESENTATIVE'S SERVICE ON THE MANAGEMENT COMMITTEE, OTHER
THAN SUCH CLAIMS ARISING OUT OF THE FRAUD OR WILLFUL
MISCONDUCT OF SUCH REPRESENTATIVE.

(iv)     ATTENDANCE. Each Member shall use all
reasonable efforts to cause its Representatives or Alternate
Representatives to attend each meeting of the Management
Committee, unless its Representatives are unable to do so
because of a "force majeure" event or other event beyond his
reasonable control, in which event such Member shall use all
reasonable efforts to cause its Representatives or Alternate
Representatives to participate in the meeting by telephone
pursuant to Section 6.02(h).

(b)      CHAIRMAN AND SECRETARY. One of the Representatives
will be designated as Chairman of the Management Committee, in
accordance with this Section 6.02(b), to preside over meetings of the
Management Committee. The Management Committee shall also designate a
Secretary of the Management Committee, who need not be a
Representative.

(c)      PROCEDURES. The Secretary of the Management Committee
shall maintain written minutes of each of its meetings, which shall be
submitted for approval no later than the next regularly-scheduled
meeting. The Management Committee may adopt whatever rules and
procedures relating to its activities as it may deem appropriate,
provided that such

19

rules and procedures shall not be inconsistent with or violate the
provisions of this Agreement.

(d)      TIME AND PLACE OF MEETINGS. The Management Committee
shall meet quarterly, subject to more or less frequent meetings upon
approval of the Management Committee. Notice of, and an agenda for, all
Management Committee meetings shall be provided by the Chairman to all
Members at least ten Days prior to the date of each meeting, together
with proposed minutes of the previous Management Committee meeting (if
such minutes have not been previously ratified). Special meetings of
the Management Committee may be called at such times, and in such
manner, as any Member deems necessary. Any Member calling for any such
special meeting shall notify the Chairman, who in turn shall notify all
Members of the date and agenda for such meeting at least ten Days prior
to the date of such meeting. Such ten-day period may be shortened by
the Management Committee. All meetings of the Management Committee
shall be held at a location designated by the Chairman. Attendance of a
Member at a meeting of the Management Committee shall constitute a
waiver of notice of such meeting, except where such Member attends the
meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or
convened.

(e)      QUORUM. The presence of one Representative designated
by each Member shall constitute a quorum for the transaction of
business at any meeting of the Management Committee.

(f)      VOTING. Except as provided otherwise in this
Agreement, (i) voting at any meeting of the Management Committee shall
be according to the Members' respective Sharing Ratios, and (ii) the
affirmative vote of Members holding a majority of the Sharing Ratios
shall constitute the act of the Management Committee.

(g)      ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at a meeting of the Management Committee may be
taken without a meeting, without prior notice, and without a vote if a
consent or consents in writing, setting forth the action so taken, is
signed by Members that could have taken the action at a meeting of the
Management Committee at which all Members entitled to vote on the
action were represented and voted.

(h)      MEETINGS BY TELEPHONE. Members may participate in and
hold such meeting by means of conference telephone, video conference or
similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at such meeting, except
where a Member participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

(i)      SUBCOMMITTEES. The Management Committee may create
such subcommittees, delegate to such subcommittees such
authority and responsibility, and rescind any such
delegations, as it may deem appropriate.

(j)      OFFICERS. The Management Committee may designate one
or more Persons to be Officers of the Company. Any Officers so
designated shall have such titles and, subject to the other
provisions of this Agreement, have such authority and

20

perform such duties as the Management Committee may
specifically delegate to them and shall serve at the pleasure
of the Management Committee.

6.03     DELEGATION TO PARTICULAR MEMBER, The Management Committee may
delegate to one or more Members such authority and duties as the Management
Committee may deem advisable. Decisions or actions taken by any such Member in
accordance with the provisions of this Agreement shall constitute decisions or
actions by the Company and shall be binding on each Member, Representative,
Officer and employee of the Company. Any delegation pursuant to this Section
6.03 may be revoked at any time by the Management Committee. With respect to
duties discharged hereunder by a Member (a) such Member may discharge such
duties through the personnel of a Affiliate of such Member, and (b) unless the
Members otherwise agree, the Company shall compensate such Member (or its
Affiliate, as applicable) for the performance of such duties in an amount equal
to the man-hours expended by the personnel of such Member (or its Affiliate)
multiplied by the applicable rate(s) shown on Exhibit B (which rates each shall
escalate on the first day of each calendar year during the term hereof by an
amount which is 5% of the rate applicable during the prior calendar year), and
shall reimburse such Member for all out of pocket costs incurred by such Member
in discharging such duties. In addition, prior to performing any such duties,
the performing Member shall provide to the other Member for approval an estimate
of man-hours and types of personnel required to perform the delegated duties and
a schedule for the performance of the delegated duties and for other costs
associated therewith, and shall promptly inform the other Member of any variance
from the budget or schedule.

6.04     AFFILIATE AGREEMENTS; CONFLICTS OF INTEREST. Subject to any
other agreement between the Members (and their respective Affiliates, as
applicable), a Member or an Affiliate of a Member may engage in and possess
interests in other business ventures of any and every type and description,
independently or with others, including ones in competition with the Company,
with no obligation to offer to the Company, any other Member or any Affiliate of
another Member the right to participate therein. The Company may transact
business with any Member or Affiliate thereof, provided the terms of those
transactions are approved by the Management Committee or expressly contemplated
by this Agreement. Without limiting the generality of the foregoing, the Members
recognize and agree that they and their respective Affiliates currently engage
in certain activities involving the generation, transmission, distribution,
marketing and trading of electricity and other energy products (including
futures, options, swaps, exchanges of future positions for physical deliveries
and commodity trading), and the gathering, processing, storage and
transportation of such products, as well as other commercial activities related
to such products, and that these and other activities by Members and their
Affiliates may be made possible or more profitable by reason of the Company's
activities (herein referred to as "Outside Activities"). The Members agree that
(i) no Member or Affiliate of a Member shall be restricted in its right to
conduct, individually or jointly with others, for its own account any Outside
Activities, and (ii) no Member or its Affiliates shall have any duty or
obligation, express or implied, to account to, or to share the results or
profits of such Outside Activities with, the Company, any other Member or any
Affiliate of any other Member, by reason of such Outside Activities.

6.05     UNANIMOUS CONSENT REQUIRED FOR CERTAIN ACTION. Any other
provision of this Agreement to the contrary notwithstanding, the unanimous
consent of the Members, and at least one Independent Member, shall be required
to:

21

(a)      File a bankruptcy or insolvency petition or otherwise
institute insolvency proceedings with respect to the Company, or take
any action that would result in such an event occurring with respect to
South Central.

(b)      Cause the dissolution, liquidation, consolidation,
merger or sale of substantially all of the assets of the Company or
South Central.

(c)      Cause or permit the Company to engage in any other
activity other than those set forth in Section 2.04.

(d)      Amend this Agreement in any manner that would have a
material adverse impact on any creditor of the Company.

6.06     CERTAIN ACTIONS PROHIBITED. So long as the Company has any
indebtedness outstanding, (a) the Company shall not be dissolved, liquidated,
consolidated or merged with any other entity, nor shall this Agreement be
amended in any manner that would have a material adverse impact on the holders
of such indebtedness, and (b) notwithstanding the failure of the Members to
continue the existence of the Company as provided in Section 2.06 during such
period, no action shall be taken by the Company or any of the Members that shall
cause any collateral for such indebtedness to be liquidated or that would
adversely affect the rights of the holders of such indebtedness or their agents
to exercise their rights under any security documents relating thereto or to
retain such collateral until such indebtedness is paid in full or otherwise
completely discharged.

6.07     DISCLAIMER OF DUTIES AND LIABILITIES.

(a)      NO MEMBER SHALL OWE ANY DUTY (INCLUDING ANY FIDUCIARY
DUTY) TO THE OTHER MEMBERS OR TO THE COMPANY, OTHER THAN THE DUTIES
THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

(b)      NO MEMBER SHALL BE LIABLE (WHETHER IN CONTRACT, TORT
OR OTHERWISE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES.

(c)      THE OBLIGATIONS OF THE MEMBERS UNDER THIS AGREEMENT
ARE OBLIGATIONS OF THE MEMBERS ONLY, AND NO RECOURSE SHALL BE AVAILABLE
AGAINST ANY OFFICER, DIRECTOR OR AFFILIATE OF ANY MEMBER, EXCEPT AS
PERMITTED UNDER APPLICABLE LAW.

6.08     INDEMNIFICATION. Each Member shall indemnify, protect, defend,
release and hold harmless each other Member, and such other Member's
Representatives, Affiliates, and their respective directors, officers, employees
and agents from and against any Claims asserted by or on behalf of any Person
(including another Member) that arise out of, relate to or are otherwise
attributable to, directly or indirectly, a breach by the indemnifying Member of
this Agreement, or the negligence, gross negligence or willful misconduct of the
indemnifying Member in connection with this Agreement; provided, however, that
this Section 6.08 shall not apply to any Claim or other matter for which a
Member (or its Representative) has no liability or duty, or is indemnified or
released, pursuant to Section 6.02(a)(iii), or 6.07.

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ARTICLE 7
TAXES

7.01     TAX RETURNS. The Tax Matters Member shall prepare and timely
file (on behalf of the Company) all federal, state and local tax returns
required to be filed by the Company. Each Member shall furnish to the Tax
Matters Member all pertinent information in its possession relating to the
Company's operations that is necessary to enable the Company's tax returns to be
timely prepared and filed. The Company shall bear the costs of the preparation
and filing of its returns.

7.02     TAX ELECTIONS. The Company shall make the following elections
on the appropriate tax returns:

(a)      to adopt as the Company's fiscal year the calendar
year;

(b)      to adopt the accrual method of accounting;

(c)      if a distribution of the Company's property as
described in Code Section 734 occurs or upon a transfer of Membership
Interest as described in Code Section 743 occurs, on request by notice
from any Member, to elect, pursuant to Code Section 754, to adjust the
basis of the Company's properties;

(d)      to elect to amortize the organizational expenses of
the Company ratably over a period of 60 months as permitted by Section
709(b) of the Code; and

(e)      any other election the Management Committee may deem
appropriate.

Neither the Company nor any Member shall make an election for the Company to be
excluded from the application of the provisions of subchapter K of chapter 1 of
subtitle A of the Code or any similar provisions of applicable state law and no
provision of this Agreement (including Section 2.07) shall be construed to
sanction or approve such an election.

7.03     TAX MATTERS MEMBER.

(a)      NRG shall be the "tax matters partner" of the Company
pursuant to Section 6231 (a)(7) of the Code (the "Tax Matters Member").
At the request of each other Member, the Tax Matters Member shall take
such action as may be necessary to cause, to the extent possible, such
other Member to become a "notice partner" within the meaning of Section
6223 of the Code. The Tax Matters Member shall inform each other Member
of all significant matters that may come to its attention in its
capacity as Tax Matters Member by giving notice thereof on or before
the fifth Business Day after becoming aware thereof and, within that
time, shall forward to each other Member copies of all significant
written communications it may receive in that capacity.

(b)      The Tax Matters Member shall take no action without
the authorization of the Management Committee, other than such action
as may be required by Law. Any cost or expense incurred by the Tax
Matters Member in connection with its duties, including the preparation
for or pursuance of administrative or judicial proceedings, shall be
paid by the Company.

23

(c)      The Tax Matters Member shall not enter into any
extension of the period of limitations for making assessments on behalf
of the Members without first obtaining the consent of the Management
Committee. The Tax Matters Member shall not bind any Member to a
settlement agreement without obtaining the consent of such Member. Any
Member that enters into a settlement agreement with respect to any
Company item (as described in Code Section 6231(a)(3)) shall notify the
other Members of such settlement agreement and its terms within 90 Days
from the date of the settlement.

(d)      No Member shall file a request pursuant to Code
Section 6227 for an administrative adjustment of Company items for any
taxable year without first notifying the other Members. If the
Management Committee consents to the requested adjustment, the Tax
Matters Member shall file the request for the administrative adjustment
on behalf of the Members. If such consent is not obtained within 30
Days from such notice, or within the period required to timely file the
request for administrative adjustment, if shorter, any Member,
including the Tax Matters Member, may file a request for administrative
adjustment on its own behalf. Any Member intending to file a petition
under Code Sections 6226, 6228 or other Code Section with respect to
any item involving the Company shall notify the other Members of such
intention and the nature of the contemplated proceeding. In the case
where the Tax Matters Member is the Member intending to file such
petition on behalf of the Company, such notice shall be given within a
reasonable period of time to allow the other Members to participate in
the choosing of the forum in which such petition will be filed.

(e)      If any Member intends to file a notice of
inconsistent treatment under Code Section 6222(b), such Member shall
give reasonable notice under the circumstances to the other Members of
such intent and the manner in which the Member's intended treatment of
an item is (or may be) inconsistent with the treatment of that item by
the other Members.

ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

8.01     MAINTENANCE OF BOOKS.

(a)      The Management Committee shall keep or cause to be
kept at the principal office of the Company or at such other location
approved by the Management Committee complete and accurate books and
records of the Company, supporting documentation of the transactions
with respect to the conduct of the Company's business and minutes of
the proceedings of its Members and the Management Committee, and any
other books and records that are required to be maintained by
applicable Law.

(b)      The books of account of the Company shall be (i)
maintained on the basis of a fiscal year that is the calendar year,
(ii) maintained on an accrual basis in accordance with generally
accepted accounting principles, consistently applied, and (iii) audited
by the Certified Public Accountants at the end of each calendar year.

8.02     REPORTS.

(a)      With respect to each calendar year, the Management
Committee shall prepare and deliver to each Member:

24

(i)      Within 120 Days after the end of such
calendar year, a profit and loss statement and a statement of
cash flows for such year, a balance sheet and a statement of
each Member's Capital Account as of the end of such year,
together with a report thereon of the Certified Public
Accountants; and

(ii)     Such federal, state and local income tax
returns and such other accounting, tax information and
schedules as shall be necessary for the preparation by each
Member on or before July 15 following the end of each calendar
year of its income tax return with respect to such year.

(b)      Within 15 Business Days after the end of each
calendar month, the Management Committee shall cause to be prepared and
delivered to each Member, with an appropriate certificate of the Person
authorized to prepare the same (provided that the Management Committee
may change the financial statements required by this Section 8.02(b) to
a quarterly basis or may make such other change therein as it may deem
appropriate):

(i)      A profit and loss statement and a statement
of cash flows for such month (including sufficient information
to permit the Members to calculate their tax accruals), for
the portion of the calendar year then ended;

(ii)     A balance sheet and a statement of each
Member's Capital Account as of the end of such month and the
portion of the calendar year then ended; and

(iii)    A statement comparing the actual financial
status and results of the Company as of the end of or for such
month and the portion of the calendar year then ended with the
budgeted or forecasted status and results as of the end of or
for such respective periods.

(c)      The Management Committee shall also cause to be
prepared and delivered to each Member such other reports, forecasts,
studies, budgets and other information as the Management Committee may
request from time to time.

8.03     BANK ACCOUNTS. Funds of the Company shall be deposited in such
banks or other depositories as shall be designated from time to time by the
Management Committee. All withdrawals from any such depository shall be made
only as authorized by the Management Committee and shall be made only by check,
wire transfer, debit memorandum or other written instruction.

ARTICLE 9
BUYOUT OPTION

9.01     BUYOUT EVENTS. This Article 9 shall apply to any of the
following events (each a "Buyout Event"):

(a)      a Member shall dissolve or become Bankrupt; or

(b)      a Member shall commit a Default.

25

In each case, the Member with respect to whom a Buyout Event has occurred is
referred to herein as the "Affected Member."

9.02     PROCEDURE. If a Buyout Event occurs and is not cured within 30
Business Days of the Affected Member's receipt of notice thereof from another
Member (or such shorter period (not less than 10 Business Days) as may be
reasonable under the circumstances and set forth in such notice), then each of
the other Members shall have the option to acquire the Membership Interest of
the Affected Member (or to cause it to be acquired by a third party designated
by the other Members), in accordance with procedures that are substantively
equivalent to those set forth in Section 3.03(b)(iii) (and with the Members
exercising such preferential right also being referred to herein as "Purchasing
Members").

9.03     PURCHASE PRICE; TERMS AND METHOD OF PAYMENT. The purchase
price for a Membership Interest being purchased pursuant to this Article 9 (the
"Purchase Price") shall be determined in the following manner. The Affected
Member and the Purchasing Members shall attempt to agree upon the fair market
value of the applicable Membership Interest and the terms and method of payment
of such amount. If those Members do not reach such agreement on or before the
30th Day following the exercise of the option, any such Member, by notice to the
others, may require the determination of fair market value and the terms and
method of payment to be made by the Arbitrator pursuant to Article 10.

9.04     CLOSING. If an option to purchase is exercised in accordance
with the other provisions of this Article 9, the closing of such purchase shall
occur on the 30th Day after the determination of the Fair Market Value pursuant
to Section 9.03 (or, if later, the fifth Business Day after the receipt of all
applicable regulatory and governmental approvals to the purchase), and shall be
conducted in a manner substantively equivalent to that set forth in Section
3.03.

9.05     TERMINATED MEMBER. Upon the occurrence of a closing under
Section 9.04, the following provisions shall apply to the Affected Member (now a
"Terminated Member"):

(a)      The Terminated Member shall cease to be a Member
immediately upon the occurrence of the closing.

(b)      As the Terminated Member is no longer a Member, it
will no longer be entitled to receive any distributions (including
liquidating distributions) or allocations from the Company, and neither
it nor its Representative shall be entitled to exercise any voting or
consent rights or to receive any further information (or access to
information) from the Company.

(c)      The Terminated Member must pay to the Company all
amounts owed to it by such Member.

(d)      The Terminated Member shall remain obligated for all
liabilities it may have under this Agreement or otherwise with respect
to the Company that accrue prior to the closing.

(f)      The Sharing Ratio of the Terminated Member shall be
allocated among the purchasing Members in the proportion of the total
Purchase Price paid by each.

26

ARTICLE 10
DISPUTE RESOLUTION

10.01    DISPUTES. This Article 10 shall apply to any dispute arising
under or related to this Agreement (whether arising in contract, tort or
otherwise, and whether arising at law or in equity), including (a) any dispute
regarding the construction, interpretation, performance, validity or
enforceability of any provision of this Agreement or whether any Person is in
compliance with, or breach of, any provisions of this Agreement, and (b) the
applicability of this Article 10 to a particular dispute. Notwithstanding the
foregoing, this Article 10 shall not apply to any matters that, pursuant to the
provisions of this Agreement, are to be resolved by a vote of the Members
(including through the Management Committee); provided, however, that if a vote,
approval, consent, determination or other decision must, under the terms of this
Agreement, be made (or withheld) in accordance with a standard other than Sole
Discretion (such as a reasonableness standard), then the issue of whether such
standard has been satisfied may be a dispute to which this Article 10 applies.
Any dispute to which this Article 10 applies is referred to herein as a
"Dispute." With respect to a particular Dispute, each Member that is a party to
such Dispute is referred to herein as a "Disputing Member." The provisions of
this Article 10 shall be the exclusive method of resolving Disputes.

10.02    NEGOTIATION TO RESOLVE DISPUTES. If a Dispute arises, either
Disputing Member may initiate the dispute-resolution procedures of this Article
10 by delivering a notice (a "Dispute Notice") to the other Disputing Members.
Within 10 Days of delivery of a Dispute Notice, each Disputing Member shall
designate a representative, and such representatives shall promptly meet
(whether by phone or in person) in a good faith attempt to resolve the Dispute.
If such representatives can resolve the Dispute, such resolution shall be
reported in writing and shall be binding upon the Disputing Members. If such
representatives are unable to resolve the Dispute within 30 Days following the
delivery of the Dispute Notice (or such other period as such representatives may
agree), or if a Disputing Member fails to appoint a representative within 10
Days of delivery following the delivery of the Dispute Notice, then any
Disputing Member may take such Dispute to litigation.

ARTICLE 11
DISSOLUTION, WINDING-UP AND TERMINATION

11.01    DISSOLUTION. The Company shall dissolve and its affairs shall
be wound up on the first to occur of the following events (each a "Dissolution
Event"):

(a)      the unanimous consent of the Members; or

(b)      entry of a decree of judicial dissolution of the
Company under Section 18-802 of the Act.

11.02    WINDING-UP AND TERMINATION.

(a)      On the occurrence of a Dissolution Event, the
Management Committee shall select one Member to act as liquidator. The
liquidator shall proceed diligently to wind up the affairs of the
Company and make final distributions as provided herein and in the Act.
The costs of winding up shall be borne as a Company expense. Until
final distribution, the

27

liquidator shall continue to operate the Company properties with all of
the power and authority of the Members. The steps to be accomplished by
the liquidator are as follows:

(i)      as promptly as possible after dissolution
and again after final winding up, the liquidator shall cause a
proper accounting to be made by a recognized firm of certified
public accountants of the Company's assets, liabilities, and
operations through the last calendar day of the month in which
the dissolution occurs or the final winding up is completed,
as applicable;

(ii)     the liquidator shall discharge from Company
funds all of the Indebtedness and other debts, liabilities and
obligations of the Company (including all expenses incurred in
winding up and any loans described in Section 4.03) or
otherwise make adequate provision for payment and discharge
thereof (including the establishment of a cash escrow fund for
contingent liabilities in such amount and for such term as the
liquidator may reasonably determine); and

(iii)    all remaining assets of the Company shall be
distributed to the Members as follows:

(A)      the liquidator may sell any or all
Company property, including to Members, and any
resulting gain or loss from each sale shall be
computed and allocated to the Capital Accounts of the
Members in accordance with the provisions of Article
5;

(B)      with respect to all Company
property that has not been sold, the fair market
value of that property shall be determined and the
Capital Accounts of the Members shall be adjusted to
reflect the manner in which the unrealized income,
gain, loss, and deduction inherent in property that
has not been reflected in the Capital Accounts
previously would be allocated among the Members if
there were a taxable disposition of that property for
the fair market value of that property on the date of
distribution; and

(C)      Company property (including cash)
shall be distributed among the Members in accordance
with Section 5.02; and those distributions shall be
made by the end of the taxable year of the Company
during which the liquidation of the Company occurs
(or, if later, 90 Days after the date of the
liquidation).

(b)      The distribution of cash or property to a Member in
accordance with the provisions of this Section 11.02 constitutes a
complete return to the Member of its Capital Contributions and a
complete distribution to the Member of its Membership Interest and all
the Company's property and constitutes a compromise to which all
Members have consented pursuant to Section 18-502(b) of the Act. To the
extent that a Member returns funds to the Company, it has no claim
against any other Member for those funds.

11.03    DEFICIT CAPITAL ACCOUNTS. No Member will be required to pay to
the Company, to any other Member or to any third party any deficit balance that
may exist from time to time in the Member's Capital Account.

28

11.04    CERTIFICATE OF CANCELLATION. On completion of the distribution
of Company assets as provided herein, the Members (or such other Person or
Persons as the Act may require or permit) shall file a certificate of
cancellation with the Secretary of State of Delaware, cancel any other filings
made pursuant to Section 2.05, and take such other actions as may be necessary
to terminate the existence of the Company. Upon the filing of such certificate
of cancellation, the existence of the Company shall terminate (and the Term
shall end), except as may be otherwise provided by the Act or other applicable
Law.

ARTICLE 12
GENERAL PROVISIONS

12.01    OFFSET. Whenever the Company is to pay any sum to any Member,
any amounts that Member owes the Company may be deducted from that sum before
payment.

12.02    NOTICES. Except as expressly set forth to the contrary in this
Agreement, all notices, requests or consents provided for or permitted to be
given under this Agreement must be in writing and must be delivered to the
recipient in person, by courier or mail or by facsimile or other electronic
transmission. A notice, request or consent given under this Agreement is
effective on receipt by the Member to receive it; provided, however, that a
facsimile or other electronic transmission that is transmitted after the normal
business hours of the recipient shall be deemed effective on the next Business
Day. All notices, requests and consents to be sent to a Member must be sent to
or made at the addresses given for that Member on Exhibit A or in the instrument
described in Section 3.03(b)(iv)(A)(II) or 3.04, or such other address as that
Member may specify by notice to the other Members. Any notice, request or
consent to the Company must be given to all of the Members. Whenever any notice
is required to be given by Law, the Delaware Certificate or this Agreement, a
written waiver thereof, signed by the Person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

12.03    ENTIRE AGREEMENT; SUPERSEDING EFFECT. This Agreement
constitutes the entire agreement of the Members and their Affiliates relating to
the Company and the transactions contemplated hereby and supersedes all
provisions and concepts contained in all prior contracts or agreements between
the Members or any of their Affiliates with respect to the Company and the
transactions contemplated hereby, whether oral or written.

12.04    PRESS RELEASES. Each Member agrees that it shall not (and
shall cause its Affiliates not to), without the other Members' consent, issue a
press release or have any contact with or respond to the news media with any
sensitive or Confidential Information, except as required by securities or
similar laws applicable to a Member and its Affiliates. Any press release by a
Member or its Affiliates with respect to any sensitive or Confidential
Information shall be subject to review and approval by the other Party, which
approval shall not be unreasonably withheld.

12.05    EFFECT OF WAIVER OR CONSENT. Except as otherwise provided in
this Agreement, a waiver or consent, express or implied, to or of any breach or
default by any Member in the performance by that Member of its obligations with
respect to the Company is not a consent or waiver to or of any other breach or
default in the performance by that Member of the same or any other obligations
of that Member with respect to the Company. Except as otherwise provided in this
Agreement, failure on the part of a Member to complain of any act of any Member
or to declare any Member in default with respect to the Company, irrespective of
how long that failure continues, does

29

not constitute a waiver by that Member of its rights with respect to that
default until the applicable statute-of-limitations period has run.

12.06    AMENDMENT OR RESTATEMENT. This Agreement or the Delaware
Certificate may be amended or restated only by a written instrument executed
(or, in the case of the Delaware Certificate, approved) by all of the Members.

12.07    BINDING EFFECT. Subject to the restrictions on Dispositions
set forth in this Agreement, this Agreement is binding on and shall inure to the
benefit of the Members and their respective successors and permitted assigns.

12.08    GOVERNING LAW; SEVERABILITY. This Agreement is governed by and
shall be construed in accordance with the Law of the State of Delaware,
excluding any conflict-of-laws rule or principle that might refer the governance
or the construction of this Agreement to the Law of another jurisdiction. In the
event of a direct conflict between the provisions of this Agreement and any
mandatory, non-waivable provision of the Act, such provision of the Act shall
control.

NRG ENERGY, INC.

By: /s/ Craig A. Mataczynski
------------------------
Name: Craig A. Mataczynski
Title:  Senior Vice President

30

EXHIBIT A

Members                                      Membership Interest

NRG Energy, Inc.                             100%

EXHIBIT 3.111

CERTIFICATE OF INCORPORATION
OF
VIENNA OPERATIONS INC.

FIRST. The name of the corporation is Vienna Operations Inc.

SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

FIFTH. The name and mailing address of the incorporator is Michael J.
Young, 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional

misconduct or a knowing violation of law, (c) pursuant to Section 174 of the
General Corporation Law of Delaware or (d) for any transaction from which the
director derived any improper personal benefit. Any repeal or modification of
this Article Tenth by the stockholders of the corporation shall not adversely
affect anyright or protection of a director of the corporation existing at the
time of such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification.

The undersigned incorporate hereby acknowledges that the
foregoingcertificate of incorporation is his act and deed and that the facts
stated therein are true.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Incorporator

EXHIBIT 3.112

BYLAWS
OF
VIENNA OPERATIONS INC.

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the certificate of incorporation or
these bylaws, the written notice of any meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, postage prepaid, directed to the stockholder
at his, her or its address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
certificate of incorporation or these bylaws, at each meeting of stockholders
the presence in person or

Vienna Operations Inc.              Bylaws                                Page 2

by proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him, her or it which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him, her or it by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the holders of
shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or by proxy at such meeting. At all meetings of stockholders
for the election of directors, a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided by
law, the certificate of incorporation or these bylaws, be decided by the vote of
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all shares of stock

Vienna Operations Inc.              Bylaws                                Page 3

entitled to vote thereon which are present in person or represented by proxy at
the meeting.

Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of Directors
and (3) in the case of any other action, shall not be more than sixty days prior
to such other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board of Directors may
fix a new record date for the adjourned meeting.

Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least

Vienna Operations Inc.              Bylaws                                Page 4

ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the certificate of incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. Directors need not be
stockholders.

Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as directors in the
certificate of incorporation, or a subsequent action of the incorporator, and
each director so elected shall hold office until the first annual meeting of
stockholders or until his or her successor is elected and qualified. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, each of whom shall hold office for a term of
one year or until his or her successor is elected and qualified. Any director
may resign at any time upon written notice to the corporation. Any newly created
directorship or any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the

Vienna Operations Inc.              Bylaws                                Page 5

term of office of the director whom he or she has replaced or until his or her
successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors may from time to time determine, and if
so determined, notices thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in the meeting pursuant to this bylaw shall
constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Except in cases in which the certificate
of incorporation or these bylaws otherwise provide, the vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

Vienna Operations Inc.              Bylaws                                Page 6

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation (if
any) to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these bylaws.

ARTICLE IV

Officers

Section 4.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the

Vienna Operations Inc.              Bylaws                                Page 7

contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

ARTICLE V

Stock

Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or a Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him, her or it in the corporation. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his, her or its legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

Vienna Operations Inc.              Bylaws                                Page 8

ARTICLE VI

Indemnification

Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The corporation shall
be required to indemnify a person in connection with a proceeding initiated by
such person only if the proceeding was authorized by the Board of Directors of
the corporation.

Section 6.2. Repayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefore has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
certificate or incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer,

Vienna Operations Inc.              Bylaws                                Page 9

employee or agent of another corporation, partnership, joint venture, trust,
enterprise or non-profit entity shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit entity.

Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

Section 7.2. Seal. The Board of Directors shall determine whether or
not the corporation shall have a corporate seal. The corporate seal (if any)
shall have the name of the corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose, if: (1) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of

Vienna Operations Inc.              Bylaws                               Page 10

Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction. Nothing in this
Section 7.4 shall be construed to imply that any contract or transaction between
the corporation and Northern States Power Company ("NSP"), or between the
corporation and any other corporation that is a direct or indirect wholly-owned
subsidiary of NSP, shall be void or voidable, whether or not such contract or
transaction complies with the requirements of clauses (1), (2) or (3) of the
immediately preceding sentence.

Section 7.5. Form of Records. Any records maintained by the corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.6. Amendment of Bylaws. These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors, but the stockholders
may make additional bylaws and may alter and repeal any bylaws whether adopted
by them or otherwise.

UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
VIENNA OPERATIONS INC.

The undersigned, being all of the members of the Board of Directors of
Vienna Operations Inc., a Delaware corporation (the "Company"), do hereby adopt,
by unanimous written consent, the following resolutions, effective as of May 8,
2000:

RESOLVED, that the President, the Treasurer and any Assistant Treasurer
of the Company be, and each of them hereby is, designated as an "Authorized
Signatory" and each is authorized by written notice to:

(i) designate a bank or banks as a depository or depositories of the
Company (each a "Bank");

(ii) authorize the establishment therein of a bank account or bank
accounts;

(iii) make credit arrangements and borrow funds in the name of the
Company for such amounts, for such times, at such rates of interest or
discount, and upon such terms and conditions as deemed appropriate;

(iv) direct the Secretary or any Assistant Secretary of the Company to
appoint and remove, from time to time, one or more employees of the
Company, or its affiliates, as Authorized Signatories;

(v) provide to the Secretary or any Assistant Secretary of the Company
executed wire transfer security agreements and executed wire transfer
procedural authorization documents to be transmitted to each Bank
requiring or requested to accept such wire transfer security agreements
or wire transfer procedural authorization documents;

(vi) make arrangements to sell, pledge, assign and endorse for sale or
transfer and arrange for delivery of bills and accounts receivable,
stock, bonds, or other property of the Company as security; and

(vii) arrange for the withdrawal of funds and securities as may be
necessary to effectuate the foregoing.

RESOLVED FURTHER, that any check, draft, note or order drawn against
Company funds on deposit at a Bank shall be signed by, or bear a facsimile of a
signature of, any Authorized Signatory which signature or facsimile thereof
shall be duly certified to the Bank by the Secretary or any Assistant Secretary
of the Company, the Bank hereby is authorized and requested to honor and pay
each such check, draft, note or order so drawn and no check, draft, note or
order drawn against the Bank shall be valid unless so executed, except where
otherwise authorized.

RESOLVED FURTHER, that, by written, telephonic, electronic or oral
instructions to the Bank that comply with executed wire transfer security
agreements with the Bank and executed wire transfer procedural authorization
documents, any Authorized Signatory may authorize payment, transfer or
withdrawal of Company funds on deposit with the Bank by wire, or otherwise
without any written order being issued to the Bank with respect to such payment,
transfer or withdrawal of funds and the Bank hereby is authorized and directed
to honor any such request for payment, transfer or withdrawal of Company funds.

RESOLVED FURTHER, that the Secretary or any Assistant Secretary of the
Company is authorized and instructed to furnish to each Bank a written list of
Authorized Signatories, to give prompt written notice to each Bank of any change
of Authorized Signatories and to provide each Bank with a specimen of the manual
signature or a facsimile signature, or both, of each Authorized Signatory.

RESOLVED FURTHER, that the Secretary or any Assistant Secretary of the
Company is authorized and instructed to furnish to each Bank a certified copy of
each executed wire transfer security agreement with said Bank and each executed
wire transfer procedural authorization document signed by the President, the
Treasurer or any Assistant Treasurer, and any amendments thereto.

RESOLVED FURTHER, that the Secretary or any Assistant Secretary of the
Company is authorized and instructed to transmit certified copies of these
resolutions to each Bank and that each such Bank is authorized to rely upon such
certificate until advised of any changes therein by the Secretary or any
Assistant Secretary of the Company.

RESOLVED FURTHER, that in addition to the specific authorizations
heretofore conferred, the President, the Treasurer, any Assistant Treasurer, the
Secretary and any Assistant Secretary be, and each of them hereby is, authorized
and empowered to do or cause to be done any and all such further acts and
things, including the execution and delivery of any such further papers,
documents and

instruments as they may deem necessary or appropriate in order to complete and
carry into effect the intents and purposes of the foregoing resolutions.

RESOLVED FURTHER, that any acts or instruments of the kind mentioned in
these resolutions, heretofore done or executed by any of said officers on behalf
of the Company, are hereby adopted, ratified and confirmed.

/s/ Roy R. Hewitt                                      /s/ John A. Noer
-----------------------------                          -------------------------
Roy R. Hewitt                                          John A. Noer

/s/ David H. Peterson
-----------------------------
David H. Peterson

EXHIBIT 3.113

CERTIFICATE OF FORMATION
OF
ARTHUR KILL POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Arthur Kill
Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Arthur Kill Power LLC this 10th day of March 1999.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.114

CERTIFICATE OF FORMATION
OF
ASTORIA POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Astoria
Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Astoria Power LLC this 10th day of March 1999.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Authorized Person

CERTIFICATE OF AMENDMENT

OF

ASTORIA POWER LLC

1.       The name of the limited liability company is Astoria Power LLC

2.       The Certificate of Formation of the limited lability company
is hereby amended as follows: Astoria Gas Turbine Power LLC

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Astoria Power LLC this 23rd day of April, 1999.

/s/ Karin Wentz
--------------------------------
Karin Wentz
Authorized Person

EXHIBIT 3.115

CERTIFICATE OF FORMATION
OF
CONNECTICUT JET POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Connecticut
Jet Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer. The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Connecticut Jet Power LLC this 29th day of July, 1999.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.116

CERTIFICATE OF FORMATION
OF
DEVON POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Devon Power
LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Devon Power LLC this 29th day of July, 1999.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.117

CERTIFICATE OF FORMATION
OF
DUNKIRK POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Dunkirk
Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Dunkirk Power LLC this 10th day of March 1999.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.118

CERTIFICATE OF FORMATION
OF
HUNTLEY POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Huntley
Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Huntley Power LLC this 10th day of March 1999.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.119

CERTIFICATE OF FORMATION
OF
MIDDLETOWN POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Middletown
Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Middletown Power LLC this 29th day of July, 1999.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.120

CERTIFICATE OF FORMATION
OF
MONTVILLE POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Montville
Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Montville Power LLC this 29th day of July, 1999.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.121

CERTIFICATE OF FORMATION
OF
NORWALK POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Norwalk
Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Norwalk Power LLC this 29th day of July, 1999.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.122

CERTIFICATE OF FORMATION
OF
NRG NEW ROADS HOLDINGS LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NRG New
Roads Holdings LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Craig A. Mataczynski, NRG Energy, Inc., 1221
Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG New Roads Holdings LLC this 6th day of March, 2000.

/s/ Craig A. Mataczynski
--------------------------------
Craig A. Mataczynski
Authorized Person

EXHIBIT 3.123

CERTIFICATE OF FORMATION
OF
NRG NORTHEAST GENERATING LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NRG
Northeast Generating LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG Northeast Generating LLC this 10th day of March 1999.

/s/ Michael J. Young
--------------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.124

CERTIFICATE OF FORMATION
OF
NRG CENTRAL GENERATING LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NRG Central
Generating LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG Central Generating LLC this 12th day of January, 2000.

/s/ Michael J. Young
---------------------------
Michael J. Young
Authorized Person

CERTIFICATE OF AMENDMENT
OF
NRG CENTRAL GENERATING LLC

1.       The name of the limited liability company in NRG Central Generating
LLC.

2.       The Certificate of Formation of the limited liability company is
hereby amended as follows:

The name of the limited liability company is NRG SOUTH CENTRAL
GENERATING LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment
of NRG Central Generating LLC this 27th day of January, 2000.

/s/ Craig A. Mataczynski
--------------------------
Craig A. Mataczynski
Manager

EXHIBIT 3.125

CERTIFICATE OF FORMATION
OF
OSWEGO HARBOR POWER LLC

The undersigned, being a natural person 18 years of age or older and
(or the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Oswego
Harbor Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Karin M. Wentz, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Oswego Harbor Power LLC this 29th day of March 1999.

/s/ Karin M. Wentz
--------------------------------
Karin M. Wentz
Authorized Person

EXHIBIT 3.126

CERTIFICATE OF FORMATION
OF
SOMERSET POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation;

1.       Name: The name of the limited liability company is Somerset
Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer. The name and address of the sole organizer of the
limited liability company is John L. Seymour, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Somerset Power LLC this 17th day of November, 1998.

/s/ John L. Seymour
--------------------------------
John L. Seymour
Authorized Person

EXHIBIT 3.127

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
-------------------------,
A DELAWARE LIMITED LIABILITY COMPANY

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of
__________________ (this "Agreement"), dated as of December 5, 2003 is adopted
by, and executed and agreed to, for good and valuable consideration, by the sole
Member.

WHEREAS, the sole Member is party to the Limited Liability Company
Agreement dated as of July 30, 1999, as amended from time to time (the "Original
LLC Agreement"); and

WHEREAS, in connection with the confirmation of the plan of
reorganization of NRG Energy, Inc. and certain of its subsidiaries, the sole
Member desires to amend and restate the Original LLC Agreement.

ARTICLE I
DEFINITIONS

1.1. Definitions. As used in this Agreement, the following terms have
the following meanings:

"Act" means the Delaware Limited Liability Company Act and any
successor statute, as amended from time to time.

"Agreement" has the meaning given that term in the introductory
paragraph.

"Capital Contribution" means the aggregate contribution by a Member to
the capital of the Company.

"Certificate" has the meaning given that term in Section 2.1.

"Company" means __________________, a Delaware limited liability
company.

"Dispose," "Disposed," "Disposing" or "Disposition" means a sale,
assignment, transfer, exchange, mortgage, pledge, grant of a security interest
or other disposition or encumbrance (including, without limitation, by operation
of law) or the acts thereof.

"Incapacity" or "Incapacitated" means (a) with respect to a natural
person, the bankruptcy, death, incompetency or insanity of such person and (b)
with respect to any other Person, the bankruptcy, liquidation, dissolution or
termination of such Person.

"Majority Members" means Members holding a majority of the Units owned
by all Members or if there is only one Member, such Member.

"Member" means any Person executing this Agreement as of the date of
this Agreement as a member or hereafter admitted to the Company as a member as
provided in this Agreement, but does not include any Person who has ceased to be
a member of the Company.

"Original LLC Agreement" has the meaning given such term in the
recitals.

"Person" means a natural person, partnership (whether general or
limited), limited liability company, trust, estate, association, corporation,
custodian, nominee or any other individual or entity in its own or any
representative capacity.

"Proceeding" has the meaning given such term in Section 5.1.

"Units" means the units of each Member representing such Member's
interest in the income, gains, losses, deductions and expenses of the Company as
set forth on Schedule A hereto, as amended from time to time in accordance with
the terms of this Agreement.

1.2. Construction. Whenever the context requires, the gender of all
words used in this Agreement includes the masculine, feminine and neuter. All
references to Articles and Sections refer to articles and sections of this
Agreement, and all references to Schedules are to Schedules attached hereto,
each of which is made a part hereof for all purposes.

ARTICLE II
ORGANIZATION

2.1. Formation. The Company has been organized as a Delaware limited
liability company by the filing of a Amended and Restated Certificate of
Formation (the "Certificate") under and pursuant to the Act.

2.2. Name. The name of the Company is "__________________," and all
Company business shall be conducted in that name or such other names that comply
with applicable law as the Majority Members may select from time to time.

2.3. Registered Office; Registered Agent; Principal Office; Other
Offices. The registered office of the Company required by the Act to be
maintained in the State of Delaware shall be the office of the initial
registered agent named in the Certificate or such other office (which need not
be a place of business of the Company) as the Majority Members may designate
from time to time in the manner provided by law. The registered agent of the
Company in the State of Delaware shall be the initial registered agent named in
the Certificate or such other Person or Persons as the Majority Members may
designate from time to time in the manner provided by law. The principal office
of the Company shall be at such place as the Majority Members may designate from
time to time, which need not be in the State of Delaware.

2.4. Purposes. The purposes of the Company are to engage in any
business or activity that is not prohibited by the Act or the laws of the
jurisdictions in which the Company engages in such business or activity.

2.5. Foreign Qualification. Prior to the Company's conducting business
in any jurisdiction other than Delaware, the Majority Members shall cause the
Company to comply, to 

-2-

the extent procedures are available and those matters are reasonably within the
control of the Majority Members, with all requirements necessary to qualify the
Company as a foreign limited liability company in that jurisdiction.

2.6. Term. The term of the Company commenced on the date the original
certificate of formation was filed with the office of the Secretary of State of
Delaware and shall continue in existence until termination and dissolution
thereof as determined under Section 8.1 of this Agreement.

2.7. No State-Law Partnership. The Members intend that the Company not
be a partnership (including, without limitation, a limited partnership) or joint
venture, and that no Member be a partner or joint venturer of any other Member,
for any purposes other than federal and, if applicable, state tax purposes, and
this Agreement shall not be construed to suggest otherwise. The Members intend
that the Company shall be treated as a partnership for federal and, if
applicable, state income tax purposes, and each Member and the Company shall
file all tax returns and shall otherwise take all tax and financial reporting
positions in a manner consistent with such treatment.

2.8. Unit Certificates; Applicability of Article 8 of UCC. The number
of authorized Units shall initially be one thousand (1,000). Units may be
represented by one or more certificates in such form as the Majority Members may
from time to time approve, shall be recorded in a register thereof maintained by
the Company, and shall be subject to such rules for the issuance thereof as the
Majority Members may from time to time determine. Units shall be subject to the
provisions of Article 8 of the Uniform Commercial Code as may be applicable from
time to time.

ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS

3.1. Members.

(a) The names, residence, business or mailing addresses and the
Units of the Members are set forth in Schedule A, as amended from time to time
in accordance with the terms of this Agreement.

(b) No Member, as such, shall be required to lend any funds to
the Company or to make any additional contribution of capital to the Company,
except as otherwise required by applicable law or by this Agreement. Any Member
may, with the approval of the Majority Members, make loans to the Company, and
any loan by a Member to the Company shall not be considered to be a Capital
Contribution.

(c) Each Member shall execute a counterpart of this Agreement,
and when a Person is admitted as a Member, such Person shall execute a
counterpart of this Agreement and such Person shall be listed as a Member on
Schedule A with such Member's address and Units.

3.2. Liability of Members. Except as otherwise required by applicable
law and as explicitly set forth in this Agreement, no Member shall have any
personal liability whatsoever in its capacity as a Member, whether to the
Company, to any of the Members, to the creditors of the

-3-

Company or to any other third party, for the debts, liabilities, commitments or
any other obligations of the Company or for any losses of the Company, and
therefore, a Member shall be liable only to make Capital Contributions to the
Company and the other payments as provided herein. To the extent that, at law or
in equity, a Member or other Person has duties (including fiduciary duties) and
liabilities relating thereto to the Company or another Person, such Member or
other Person acting in accordance with this Agreement shall not be liable to the
Company or any other Member for its good faith reliance on the provisions of
this Agreement.

3.3. Member Units. Each Member's interest in the Company, including
such Member's interest in income, gains, losses, deductions and expenses of the
Company and the right to vote on certain matters as provided in this Agreement,
shall be represented by the Units owned by such Member.

3.4. Issuance of Additional Units and Interests. The Majority Members
shall have the right to cause the Company to create and issue or sell: (i)
additional Units or other interests in the Company (including other classes or
series thereof having different rights), (ii) obligations, evidences of
indebtedness or other securities or interests convertible or exchangeable into
Units or other interests in the Company and (iii) warrants, options or other
rights to purchase or otherwise acquire Units or other interests in the Company.
Upon the acquisition of any Units or other interests in the Company by a Person
who is not a Member, such Person shall execute and deliver a counterpart of this
Agreement and shall become a Member hereunder, and Schedule A hereto shall be
amended to reflect such issuance and new Member.

3.5. Distributions. Subject to the provision of Section 18-607 of the
Act, the Majority Members shall have sole discretion regarding the amounts and
timing of distributions to Members, in each case subject to the retention of, or
payment to third parties of, such funds as it deems necessary with respect to
the reasonable business needs of the Company which shall include (but not by way
of limitation) the payment or the making of provision for the payment when due
of Company obligations, including the payment of any management or
administrative fees and expenses or any other obligations.

ARTICLE IV
MANAGEMENT

4.1. Management by the Members. The powers of the Company shall be
exercised by or under the authority of, and the business and affairs of the
Company shall be managed under the direction of, the Majority Members, and the
Majority Members shall make all decisions and take all actions for the Company.

4.2. Actions by Members; Delegation of Authority and Duties.

(a) In managing the business and affairs of the Company and
exercising its powers, the Majority Members shall act through (i) meetings and
written consents pursuant to Sections 4.3 and 4.4, and (ii) any Person to whom
authority and duties have been delegated pursuant to Section 4.2(b).

(b) The Majority Members may, from time to time, delegate to one
or more Persons such authority and duties as the Majority Members may deem
advisable. In addition, the

-4-

Majority Members may assign titles (including, without limitation, chairman,
chief executive officer, president, vice president, secretary, assistant
secretary, treasurer and assistant treasurer) to any such Persons and delegate
to such other individuals certain authority and duties. Any number of titles may
be held by the same individual. Any delegation pursuant to this Section 4.2(b)
may be revoked at any time by the Majority Members.

4.3. Meetings.

(a) The Majority Members shall constitute a quorum for the
transaction of business of the Company, and except as otherwise provided in this
Agreement, the act of the Majority Members present at a meeting of the Members
at which a quorum is present shall be the act of the Members.

(b) Meetings of the Members may be held at such place or places
as shall be determined from time to time by resolution of the Majority Members.
At all meetings of the Members, business shall be transacted in such order as
shall from time to time be determined by resolution of the Majority Members.
Regular meetings of the Members shall be held at such times and places as shall
be designated from time to time by resolution of the Majority Members. Notice of
such meetings shall not be required. Special meetings of the Members may be
called by the Majority Members, and notice of such meeting need not state the
purpose or purposes of, nor the business to be transacted at, such meeting,
except as may otherwise be required by law.

4.4. Action by Written Consent or Telephone Conference. Any action
permitted or required by the Act, the Certificate or this Agreement to be taken
at a meeting of the Members may be taken without a meeting if a consent in
writing, setting forth the action to be taken, is signed by the Majority
Members. Such consent shall have the same force and effect as a unanimous vote
at a meeting and may be stated as such in any document or instrument filed with
the Secretary of State of Delaware, and the execution of such consent shall
constitute attendance or presence in person at a meeting of the Members. Subject
to the requirements of the Act, the Certificate or this Agreement for notice of
meetings, unless otherwise restricted by the Certificate, the Members may
participate in and hold a meeting by means of a telephone conference or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such meeting shall constitute
attendance and presence in person at such meeting.

4.5. Conflicts of Interest. Each Member and officer of the Company at
any time and from time to time may engage in and own interests in other business
ventures of any and every type and description, independently or with others
(including ones in competition with the Company) with no obligation to offer to
the Company or any other Member or officer the right to participate therein. The
Company may transact business with any Member, officer or affiliate thereof;
provided that the terms of those transactions are no less favorable than those
the Company could obtain from unrelated third parties.

4.6. Officers.

(a) The Majority Members may, from time to time, designate one or
more persons to be officers of the Company. No officer need be a resident of the
State of Delaware, or 

-5-

a Member. Any officers so designated shall have such authority and perform such
duties as the Majority Members may, from time to time, delegate to them. The
Majority Members may assign titles to particular officers. Unless the Majority
Members otherwise decides, if the title is one commonly used for officers of a
corporation, the assignment of such title shall constitute the delegation to
such officer of the authority and duties that are normally associated with that
office of a corporation. Each officer shall hold office until his successor
shall be duly designated and shall qualify or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided. Any number
of offices may be held by the same individual. The salaries or other
compensation, if any, of the officers and agents of the Company shall be fixed
from time to time by the Majority Members.

(b) Any officer may resign as such at any time. Such resignation
shall be made in writing and shall take effect at the time specified therein, or
if no time be specified, at the time of its receipt by the Majority Members. Any
officer may be removed as such, either with or without cause, by the Majority
Members. Designation of an officer shall not of itself create contract rights.
Any vacancy occurring in any office of the Company may be filled by the Majority
Members.

ARTICLE V
INDEMNIFICATION

5.1. Right to Indemnification. Subject to the limitations and
conditions as provided in this ARTICLE V, each Person who was or is made a party
or is threatened to be made a party to or is otherwise involved (including
involvement as a witness) in any action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative (hereinafter a
"Proceeding"), by reason of the fact that he or she is or was a Member or
officer of the Company or while a Member or officer of the Company is or was
serving at the request of the Company as a director, officer, employee, partner,
member, manager, trustee, fiduciary or agent of another foreign or domestic
limited liability company, corporation, partnership, joint venture or other
entity or enterprise, may be indemnified and held harmless by the Company to the
fullest extent permitted by the Act, as the same exists or may hereafter be
amended, against all expense, liability and loss (including attorney's fees,
judgments, fines, excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such Person in connection with such
Proceeding; provided that such Person acted in good faith and in a manner such
Person reasonably believed to be in, or not opposed to, the best interests of
the Company, and indemnification under this ARTICLE V shall continue as to a
Person who has ceased to serve in the capacity which initially entitled such
Person to indemnity hereunder. If the Company elects to provide indemnification
hereunder, such rights granted pursuant to this ARTICLE V shall be a contract
right, and no amendment, modification or repeal of this ARTICLE V shall
adversely affect such rights of any Member or officer in respect of any act,
omission or condition existing or event or circumstance occurring prior to the
time of such amendment, repeal or modification. It is expressly acknowledged
that the indemnification provided in this ARTICLE V could involve
indemnification for negligence or under theories of strict liability.

5.2. Advance Payment. The right to indemnification conferred in this
ARTICLE V may include the right to be paid or reimbursed by the Company the
reasonable expenses incurred by a Person of the type entitled to be indemnified
under Section 5.1 who was, is or is threatened 

-6-

to be made a named defendant or respondent in a Proceeding in advance of the
final disposition of the Proceeding and without any determination as to the
Person's ultimate entitlement to indemnification; provided, however, that the
payment of such expenses incurred by any such Person in advance of the final
disposition of a Proceeding shall be made only upon delivery to the Company of a
written affirmation by such Person of a good faith belief that such Person has
met the standard of conduct necessary for indemnification under this ARTICLE V
and a written undertaking, by or on behalf of such Person, to repay all amounts
so advanced if it shall ultimately be determined that such indemnified Person is
not entitled to be indemnified under this ARTICLE V or otherwise.

5.3. Indemnification of Employees and Agents. The Company may indemnify
and advance expenses to an employee or agent of the Company to the same extent
and subject to the same conditions under which it may indemnify and advance
expenses to Persons who are not or were not Members or officers of the Company
but who are or were serving at the request of the Company as a manager,
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another foreign or domestic limited liability company,
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise against any liability asserted against him and
incurred by him in such a capacity or arising out of his status as such a Person
to the same extent that it may indemnify and advance expenses to Members and
officers under this ARTICLE V.

5.4. Appearance as a Witness. Notwithstanding any other provision of
this ARTICLE V, the Company may pay or reimburse expenses incurred by a Members
or officer in connection with his appearance as a witness or other participation
in a Proceeding at a time when such Person is not a named defendant or
respondent in the Proceeding.

5.5. Nonexclusivity of Rights. The right to indemnification and the
advancement and payment of expenses conferred in this ARTICLE V shall not be
exclusive of any other right which a Member, officer or other Person indemnified
pursuant to Section 5.3 may have or hereafter acquire under any law (common or
statutory), provision of the Certificate or this Agreement, vote of Members or
otherwise.

5.6. Insurance. The Company may purchase and maintain insurance, at its
expense, to protect itself and any Person who is or was serving as a Member,
officer or agent of the Company or is or was serving at the request of the
Company as a manager, director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic limited
ability company, corporation, partnership, joint venture, sole proprietorship,
trust, employee benefit plan or other enterprise against any expense, liability
or loss, whether or not the Company would have the power to indemnify such
Person against such expense, liability or loss under this ARTICLE V.

5.7. Savings Clause. If this ARTICLE V or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify and hold harmless each Member or any other
Person indemnified pursuant to this ARTICLE V as to costs, charges and expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative to the full extent permitted by any applicable
portion of this 

-7-

ARTICLE V that shall not have been invalidated and to the fullest extent
permitted by applicable law.

5.8. Waiver of Fiduciary Duties. The provisions of this Agreement to
the extent that they expand or restrict the duties (including fiduciary duties)
and liabilities of any Member or other Person bound hereby otherwise existing at
law or in equity are agreed by the Members and such other Persons to expand or
restrict such duties and liabilities of such Member or other Person. Whenever in
this Agreement a Member is permitted to make a decision in its "sole discretion"
or in its "discretion," a Member shall be entitled to consider only such
interests and factors as it desires, including its own interests, and shall to
the fullest extent permitted by applicable law, have no duty or obligation to
give any consideration to any interest of or factors affecting the Company or
any other Member. Any such decision shall be final and binding.

ARTICLE VI
TAXES AND BOOKS

6.1. Tax Returns. The Majority Members shall cause to be prepared and
filed all necessary federal and state income tax returns for the Company,
including making any elections the Majority Members may deem appropriate and in
the best interests of the Members.

6.2. Books. The Company shall keep books and records of accounts and
shall keep minutes of the proceedings of its Members. The calendar year shall be
the accounting year of the Company.

ARTICLE VII
TRANSFERS

7.1. Assignment by Members. No Member shall sell, assign or transfer,
or offer to sell, assign or transfer or otherwise Dispose of all or any part of
such Member's Units or other interests in the Company (whether voluntarily or
involuntarily) without the prior written consent of the Majority Members.

7.2. Void Assignment. Any sale, exchange or other transfer by any
Member of any Units or other interests in the Company in contravention of this
Agreement shall be void and ineffectual and shall not bind or be recognized by
the Company or any other party.

7.3. Substituted Member.

(a) An assignee of any Units or other interests in the Company of
a Member, or any portion thereof, shall become a substituted Member entitled to
all the rights of a Member if and only if the assignor gives the assignee such
right.

(b) Upon the admission of a substituted Member, Schedule A
attached hereto shall be amended to reflect the name, address and Units and
other interests in the Company of such substituted Member and to eliminate the
name and address of and other information relating to the assigning Member with
regard to the assigned Units and other interests in the Company.

-8-

7.4. Effect of Assignment.

(a) Any Member who shall assign any Units or other interest in
the Company shall cease to be a Member of the Company with respect to such Units
or other interest and shall no longer have any rights or privileges of a Member
with respect to such Units or other interest.

(b) Any Person who acquires in any manner whatsoever any Units or
other interest in the Company, irrespective of whether such Person has accepted
and adopted in writing the terms and provisions of this Agreement, shall be
deemed by the acceptance of the benefits of the acquisition thereof to have
agreed to be subject to and bound by all the terms and conditions of this
Agreement that any predecessor in such Units or other interest in the Company of
such Person was subject to or by which such predecessor was bound.

7.5. Effect of Incapacity. Except as otherwise provided herein, the
Incapacity of a Member shall not dissolve or terminate the Company. In the event
of such Incapacity, the executor, administrator, guardian, trustee or other
personal representative of the Incapacitated Member shall be deemed to be the
assignee of such Member's Units or other interests in the Company and may,
subject to Section 7.1, become a substituted Member upon the terms and
conditions set forth in Section 7.3.

ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION

8.1. Dissolution. The Company shall be dissolved and its affairs shall
be wound up on the first to occur of the following:

(a) the written consent of the Majority Members; and

(b) the entry of a decree of judicial dissolution of the Company
under Section 18-802 of the Act.

8.2. Liquidation and Termination. On dissolution of the Company, the
Majority Members may appoint one or more Members as liquidator. The liquidators
shall proceed diligently to wind up the affairs of the Company and make final
distributions as provided herein and in the Act. The costs of liquidation shall
be borne as a Company expense. Until final distribution, the liquidators shall
continue to operate the Company properties with all of the power and authority
of the Members. The steps to be accomplished by the liquidators are as follows:

(a) the liquidator shall pay, satisfy or discharge from
Company funds all of the debts, liabilities and obligations of the
Company (including, without limitation, all expenses incurred in
liquidation) or otherwise make adequate provision for payment and
discharge thereof; and

(b) all remaining assets of the Company shall be distributed
to the Members in accordance with Section 3.5 by the end of the taxable
year of the Company during which the liquidation of the Company occurs
(or, if later, 90 days after the date of the liquidation).

-9-

All distributions in kind to the Members shall be made subject to the liability
of each distributee for costs, expenses and liabilities theretofore incurred or
for which the Company has committed prior to the date of termination, and those
costs, expenses and liabilities shall be allocated to the distributees pursuant
to this Section 8.2. The distribution of cash and/or property to a Member in
accordance with the provisions of this Section 8.2 constitutes a complete return
to the Member of its Capital Contributions and a complete distribution to the
Member of its interest in the Company and all of the Company's property and
constitutes a compromise to which all Members have consented within the meaning
of the Act. To the extent that a Member returns funds to the Company, it has no
claim against any other Member for those funds.

8.3. Cancellation of Certificate. On completion of the distribution of
Company assets as provided herein, the Company shall be terminated, and the
Majority Members (or such other Person or Persons as the Act may require or
permit) shall file a certificate of cancellation with the Secretary of State of
Delaware, cancel any other filings made pursuant to Section 2.5 and take such
other actions as may be necessary to terminate the Company.

ARTICLE IX
GENERAL PROVISIONS

9.1. Notices. Except as expressly set forth to the contrary in this
Agreement, all notices, requests, or consents provided for or permitted to be
given under this Agreement must be in writing and must be given either by
depositing that writing in the United States mail, addressed to the recipient,
postage paid, and registered or certified with return receipt requested or by
delivering that writing to the recipient in person, by courier, or by facsimile
transmission; and a notice, request, or consent given under this Agreement is
effective on receipt by the Person to receive it. All notices, requests, and
consents to be sent to a Member must be sent to or made at the address given for
that Member on Schedule A, or such other address as that Member may specify by
notice to the other Members. Whenever any notice is required to be given by law,
the Certificate or this Agreement, a written waiver thereof, signed by the
Person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.

9.2. Entire Agreement. This Agreement constitutes the entire agreement
of the Members and their affiliates relating to the Company and supersedes all
prior contracts or agreements among the Members with respect to the Company,
whether oral or written.

9.3. Effect of Waiver or Consent. A waiver or consent, express or
implied, to or of any breach or default by any Person in the performance by that
Person of its obligations with respect to the Company is not a consent or waiver
to or of any other breach or default in the performance by that Person of the
same or any other obligations of that Person with respect to the Company.
Failure on the part of a Person to complain of any act of any Person or to
declare any Person in default with respect to the Company, irrespective of how
long that failure continues, does not constitute a waiver by that Person of its
rights with respect to that default until the applicable statute-of-limitations
period has run.

9.4. Amendment or Modification. This Agreement may be amended or
modified from time to time only by a written instrument executed and agreed to
by the Majority Members.

-10-

9.5. Binding Effect. Subject to the restrictions on Dispositions set
forth in this Agreement, this Agreement is binding on and inure to the benefit
of the Members and their respective heirs, legal representatives, successors and
permitted assigns.

9.6. Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE,
EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE
OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the
event of a direct conflict between the provisions of this Agreement and any
provision of the Certificate or any mandatory provision of the Act, the
applicable provision of the Certificate or the Act shall control. If any
provision of this Agreement or the application thereof to any Person or
circumstance is held invalid or unenforceable to any extent, the remainder of
this Agreement and the application of that provision to other Persons or
circumstances is not affected thereby and that provision shall be enforced to
the greatest extent permitted by law.

9.7. Counterparts. This Agreement may be executed in multiple
counterparts with the same effect as if all signing parties had signed the same
document. All counterparts shall be construed together and constitute the same
instrument.

* * * * * *

-11-

IN WITNESS WHEREOF, the sole Member has executed this Agreement as of
the date first set forth above.

SOLE MEMBER:

-------------------------

By:
-----------------------------------
Name:
Title:

SCHEDULE A

MEMBERS                                  UNITS
-------                                  -----

_________________                             1,000

------
TOTAL                                                     1,000

A-1

EXHIBIT 3.128

CERTIFICATE OF FORMATION
OF
COMMONWEALTH ATLANTIC POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is
Commonwealth Atlantic Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Karin M. Wentz, NRG Energy, Inc., 901 Marquette
Avenue, Suite 2300, Minneapolis, Minnesota 55402.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Commonwealth Atlantic Power LLC this 16th day of July, 2001.

/s/ Karin M. Wentz
-------------------------------
Karin M. Wentz
Authorized Person

EXHIBIT 3.129

CERTIFICATE OF FORMATION
OF
CONEMAUGH POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Conemaugh
Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Conemaugh Power LLC this 8th day of May, 2000.

/s/ Michael J. Young
-------------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.130

CERTIFICATE OF FORMATION
OF
INDIAN RIVER POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Indian
River Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Indian River Power LLC this 8th day of May, 2000.

/s/ Michael J. Young
-------------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.131

CERTIFICATE OF FORMATION
OF
KEYSTONE POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Keystone
Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Keystone Power LLC this 8th day of May, 2000.

/s/ Michael J. Young
-------------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.132

CERTIFICATE OF FORMATION
OF
MIDATLANTIC GENERATION HOLDING LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is MidAtlantic
Generation Holding LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Karin M. Wentz, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of MidAtlantic Generation Holding LLC this 15th day of August, 2000.

/s/ Karin M. Wentz
-------------------------------
Karin M. Wentz
Authorized Person

EXHIBIT 3.133

CERTIFICATE OF FORMATION
OF
NRG MIDATLANTIC LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NRG
MidAtlantic LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Karin M. Wentz, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG MidAtlantic LLC this 15th day of August, 2000.

/s/ Karin M. Wentz
-------------------------------
Karin M. Wentz
Authorized Person

EXHIBIT 3.134

CERTIFICATE OF FORMATION
OF
NRG ROCKY ROAD LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is NRG Rocky
Road LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of NRG Rocky Road LLC this 4th day of October, 1999.

/s/ Michael J. Young
-------------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.135

CERTIFICATE OF FORMATION
OF
SAGUARO POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Saguaro
Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Karin M. Wentz, NRG Energy, Inc., 901 Marquette
Avenue, Suite 2300, Minneapolis, Minnesota 55402.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Saguaro Power LLC this 16th day of July, 2001.

/s/ Karin M. Wentz
-------------------------------
Karin M. Wentz
Authorized Person

EXHIBIT 3.136

CERTIFICATE OF FORMATION
OF
VIENNA POWER LLC

The undersigned, being a natural person 18 years of age or older and
for the purpose of forming a limited liability company for general business
purposes under the Delaware Limited Liability Act, hereby adopts the following
Certificate of Formation:

1.       Name: The name of the limited liability company is Vienna
Power LLC.

2.       Registered Office: The address of the registered office of the
limited liability company is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered agent
at such address is The Corporation Trust Company.

3.       Organizer: The name and address of the sole organizer of the
limited liability company is Michael J. Young, NRG Energy, Inc., 1221 Nicollet
Mall, Suite 700, Minneapolis, Minnesota 55403-2445.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Vienna Power LLC this 8th day of May, 2000.

/s/ Michael J. Young
-------------------------------
Michael J. Young
Authorized Person

EXHIBIT 3.137

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
____________________________________,
A DELAWARE LIMITED LIABILITY COMPANY

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of
______________________ (this "Agreement"), dated as of December 24, 2003 is
adopted by, and executed and agreed to, for good and valuable consideration, by
the sole Member.

WHEREAS, the sole Member is party to the Limited Liability Company
Agreement dated as of July 16, 2001, as amended from time to time (the "Original
LLC Agreement"); and

WHEREAS, the sole Member and the Independent Member (as such term is
defined in the Original LLC Agreement) have agreed to the amendment and
restatement of the Original LLC Agreement in accordance with the terms of the
Original LLC Agreement pursuant to the unanimous written consent of the sole
Member and the Independent Member dated as of December 16, 2003.

ARTICLE I
DEFINITIONS

1.1. Definitions. As used in this Agreement, the following terms have
the following meanings:

"Act" means the Delaware Limited Liability Company Act and any
successor statute, as amended from time to time.

"Agreement" has the meaning given that term in the introductory
paragraph.

"Capital Contribution" means the aggregate contribution by a Member to
the capital of the Company.

"Certificate" has the meaning given that term in Section 2.1.

"Company" means ______________________, a Delaware limited liability
company.

"Dispose," "Disposed," "Disposing" or "Disposition" means a sale,
assignment, transfer, exchange, mortgage, pledge, grant of a security interest
or other disposition or encumbrance (including, without limitation, by operation
of law) or the acts thereof.

"Incapacity" or "Incapacitated" means (a) with respect to a natural
person, the bankruptcy, death, incompetency or insanity of such person and (b)
with respect to any other Person, the bankruptcy, liquidation, dissolution or
termination of such Person.

"Majority Members" means Members holding a majority of the Units owned
by all Members or if there is only one Member, such Member.

"Member" means any Person executing this Agreement as of the date of
this Agreement as a member or hereafter admitted to the Company as a member as
provided in this Agreement, but does not include any Person who has ceased to be
a member of the Company.

"Original LLC Agreement" has the meaning given such term in the
recitals.

"Person" means a natural person, partnership (whether general or
limited), limited liability company, trust, estate, association, corporation,
custodian, nominee or any other individual or entity in its own or any
representative capacity.

"Proceeding" has the meaning given such term in Section 5.1.

"Units" means the units of each Member representing such Member's
interest in the income, gains, losses, deductions and expenses of the Company as
set forth on Schedule A hereto, as amended from time to time in accordance with
the terms of this Agreement.

1.2. Construction. Whenever the context requires, the gender of all
words used in this Agreement includes the masculine, feminine and neuter. All
references to Articles and Sections refer to articles and sections of this
Agreement, and all references to Schedules are to Schedules attached hereto,
each of which is made a part hereof for all purposes.

ARTICLE II
ORGANIZATION

2.1. Formation. The Company has been organized as a Delaware limited
liability company by the filing of a Amended and Restated Certificate of
Formation (the "Certificate") under and pursuant to the Act. 

2.2. Name. The name of the Company is "______________________," and all
Company business shall be conducted in that name or such other names that comply
with applicable law as the Majority Members may select from time to time.

2.3. Registered Office; Registered Agent; Principal Office; Other
Offices. The registered office of the Company required by the Act to be
maintained in the State of Delaware shall be the office of the initial
registered agent named in the Certificate or such other office (which need not
be a place of business of the Company) as the Majority Members may designate
from time to time in the manner provided by law. The registered agent of the
Company in the State of Delaware shall be the initial registered agent named in
the Certificate or such other Person or Persons as the Majority Members may
designate from time to time in the manner provided by law. The principal office
of the Company shall be at such place as the Majority Members may designate from
time to time, which need not be in the State of Delaware.

2.4. Purposes. The purposes of the Company are to engage in any
business or activity that is not prohibited by the Act or the laws of the
jurisdictions in which the Company engages in such business or activity.

2.5. Foreign Qualification. Prior to the Company's conducting business
in any jurisdiction other than Delaware, the Majority Members shall cause the
Company to comply, to 

-2-

the extent procedures are available and those matters are reasonably within the
control of the Majority Members, with all requirements necessary to qualify the
Company as a foreign limited liability company in that jurisdiction.

2.6. Term. The term of the Company commenced on the date the original
certificate of formation was filed with the office of the Secretary of State of
Delaware and shall continue in existence until termination and dissolution
thereof as determined under Section 8.1 of this Agreement.

2.7. No State-Law Partnership. The Members intend that the Company not
be a partnership (including, without limitation, a limited partnership) or joint
venture, and that no Member be a partner or joint venturer of any other Member,
for any purposes other than federal and, if applicable, state tax purposes, and
this Agreement shall not be construed to suggest otherwise. The Members intend
that the Company shall be treated as a partnership for federal and, if
applicable, state income tax purposes, and each Member and the Company shall
file all tax returns and shall otherwise take all tax and financial reporting
positions in a manner consistent with such treatment.

2.8. Unit Certificates; Applicability of Article 8 of UCC. The number
of authorized Units shall initially be one thousand (1,000). Units may be
represented by one or more certificates in such form as the Majority Members may
from time to time approve, shall be recorded in a register thereof maintained by
the Company, and shall be subject to such rules for the issuance thereof as the
Majority Members may from time to time determine. Units shall be subject to the
provisions of Article 8 of the Uniform Commercial Code as may be applicable from
time to time.

ARTICLE III
MEMBERS, UNITS AND DISTRIBUTIONS

3.1. Members.

(a) The names, residence, business or mailing addresses and
the Units of the Members are set forth in Schedule A, as amended from time to
time in accordance with the terms of this Agreement.

(b) No Member, as such, shall be required to lend any funds to
the Company or to make any additional contribution of capital to the Company,
except as otherwise required by applicable law or by this Agreement. Any Member
may, with the approval of the Majority Members, make loans to the Company, and
any loan by a Member to the Company shall not be considered to be a Capital
Contribution.

(c) Each Member shall execute a counterpart of this Agreement,
and when a Person is admitted as a Member, such Person shall execute a
counterpart of this Agreement and such Person shall be listed as a Member on
Schedule A with such Member's address and Units.

3.2. Liability of Members. Except as otherwise required by applicable
law and as explicitly set forth in this Agreement, no Member shall have any
personal liability whatsoever in its capacity as a Member, whether to the
Company, to any of the Members, to the creditors of the Company or to any other
third party, for the debts, liabilities, commitments or any other 

-3-

obligations of the Company or for any losses of the Company, and therefore, a
Member shall be liable only to make Capital Contributions to the Company and the
other payments as provided herein. To the extent that, at law or in equity, a
Member or other Person has duties (including fiduciary duties) and liabilities
relating thereto to the Company or another Person, such Member or other Person
acting in accordance with this Agreement shall not be liable to the Company or
any other Member for its good faith reliance on the provisions of this
Agreement.

3.3. Member Units. Each Member's interest in the Company, including
such Member's interest in income, gains, losses, deductions and expenses of the
Company and the right to vote on certain matters as provided in this Agreement,
shall be represented by the Units owned by such Member.

3.4. Issuance of Additional Units and Interests. The Majority Members
shall have the right to cause the Company to create and issue or sell: (i)
additional Units or other interests in the Company (including other classes or
series thereof having different rights), (ii) obligations, evidences of
indebtedness or other securities or interests convertible or exchangeable into
Units or other interests in the Company and (iii) warrants, options or other
rights to purchase or otherwise acquire Units or other interests in the Company.
Upon the acquisition of any Units or other interests in the Company by a Person
who is not a Member, such Person shall execute and deliver a counterpart of this
Agreement and shall become a Member hereunder, and Schedule A hereto shall be
amended to reflect such issuance and new Member.

3.5. Distributions. Subject to the provision of Section 18-607 of the
Act, the Majority Members shall have sole discretion regarding the amounts and
timing of distributions to Members, in each case subject to the retention of, or
payment to third parties of, such funds as it deems necessary with respect to
the reasonable business needs of the Company which shall include (but not by way
of limitation) the payment or the making of provision for the payment when due
of Company obligations, including the payment of any management or
administrative fees and expenses or any other obligations.

ARTICLE IV
MANAGEMENT

4.1. Management by the Members. The powers of the Company shall be
exercised by or under the authority of, and the business and affairs of the
Company shall be managed under the direction of, the Majority Members, and the
Majority Members shall make all decisions and take all actions for the Company.

4.2. Actions by Members; Delegation of Authority and Duties.

(a) In managing the business and affairs of the Company and
exercising its powers, the Majority Members shall act through (i) meetings and
written consents pursuant to Sections 4.3 and 4.4, and (ii) any Person to whom
authority and duties have been delegated pursuant to Section 4.2(b).

(b) The Majority Members may, from time to time, delegate to
one or more Persons such authority and duties as the Majority Members may deem
advisable. In addition, the Majority Members may assign titles (including,
without limitation, chairman, chief executive 

-4-

officer, president, vice president, secretary, assistant secretary, treasurer
and assistant treasurer) to any such Persons and delegate to such other
individuals certain authority and duties. Any number of titles may be held by
the same individual. Any delegation pursuant to this Section 4.2(b) may be
revoked at any time by the Majority Members.

4.3. Meetings.

(a) The Majority Members shall constitute a quorum for the
transaction of business of the Company, and except as otherwise provided in this
Agreement, the act of the Majority Members present at a meeting of the Members
at which a quorum is present shall be the act of the Members.

(b) Meetings of the Members may be held at such place or
places as shall be determined from time to time by resolution of the Majority
Members. At all meetings of the Members, business shall be transacted in such
order as shall from time to time be determined by resolution of the Majority
Members. Regular meetings of the Members shall be held at such times and places
as shall be designated from time to time by resolution of the Majority Members.
Notice of such meetings shall not be required. Special meetings of the Members
may be called by the Majority Members, and notice of such meeting need not state
the purpose or purposes of, nor the business to be transacted at, such meeting,
except as may otherwise be required by law.

4.4. Action by Written Consent or Telephone Conference. Any action
permitted or required by the Act, the Certificate or this Agreement to be taken
at a meeting of the Members may be taken without a meeting if a consent in
writing, setting forth the action to be taken, is signed by the Majority
Members. Such consent shall have the same force and effect as a unanimous vote
at a meeting and may be stated as such in any document or instrument filed with
the Secretary of State of Delaware, and the execution of such consent shall
constitute attendance or presence in person at a meeting of the Members. Subject
to the requirements of the Act, the Certificate or this Agreement for notice of
meetings, unless otherwise restricted by the Certificate, the Members may
participate in and hold a meeting by means of a telephone conference or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such meeting shall constitute
attendance and presence in person at such meeting.

4.5. Conflicts of Interest. Each Member and officer of the Company at
any time and from time to time may engage in and own interests in other business
ventures of any and every type and description, independently or with others
(including ones in competition with the Company) with no obligation to offer to
the Company or any other Member or officer the right to participate therein. The
Company may transact business with any Member, officer or affiliate thereof;
provided that the terms of those transactions are no less favorable than those
the Company could obtain from unrelated third parties.

4.6. Officers.

(a) The Majority Members may, from time to time, designate one
or more persons to be officers of the Company. No officer need be a resident of
the State of Delaware, or a Member. Any officers so designated shall have such
authority and perform such duties as the 

-5-

Majority Members may, from time to time, delegate to them. The Majority Members
may assign titles to particular officers. Unless the Majority Members otherwise
decides, if the title is one commonly used for officers of a corporation, the
assignment of such title shall constitute the delegation to such officer of the
authority and duties that are normally associated with that office of a
corporation. Each officer shall hold office until his successor shall be duly
designated and shall qualify or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided. Any number of
offices may be held by the same individual. The salaries or other compensation,
if any, of the officers and agents of the Company shall be fixed from time to
time by the Majority Members.

(b) Any officer may resign as such at any time. Such
resignation shall be made in writing and shall take effect at the time specified
therein, or if no time be specified, at the time of its receipt by the Majority
Members. Any officer may be removed as such, either with or without cause, by
the Majority Members. Designation of an officer shall not of itself create
contract rights. Any vacancy occurring in any office of the Company may be
filled by the Majority Members.

ARTICLE V
INDEMNIFICATION

5.1. Right to Indemnification. Subject to the limitations and
conditions as provided in this ARTICLE V, each Person who was or is made a party
or is threatened to be made a party to or is otherwise involved (including
involvement as a witness) in any action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative (hereinafter a
"Proceeding"), by reason of the fact that he or she is or was a Member or
officer of the Company or while a Member or officer of the Company is or was
serving at the request of the Company as a director, officer, employee, partner,
member, manager, trustee, fiduciary or agent of another foreign or domestic
limited liability company, corporation, partnership, joint venture or other
entity or enterprise, may be indemnified and held harmless by the Company to the
fullest extent permitted by the Act, as the same exists or may hereafter be
amended, against all expense, liability and loss (including attorney's fees,
judgments, fines, excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such Person in connection with such
Proceeding; provided that such Person acted in good faith and in a manner such
Person reasonably believed to be in, or not opposed to, the best interests of
the Company, and indemnification under this ARTICLE V shall continue as to a
Person who has ceased to serve in the capacity which initially entitled such
Person to indemnity hereunder. If the Company elects to provide indemnification
hereunder, such rights granted pursuant to this ARTICLE V shall be a contract
right, and no amendment, modification or repeal of this ARTICLE V shall
adversely affect such rights of any Member or officer in respect of any act,
omission or condition existing or event or circumstance occurring prior to the
time of such amendment, repeal or modification. It is expressly acknowledged
that the indemnification provided in this ARTICLE V could involve
indemnification for negligence or under theories of strict liability.

5.2. Advance Payment. The right to indemnification conferred in this
ARTICLE V may include the right to be paid or reimbursed by the Company the
reasonable expenses incurred by a Person of the type entitled to be indemnified
under Section 5.1 who was, is or is threatened to be made a named defendant or
respondent in a Proceeding in advance of the final disposition of the 

-6-

Proceeding and without any determination as to the Person's ultimate entitlement
to indemnification; provided, however, that the payment of such expenses
incurred by any such Person in advance of the final disposition of a Proceeding
shall be made only upon delivery to the Company of a written affirmation by such
Person of a good faith belief that such Person has met the standard of conduct
necessary for indemnification under this ARTICLE V and a written undertaking, by
or on behalf of such Person, to repay all amounts so advanced if it shall
ultimately be determined that such indemnified Person is not entitled to be
indemnified under this ARTICLE V or otherwise.

5.3. Indemnification of Employees and Agents. The Company may indemnify
and advance expenses to an employee or agent of the Company to the same extent
and subject to the same conditions under which it may indemnify and advance
expenses to Persons who are not or were not Members or officers of the Company
but who are or were serving at the request of the Company as a manager,
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another foreign or domestic limited liability company,
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise against any liability asserted against him and
incurred by him in such a capacity or arising out of his status as such a Person
to the same extent that it may indemnify and advance expenses to Members and
officers under this ARTICLE V.

5.4. Appearance as a Witness. Notwithstanding any other provision of
this ARTICLE V, the Company may pay or reimburse expenses incurred by a Members
or officer in connection with his appearance as a witness or other participation
in a Proceeding at a time when such Person is not a named defendant or
respondent in the Proceeding.

5.5. Nonexclusivity of Rights. The right to indemnification and the
advancement and payment of expenses conferred in this ARTICLE V shall not be
exclusive of any other right which a Member, officer or other Person indemnified
pursuant to Section 5.3 may have or hereafter acquire under any law (common or
statutory), provision of the Certificate or this Agreement, vote of Members or
otherwise.

5.6. Insurance. The Company may purchase and maintain insurance, at its
expense, to protect itself and any Person who is or was serving as a Member,
officer or agent of the Company or is or was serving at the request of the
Company as a manager, director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic limited
ability company, corporation, partnership, joint venture, sole proprietorship,
trust, employee benefit plan or other enterprise against any expense, liability
or loss, whether or not the Company would have the power to indemnify such
Person against such expense, liability or loss under this ARTICLE V.

5.7. Savings Clause. If this ARTICLE V or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify and hold harmless each Member or any other
Person indemnified pursuant to this ARTICLE V as to costs, charges and expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative to the full extent permitted by any applicable
portion of this 

-7-

ARTICLE V that shall not have been invalidated and to the fullest extent
permitted by applicable law.

5.8. Waiver of Fiduciary Duties. The provisions of this Agreement to
the extent that they expand or restrict the duties (including fiduciary duties)
and liabilities of any Member or other Person bound hereby otherwise existing at
law or in equity are agreed by the Members and such other Persons to expand or
restrict such duties and liabilities of such Member or other Person. Whenever in
this Agreement a Member is permitted to make a decision in its "sole discretion"
or in its "discretion," a Member shall be entitled to consider only such
interests and factors as it desires, including its own interests, and shall to
the fullest extent permitted by applicable law, have no duty or obligation to
give any consideration to any interest of or factors affecting the Company or
any other Member. Any such decision shall be final and binding.

ARTICLE VI
TAXES AND BOOKS

6.1. Tax Returns. The Majority Members shall cause to be prepared and
filed all necessary federal and state income tax returns for the Company,
including making any elections the Majority Members may deem appropriate and in
the best interests of the Members.

6.2. Books. The Company shall keep books and records of accounts and
shall keep minutes of the proceedings of its Members. The calendar year shall be
the accounting year of the Company.

ARTICLE VII
TRANSFERS

7.1. Assignment by Members. No Member shall sell, assign or transfer,
or offer to sell, assign or transfer or otherwise Dispose of all or any part of
such Member's Units or other interests in the Company (whether voluntarily or
involuntarily) without the prior written consent of the Majority Members.

7.2. Void Assignment. Any sale, exchange or other transfer by any
Member of any Units or other interests in the Company in contravention of this
Agreement shall be void and ineffectual and shall not bind or be recognized by
the Company or any other party.

7.3. Substituted Member.

(a) An assignee of any Units or other interests in the Company
of a Member, or any portion thereof, shall become a substituted Member entitled
to all the rights of a Member if and only if the assignor gives the assignee
such right.

(b) Upon the admission of a substituted Member, Schedule A
attached hereto shall be amended to reflect the name, address and Units and
other interests in the Company of such substituted Member and to eliminate the
name and address of and other information relating to the assigning Member with
regard to the assigned Units and other interests in the Company.

-8-

7.4. Effect of Assignment.

(a) Any Member who shall assign any Units or other interest in
the Company shall cease to be a Member of the Company with respect to such Units
or other interest and shall no longer have any rights or privileges of a Member
with respect to such Units or other interest.

(b) Any Person who acquires in any manner whatsoever any Units
or other interest in the Company, irrespective of whether such Person has
accepted and adopted in writing the terms and provisions of this Agreement,
shall be deemed by the acceptance of the benefits of the acquisition thereof to
have agreed to be subject to and bound by all the terms and conditions of this
Agreement that any predecessor in such Units or other interest in the Company of
such Person was subject to or by which such predecessor was bound.

7.5. Effect of Incapacity. Except as otherwise provided herein, the
Incapacity of a Member shall not dissolve or terminate the Company. In the event
of such Incapacity, the executor, administrator, guardian, trustee or other
personal representative of the Incapacitated Member shall be deemed to be the
assignee of such Member's Units or other interests in the Company and may,
subject to Section 7.1, become a substituted Member upon the terms and
conditions set forth in Section 7.3.

ARTICLE VIII
DISSOLUTION, LIQUIDATION AND TERMINATION

8.1. Dissolution. The Company shall be dissolved and its affairs shall
be wound up on the first to occur of the following:

(a) the written consent of the Majority Members; and

(b) the entry of a decree of judicial dissolution of the
Company under Section 18-802 of the Act.

8.2. Liquidation and Termination. On dissolution of the Company, the
Majority Members may appoint one or more Members as liquidator. The liquidators
shall proceed diligently to wind up the affairs of the Company and make final
distributions as provided herein and in the Act. The costs of liquidation shall
be borne as a Company expense. Until final distribution, the liquidators shall
continue to operate the Company properties with all of the power and authority
of the Members. The steps to be accomplished by the liquidators are as follows:

(a) the liquidator shall pay, satisfy or discharge from
Company funds all of the debts, liabilities and obligations of the
Company (including, without limitation, all expenses incurred in
liquidation) or otherwise make adequate provision for payment and
discharge thereof; and

(b) all remaining assets of the Company shall be distributed
to the Members in accordance with Section 3.5 by the end of the taxable
year of the Company during which the liquidation of the Company occurs
(or, if later, 90 days after the date of the liquidation).

-9-

All distributions in kind to the Members shall be made subject to the liability
of each distributee for costs, expenses and liabilities theretofore incurred or
for which the Company has committed prior to the date of termination, and those
costs, expenses and liabilities shall be allocated to the distributees pursuant
to this Section 8.2. The distribution of cash and/or property to a Member in
accordance with the provisions of this Section 8.2 constitutes a complete return
to the Member of its Capital Contributions and a complete distribution to the
Member of its interest in the Company and all of the Company's property and
constitutes a compromise to which all Members have consented within the meaning
of the Act. To the extent that a Member returns funds to the Company, it has no
claim against any other Member for those funds.

8.3. Cancellation of Certificate. On completion of the distribution of
Company assets as provided herein, the Company shall be terminated, and the
Majority Members (or such other Person or Persons as the Act may require or
permit) shall file a certificate of cancellation with the Secretary of State of
Delaware, cancel any other filings made pursuant to Section 2.5 and take such
other actions as may be necessary to terminate the Company.

ARTICLE IX
GENERAL PROVISIONS

9.1. Notices. Except as expressly set forth to the contrary in this
Agreement, all notices, requests, or consents provided for or permitted to be
given under this Agreement must be in writing and must be given either by
depositing that writing in the United States mail, addressed to the recipient,
postage paid, and registered or certified with return receipt requested or by
delivering that writing to the recipient in person, by courier, or by facsimile
transmission; and a notice, request, or consent given under this Agreement is
effective on receipt by the Person to receive it. All notices, requests, and
consents to be sent to a Member must be sent to or made at the address given for
that Member on Schedule A, or such other address as that Member may specify by
notice to the other Members. Whenever any notice is required to be given by law,
the Certificate or this Agreement, a written waiver thereof, signed by the
Person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.

9.2. Entire Agreement. This Agreement constitutes the entire agreement
of the Members and their affiliates relating to the Company and supersedes all
prior contracts or agreements among the Members with respect to the Company,
whether oral or written.

9.3. Effect of Waiver or Consent. A waiver or consent, express or
implied, to or of any breach or default by any Person in the performance by that
Person of its obligations with respect to the Company is not a consent or waiver
to or of any other breach or default in the performance by that Person of the
same or any other obligations of that Person with respect to the Company.
Failure on the part of a Person to complain of any act of any Person or to
declare any Person in default with respect to the Company, irrespective of how
long that failure continues, does not constitute a waiver by that Person of its
rights with respect to that default until the applicable statute-of-limitations
period has run.

9.4. Amendment or Modification. This Agreement may be amended or
modified from time to time only by a written instrument executed and agreed to
by the Majority Members.

-10-

9.5. Binding Effect. Subject to the restrictions on Dispositions set
forth in this Agreement, this Agreement is binding on and inure to the benefit
of the Members and their respective heirs, legal representatives, successors and
permitted assigns.

9.6. Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE,
EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE
OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the
event of a direct conflict between the provisions of this Agreement and any
provision of the Certificate or any mandatory provision of the Act, the
applicable provision of the Certificate or the Act shall control. If any
provision of this Agreement or the application thereof to any Person or
circumstance is held invalid or unenforceable to any extent, the remainder of
this Agreement and the application of that provision to other Persons or
circumstances is not affected thereby and that provision shall be enforced to
the greatest extent permitted by law.

9.7. Counterparts. This Agreement may be executed in multiple
counterparts with the same effect as if all signing parties had signed the same
document. All counterparts shall be construed together and constitute the same
instrument.

* * * * * *

-11-

IN WITNESS WHEREOF, the sole Member has executed this Agreement as of
the date first set forth above.

SOLE MEMBER:

NRG ENERGY, INC.

By:        
---------------------------------------------
Name: Scott J. Davido
Title: Senior Vice President, General Counsel
and Secretary

SCHEDULE A

MEMBERS                                         UNITS
---------------------------------------         ---------------------------------------

1,000

---------------------------------------
TOTAL                                                    1,000

A-1

 

Exhibit 5.1

[KIRKLAND & ELLIS LLP LETTERHEAD]

October 28, 2004

NRG Energy, Inc.
and the Guarantors set forth on Exhibit A
901 Marquette Avenue
Suite 2300
Minneapolis, Minnesota 55402
 	 	 	 	 	 	 	
Re:	 	Registration Statement on Form S-4 (Registration No. 333-	)	 	
Ladies and Gentlemen:

     We are issuing this opinion letter in our capacity as special legal counsel to NRG Energy, Inc., a Delaware corporation (the “Issuer”), and the guarantors set forth on Exhibit A hereto (the “Guarantors” and, collectively with the Issuer, the “Registrants”). In this opinion letter: (i) Chickahominy River Energy Corp., which is listed on Exhibit A hereto, is also referred to as the “Virginia Registrant”; and (ii) NEO Corporation, which is listed on Exhibit A hereto, is also referred to as the “Minnesota Registrant.” This opinion letter is being delivered in connection with the proposed registration by the Issuer of $1,725,000,000 in aggregate principal amount of the Issuer’s 8% Second Priority Senior Secured Notes due 2013, Series B (the “Exchange Notes”) pursuant to a Registration Statement on Form S-4 (Registration No. 333- ) as filed with the Securities and Exchange Commission (the “Commission”) on or about the date hereof, under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”).

     The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantors (the “Guarantees”). The Exchange Notes are to be issued pursuant to the Indenture (as may be amended or supplemented from time to time, the “Indenture”), dated as of December 23, 2003, among the Issuer, the Guarantors and Law Debenture Trust Company of New York, as trustee. The Guarantees are to be issued pursuant to the Indenture and the Guarantee and Collateral Agreement (the “Guarantee and Collateral Agreement”), dated as of December 23, 2003, made by the Issuer, NRG Power Marketing, Inc., the Guarantors and certain other guarantors set forth therein in favor of Deutsche Bank Trust Company Americas, as Collateral Trustee, Credit Suisse First Boston, acting through its Cayman Islands Branch, as Administrative Agent, and Law Debenture Trust Company of New York, as Trustee. The Exchange Notes and the Guarantees are to be issued in exchange for and in replacement of the Issuer’s outstanding 8% Second Priority Senior Secured Notes due 2013 (the “Senior Notes”), of which $1,725,000,000 in aggregate principal amount is subject to the exchange offer pursuant to the Registration Statement.

 

NRG Energy, Inc.
October 28, 2004
Page 2

     In connection with issuing this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) resolutions of the Registrants with respect to the issuance of the Exchange Notes and the Guarantees, (ii) the Indenture, (iii) the Guarantee and Collateral Agreement, (iv) the Registration Statement, (v) the Registration Rights Agreement, dated as of December 23, 2003, by and among the Registrants, Lehman Brothers Inc., Credit Suisse First Boston LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. and (v) the Registration Rights Agreement, dated as of January 28, 2004, by and among the Registrants, Credit Suisse First Boston LLC and Lehman Brothers Inc.

     For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Registrants and others.

     Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

     Based upon and subject to the assumptions, qualifications, exclusions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to the holders thereof in exchange for the Senior Notes, the Exchange Notes will be binding obligations of the Issuer and the Guarantees will be binding obligations of the Guarantors.

     We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

     Our advice on every legal issue addressed in this letter is based exclusively on the law of the States of California, Delaware and New York or the federal law of the United States. For purposes of our opinion that the Guarantees will be binding obligations of the Guarantors, we have, without conducting any research or investigation with respect thereto, relied on the

 

NRG Energy, Inc.
October 28, 2004
Page 3

opinions of: (i) Leonard, Street and Deinard Professional Association with respect to the Minnesota Registrant; and (ii) Williams Mullen with respect to the Virginia Registrant, that such Guarantees have been duly authorized, executed and delivered, and do not conflict with, or require consents under, their respective states of organization. We are not licensed to practice in Minnesota or Virginia and we have made no investigation of, and do not express or imply an opinion on, the laws of such states.

     This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the States of California, Delaware or New York or the federal law of the United States be changed by legislative action, judicial decision or otherwise.

     This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
 	 	 	 	 	
 	Sincerely,
 	 	
 	/s/ Kirkland & Ellis LLP  	 	
 	Kirkland & Ellis LLP 	 	

 

 

Exhibit A

Guarantors

Arthur Kill Power LLC
Astoria Gas Turbine Power LLC
Berrians I Gas Turbine Power LLC
Big Cajun II Unit 4 LLC
Capistrano Cogeneration Company
Chickahominy River Energy Corp.
Commonwealth Atlantic Power LLC
Conemaugh Power LLC
Connecticut Jet Power LLC
Devon Power LLC
Dunkirk Power LLC
Eastern Sierra Energy Company
El Segundo Power II LLC
Hanover Energy Company
Huntley Power LLC
Indian River Operations Inc.
Indian River Power LLC
James River Power LLC
Kaufman Cogen LP
Keystone Power LLC
Louisiana Generating LLC
MidAtlantic Generation Holding LLC
Middletown Power LLC
Montville Power LLC
NEO California Power LLC
NEO Chester-Gen LLC
NEO Corporation
NEO Freehold-Gen LLC
NEO Landfill Gas Holdings Inc.
NEO Power Services Inc.
NEO Tajiguas LLC
Northeast Generation Holding LLC
Norwalk Power LLC
NRG Affiliate Services Inc.
NRG Arthur Kill Operations Inc.
NRG Asia-Pacific, Ltd.
NRG Astoria Gas Turbine Operations Inc.
NRG Bayou Cove LLC
NRG Cabrillo Power Operations Inc.
NRG Cadillac Operations Inc.
NRG California Peaker Operations LLC
NRG Central U.S. LLC
NRG Connecticut Affiliate Services Inc.

 

NRG Devon Operations Inc.
NRG Dunkirk Operations Inc.
NRG Eastern LLC
NRG El Segundo Operations Inc.
NRG Huntley Operations Inc.
NRG International LLC
NRG Kaufman LLC
NRG Mesquite LLC
NRG MidAtlantic Affiliate Services Inc.
NRG MidAtlantic Generating LLC
NRG MidAtlantic LLC
NRG Middletown Operations Inc.
NRG Montville Operations Inc.
NRG New Jersey Energy Sales LLC
NRG New Roads Holdings LLC
NRG North Central Operations Inc.
NRG Northeast Affiliate Services Inc.
NRG Northeast Generating LLC
NRG Norwalk Harbor Operations Inc.
NRG Operating Services, Inc.
NRG Oswego Harbor Power Operations Inc.
NRG Power Marketing Inc.
NRG Rocky Road LLC
NRG Saguaro Operations Inc.
NRG South Central Affiliate Services Inc.
NRG South Central Generating LLC
NRG South Central Operations Inc.
NRG West Coast LLC
NRG Western Affiliate Services Inc.
Oswego Harbor Power LLC
Saguaro Power LLC
Somerset Operations Inc.
Somerset Power LLC
South Central Generation Holding LLC
Vienna Operations Inc.
Vienna Power LLC

Exhibit 5.2

October 28, 2004

NEO Corporation
901 Marquette Avenue, Suite 2300
Minneapolis, MN  55402

Re:      Registration Statement on Form S-4
----------------------------------

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special counsel
to NEO Corporation, a Minnesota corporation (the "Guarantor"), in connection
with the Guarantor's proposed guarantee, along with the other guarantors under
the Indenture (as defined below), of $1,725,000,000 in aggregate principal
amount of 8% Second Priority Senior Secured Notes due 2013, Series B (the
"Exchange Notes"). The Exchange Notes are to be issued by NRG Energy, Inc., a
Delaware corporation (the "Issuer"), in connection with an exchange offer to be
made pursuant to a Registration Statement on Form S-4 (such Registration
Statement, as supplemented or amended, is hereinafter referred to as the
"Registration Statement"), to be filed with the Securities and Exchange
Commission (the "Commission") on or about October 28, 2004, under the Securities
Act of 1933, as amended (the "Securities Act") . The obligations of the Issuer
under the Exchange Notes will be guaranteed by the Guarantor (the "Guarantee"),
jointly and severally with other guarantors. The Exchange Notes are to be issued
pursuant to the Indenture (as may be amended or supplemented from time to time,
the "Indenture"), dated as of December 23, 2003, among the Issuer, the
guarantors set forth therein and Law Debenture Trust Company of New York, as
Trustee. The Guarantee is to be issued pursuant to the Indenture and the
Guarantee and Collateral Agreement (the "Guarantee and Collateral Agreement"),
dated as of December 23, 2003, made by the Issuer, NRG Power Marketing, Inc. and
the guarantors set forth therein in favor of Deutsche Bank Trust Company
Americas, as Collateral Trustee, Credit Suisse First Boston, acting through its
Cayman Islands Branch, as Administrative Agent, and Law Debenture Trust Company
of New York, as Trustee.

In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the following documents, corporate
records and other instruments: (i) the articles of incorporation and by-laws of
the Guarantor, (ii) a unanimous written consent of the board of directors of the
Guarantor with respect to the issuance of the Guarantee, (iii) the Registration
Statement, (iv) the Indenture and (v) the Guarantee and Collateral Agreement.

For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection

Neo Corporation
October 28, 2004
Page 2

with which this opinion is rendered, the authority of such persons signing on
behalf of the parties thereto other than the Guarantor and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Guarantor. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Guarantor, public officials and others.

Our opinions expressed below are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies, (iv) any law except the laws of the State of Minnesota and the
Minnesota case law decided thereunder and (v) the "Blue Sky" laws and
regulations of Minnesota.

Based upon and subject to the assumptions, qualifications, assumptions
and limitations and the further limitations set forth below, we are of the
opinion that:

1.   The Guarantor is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Minnesota.

2.   The Indenture has been duly authorized, executed and delivered by the
Guarantor. The Indenture is a valid and binding obligation of the Guarantor
and is enforceable against the Guarantor in accordance with its terms.

3.   When (i) the Registration Statement has been declared effective; (ii) the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, and (iii) the Exchange Notes have been duly executed and
authenticated in accordance with the Indenture and duly delivered to the
holders thereof in exchange for the existing 8% Second Priority Senior
Secured Notes due 2013, the Guarantee of the Exchange Notes will be a valid
and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms.

4.   The execution and delivery of the Indenture and the Guarantee and
Collateral Agreement by the Guarantor and the performance by the Guarantor
of its obligations thereunder (including with respect to the Guarantee) do
not conflict with or constitute or result in a breach or default under (or
an event which with notice or the passage of time or both would constitute
a default under) or result in the creation of a lien or encumbrance under
or violation of any of, (i) the articles of incorporation, bylaws or other
organizational documents of the Guarantor or (ii) Applicable Laws. As used
herein, "Applicable Laws" means those laws, rules and regulations of
governmental authorities (other than those of counties, towns,
municipalities and special political subdivisions) of the State of
Minnesota which we, in the exercise of customary professional diligence,
would reasonable recognize as being applicable to the Guarantor and the
transactions contemplated by the Indenture and the Guarantee and Collateral
Agreement.

Neo Corporation
October 28, 2004
Page 3

5.   No consent, waiver, approval, authorization or order of any State of
Minnesota court or governmental authority of the State of Minnesota or any
political subdivision thereof is required pursuant to any Applicable Laws
for the issuance by the Guarantor of the Guarantee, except such as may be
required under the Securities Act or the Securities Exchange Act of 1934,
as amended.

This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of Minnesota be changed by legislative action, judicial
decision or otherwise.

This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except that Kirkland & Ellis LLP may rely
upon this opinion to the same extent as if it were an addressee hereof.

We hereby consent to the filing of this opinion with the commission as
Exhibit 5.2 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

Very truly yours,

/s/ Leonard, Street and Deinard

LEONARD, STREET AND DEINARD
PROFESSIONAL ASSOCIATION

Exhibit 5.3

October 28, 2004

Chickahominy River Energy Corp.
901 Marquette Avenue, Suite 2300
Minneapolis, MN  55402

Registration Statement on Form S-4
----------------------------------

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special Virginia
counsel to Chickahominy River Energy Corp., a Virginia corporation (the
"Guarantor"), in connection with the Guarantor's proposed guarantee, along with
the other guarantors under the Indenture (as defined below), of $1,725,000,000
in aggregate principal amount of 8% Second Priority Senior Secured Notes due
2013, Series B (the "Exchange Notes"). The Exchange Notes are to be issued by
NRG Energy, Inc., a Delaware corporation (the "Issuer"), in connection with an
exchange offer to be made pursuant to a Registration Statement on Form S-4 (such
Registration Statement, as supplemented or amended, is hereinafter referred to
as the "Registration Statement"), to be filed with the Securities and Exchange
Commission (the "Commission") on or about October 28, 2004, under the Securities
Act of 1933, as amended (the "Securities Act"). The Exchange Notes are to be
issued pursuant to the Indenture (as may be amended or supplemented from time to
time, the "Indenture"), dated as of December 23, 2003, among the Issuer, the
guarantors set forth therein and Law Debenture Trust Company of New York, as
Trustee. Pursuant to the Indenture and the Guarantee and Collateral Agreement
(the "Guarantee and Collateral Agreement"), dated as of December 23, 2003, made
by the Issuer, NRG Power Marketing, Inc. and the guarantors set forth therein in
favor of Deutsche Bank Trust Company Americas, as Collateral Trustee, Credit
Suisse First Boston, acting through its Cayman Islands Branch, as Administrative
Agent, and Law Debenture Trust Company of New York, as Trustee, the Guarantor,
along with other guarantors, will guarantee the obligations of the Issuer under
the Exchange Notes.

In that connection, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of the following documents, corporate records
and other instruments: (i) the articles of incorporation and by-laws of the
Guarantor, (ii) a certificate of good standing issued

Chickahominy River Energy Corp.
October 28, 2004
Page 2

by the Virginia State Corporation Commission on October 22, 2004, (iii) a
written consent of the board of directors of the Guarantor with respect to the
execution and delivery of the Indenture and the Guarantee and Collateral
Agreement and the execution and delivery of the Guarantee and Collateral
Agreement, dated January 20, 2004, (iv) the Registration Statement, (v) the
Indenture and (vi) the Guarantee and Collateral Agreement.

For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Guarantor, the due authorization, execution and
delivery of all documents by the parties thereto other than the Guarantor, and
that such documents have not been amended, modified, terminated or rescinded. As
to any facts material to the opinions expressed herein, we have relied upon a
certificate of fact of an officer of the Guarantor.

Our opinions expressed below are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) the plans of reorganization confirmed in, or
any order of any court entered in, the Chapter 11 bankruptcy cases described in
the section of the Registration Statement entitled "The Bankruptcy Case", (iii)
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law), (iv) public policy considerations which may
limit the rights of parties to obtain certain remedies (v) any law except the
laws of the Commonwealth of Virginia and the Virginia case law decided
thereunder and (vi) the "Blue Sky" laws and regulations of the Commonwealth of
Virginia.

Based upon and subject to the assumptions, qualifications, and
limitations set forth herein, we are of the opinion that:

1.   The Guarantor is a corporation duly incorporated, validly existing and in
good standing under the laws of the Commonwealth of Virginia.

2.   The Indenture has been duly authorized, executed and delivered by the
Guarantor. The Indenture is a valid and binding obligation of the Guarantor
and is enforceable against the Guarantor in accordance with its terms.

3.   When (i) the Registration Statement has been declared effective, (ii) the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, and (iii) the

Chickahominy River Energy Corp.
October 28, 2004
Page 3

Exchange Notes have been duly executed and authenticated in accordance with
the Indenture and duly delivered to the holders thereof in exchange for the
existing 8% Second Priority Senior Secured Notes due 2013, the guarantee by
the Guarantor of the obligations of the Issuer under the Exchange Notes
pursuant to the provisions of the Guarantee and Collateral Agreement will
be a valid and binding obligation of the Guarantor, enforceable against the
Guarantor in accordance with the terms of the Guarantee and Collateral
Agreement.

4.   The execution and delivery by the Guarantor of the Indenture and the
Guarantee and Collateral Agreement, and the performance by the Guarantor of
its obligations thereunder, do not and will not conflict with or constitute
or result in a breach or default under (or an event that, with notice or
the passage of time or both, would constitute a default under) or result in
the creation of a lien or encumbrance under or violation of any of, (i) the
articles of incorporation, bylaws or other organizational documents of the
Guarantor or (ii) any statute or governmental rule or regulation of the
Commonwealth of Virginia or any political subdivision thereof.

5.   No consent, waiver, approval, authorization or order of any court or
governmental authority of the Commonwealth of Virginia or any political
subdivision thereof is required for the guarantee by the Guarantor of the
obligations of the Issuer under the Exchange Notes pursuant to the
provisions of the Guarantee and Collateral Agreement, except such as may be
required under the Securities Act or the Securities Exchange Act of 1934,
as amended.

This opinion is limited to the specific issues addressed herein, and no
opinion is implied or may be inferred beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion if the present laws of
the Commonwealth of Virginia be changed by legislative action, judicial decision
or otherwise.

This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except that Kirkland & Ellis LLP may rely
upon this opinion to the same extent as if it were an addressee hereof, for the
purposes of its opinions with respect to the Exchange Notes.

We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.3 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

Sincerely yours,

WILLIAMS MULLEN

By /s/ Paul G. Saunders, II
____________________________
A Shareholder

 

Exhibit 8.1

[KIRKLAND & ELLIS LLP LETTERHEAD]

October 28, 2004

NRG Energy, Inc.
and the Guarantors set forth on Exhibit A
901 Marquette Avenue
Suite 2300
Minneapolis, Minnesota 55402
 	 	 	 	 	 	 	
Re:	 	Registration Statement on Form S-4 (Registration No. 333-	)	 	
Ladies and Gentlemen:

     We are issuing this opinion letter in our capacity as special legal counsel to NRG Energy, Inc., a Delaware corporation (the “Issuer”), and the guarantors set forth on Exhibit A hereto (the “Guarantors” and, collectively with the Issuer, the “Registrants”). This opinion letter is being delivered in connection with the proposed registration by the Issuer of $1,725,000,000 in aggregate principal amount of the Issuer’s 8% Second Priority Senior Secured Notes due 2013, Series B (the “Exchange Notes”) pursuant to a Registration Statement on Form S-4 (Registration No. 333- ) as filed with the Securities and Exchange Commission (the “Commission”) on or about the date hereof, under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”).

     You have requested our opinion as to certain United States federal income tax consequences of participating in the exchange offer for Exchange Notes described in the Registration Statement. Our opinion, under the law in effect on the date hereof, is set forth in the statements made in the Registration Statement under the caption “Certain Federal Income Tax Consequences — United States Holders — Exchange Offer.”

     The opinion set forth therein is based on the applicable provisions of the Internal Revenue Code of 1986, as amended; the Treasury Regulations promulgated or proposed thereunder; current positions of the Internal Revenue Service (the “IRS”) contained in published revenue rulings, revenue procedures and announcements; existing judicial decisions; and other applicable authorities, all of which are subject to change, possibly with retroactive effect.

     Unlike a ruling from the IRS, opinions of counsel are not binding on the IRS. Hence, no assurance can be given that the opinion stated in the Registration Statement will not be successfully challenged by the IRS or rejected by a court. We express no opinion concerning any Federal income tax matter other than those discussed in the Registration Statement under the caption “Certain Federal Income Tax Consequences — United States Holders - Exchange Offer.”

 

NRG Energy, Inc.
October 28, 2004
Page 2

     We hereby consent to the filing of this opinion with the commission as Exhibit 8.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
 	 	 	 	 	
 	Sincerely,
 	 	
 	/s/ Kirkland & Ellis LLP  	 	
 	Kirkland & Ellis LLP 	 	

 

 

Exhibit A

Guarantors

Arthur Kill Power LLC
Astoria Gas Turbine Power LLC
Berrians I Gas Turbine Power LLC
Big Cajun II Unit 4 LLC
Capistrano Cogeneration Company
Chickahominy River Energy Corp.
Commonwealth Atlantic Power LLC
Conemaugh Power LLC
Connecticut Jet Power LLC
Devon Power LLC
Dunkirk Power LLC
Eastern Sierra Energy Company
El Segundo Power II LLC
Hanover Energy Company
Huntley Power LLC
Indian River Operations Inc.
Indian River Power LLC
James River Power LLC
Kaufman Cogen LP
Keystone Power LLC
Louisiana Generating LLC
MidAtlantic Generation Holding LLC
Middletown Power LLC
Montville Power LLC
NEO California Power LLC
NEO Chester-Gen LLC
NEO Corporation
NEO Freehold-Gen LLC
NEO Landfill Gas Holdings Inc.
NEO Power Services Inc.
NEO Tajiguas LLC
Northeast Generation Holding LLC
Norwalk Power LLC
NRG Affiliate Services Inc.
NRG Arthur Kill Operations Inc.
NRG Asia-Pacific, Ltd.
NRG Astoria Gas Turbine Operations Inc.
NRG Bayou Cove LLC
NRG Cabrillo Power Operations Inc.
NRG Cadillac Operations Inc.
NRG California Peaker Operations LLC
NRG Central U.S. LLC
NRG Connecticut Affiliate Services Inc.

 

NRG Devon Operations Inc.
NRG Dunkirk Operations Inc.
NRG Eastern LLC
NRG El Segundo Operations Inc.
NRG Huntley Operations Inc.
NRG International LLC
NRG Kaufman LLC
NRG Mesquite LLC
NRG MidAtlantic Affiliate Services Inc.
NRG MidAtlantic Generating LLC
NRG MidAtlantic LLC
NRG Middletown Operations Inc.
NRG Montville Operations Inc.
NRG New Jersey Energy Sales LLC
NRG New Roads Holdings LLC
NRG North Central Operations Inc.
NRG Northeast Affiliate Services Inc.
NRG Northeast Generating LLC
NRG Norwalk Harbor Operations Inc.
NRG Operating Services, Inc.
NRG Oswego Harbor Power Operations Inc.
NRG Power Marketing Inc.
NRG Rocky Road LLC
NRG Saguaro Operations Inc.
NRG South Central Affiliate Services Inc.
NRG South Central Generating LLC
NRG South Central Operations Inc.
NRG West Coast LLC
NRG Western Affiliate Services Inc.
Oswego Harbor Power LLC
Saguaro Power LLC
Somerset Operations Inc.
Somerset Power LLC
South Central Generation Holding LLC
Vienna Operations Inc.
Vienna Power LLC

 

Exhibit 12.1

NRG Energy, Inc.
Consolidated Ratio of Earnings to Fixed Charges
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	For the Period	 	For the Period	 	 	 	 	
 	 	For the Year	 	For the Year	 	January 1,	 	January 6,	 	For the	 	For the	
 	 	Ended	 	Ended	 	2003 Through	 	2003 Through	 	Six Months Ended	 	Six Months Ended	
 	 	December 31,

	 	December 31,

	 	December 5,

	 	December 31,

	 	June 30,

	 	June 30,

	
 	 	2001

	 	2002

	 	2003

	 	2003

	 	2003

	 	2004

	
 	 	 	 	 	 	 	 	 	 	(In thousands)	 	 	 	 	 	 	 	 	
Earnings:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income/(loss) before taxes	 	$	248,023	 	 	$	(2,958,067	)	 	$	2,985,191	 	 	$	10,676	 	 	$	(645,253	)	 	$	150,571	 	
Minority interest in earnings	 	 	—	 	 	 	—	 	 	 	—	 	 	 	134	 	 	 	–	 	 	 	709	 	
Less: Undistributed equity in earnings of unconsolidated affiliates	 	 	(119,002	)	 	 	(22,252	)	 	 	(41,472	)	 	 	2,229	 	 	 	(23,943	)	 	 	4,751	 	
Capitalized interest	 	 	(27,175	)	 	 	(45,896	)	 	 	(16	)	 	 	(2	)	 	 	(7	)	 	 	(3	)	
Fresh start reporting adjustments	 	 	—	 	 	 	—	 	 	 	(4,118,636	)	 	 	—	 	 	 	—	 	 	 	—	 	
Add: Fixed Charges	 	 	394,616	 	 	 	502,542	 	 	 	333,968	 	 	 	20,862	 	 	 	262,918	 	 	 	172,628	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
 	 	 	496,462	 	 	 	(2,523,673	)	 	 	(840,965	)	 	 	33,899	 	 	 	(406,285	)	 	 	328,656	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Fixed Charges:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	 	 	353,443	 	 	 	423,817	 	 	 	312,249	 	 	 	18,385	 	 	 	249,671	 	 	 	139,311	 	
Interest capitalized	 	 	27,175	 	 	 	45,896	 	 	 	16	 	 	 	2	 	 	 	7	 	 	 	3	 	
Amortization of debt costs	 	 	10,668	 	 	 	28,367	 	 	 	17,640	 	 	 	517	 	 	 	11,090	 	 	 	20,060	 	
Amortization of debt discount	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,725	 	 	 	—	 	 	 	11,795	 	
Approximation of interest in rental expense	 	 	3,330	 	 	 	4,462	 	 	 	4,063	 	 	 	233	 	 	 	2,150	 	 	 	1,459	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
 	 	$	394,616	 	 	$	502,542	 	 	$	333,968	 	 	$	20,862	 	 	$	262,918	 	 	$	172,628	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	 	 	

 	 	
Ratio of earnings to fixed charges	 	 	1.26	 	 	 	(5.02	)	 	 	(2.52	)	 	 	1.62	 	 	 	(1.55	)	 	 	1.90	 	

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of NRG Energy, Inc. of our reports dated March 10, 2004,
except as to Notes 6, 20, 30 and 31, which are as of October 29, 2004, relating
to the NRG Energy, Inc. consolidated financial statements and financial
statement schedules, which appear in NRG Energy, Inc.'s Annual Report on Form
10-K Amendment No. 2 for the year ended December 31, 2003. We also consent to
the incorporation by reference of our reports dated March 10, 2004 relating to
the financial statements and financial statement schedules of Louisiana
Generating LLC, NRG Northeast Generating LLC, Indian River Power LLC, NRG
MidAtlantic Generating LLC, NRG South Central Generating LLC, NRG Eastern LLC
and NRG Northeast Generation Holding LLC, which appear in NRG Energy, Inc.'s
Annual Report on Form 10-K Amendment No. 2 for the year ended December 31, 2003.
We also consent to the incorporation by reference of our reports dated October
29, 2004 relating to the financial statements and financial statement schedule
of NRG International LLC, which appear in NRG Energy, Inc.'s Annual Report on
Form 10-K Amendment No. 2 for the year ended December 31, 2003. We also consent
to the references to us under the headings "Experts" and "Selected Historical
Financial Data" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Minneapolis, Minnesota
November 3, 2004

EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]

LAW DEBENTURE TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)

NEW YORK                                 01-0622605
(Jurisdiction of incorporation or               (I.R.S. Employer Identification
organization if not a U.S. national bank)                    Number)

767 THIRD AVENUE, 31ST FLOOR, NEW YORK, NEW YORK                 10017
(Address of principal executive offices)                      (Zip Code)

LAW DEBENTURE TRUST COMPANY OF NEW YORK, 767 THIRD AVENUE, 31ST FLOOR
NEW YORK, NY 10017, ADAM BERMAN, ASSISTANT VICE PRESIDENT, (212) 750-7464
(Name, address and telephone number of agent for services)

NRG ENERGY, INC.
(Exact name of obligor as specified in its charter)

DELAWARE                                   41-1724239
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

901 MARQUETTE AVENUE, SUITE 2300                                  55402
(Address of principal executive offices)                      (Zip Code)

8% SECOND PRIORITY SENIOR SECURED NOTES DUE 2013
(Title of the indenture securities)

ITEM 1. GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE-

a.    NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.

Name                                            Address
------------------------------                     -----------------------------

Superintendent of Banks of the                     2 Rector Street, New York,
State of New York                                  NY 10006, and Albany,NY 12203

b.    WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Yes

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

None.

ITEMS 3-14.

No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provide under Item 13.

ITEM 15. FOREIGN TRUSTEE.

Not applicable.

ITEM 16. LIST OF EXHIBITS.

LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY.

1.    A copy of the articles of association of the trustee as now in
effect.

2.    A copy of the certificate of authority of the trustee to commence
business, if not contained in the articles of association.

3.    A copy of the existing bylaws of the trustee, or instruments
corresponding thereto.

4.    The consents of the Trustee required by Section 321(b) of the Act.

5.    A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Law
Debenture Trust Company of New York, a trust company organized and existing
under the laws of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York, and State of New York, on the 24th day of June 2004.

Law Debenture Trust Company of New York
(Trustee)

By:  /s/ Adam Berman
------------------------------
Adam Berman
Assistant Vice President

ARTICLES OF INCORPORATION

LAW DEBENTURE TRUST COMPANY OF NEW YORK

FIRST. The registered office of the Corporation in the State of New York shall
be located in the City and State designated in its Organization Certificate.

SECOND. The annual meeting of the shareholders of the Corporation shall be held
on the date fixed by the Directors, and each successive annual meeting shall be
held within thirteen months after the date of the preceding annual meeting, for
the purpose of electing Directors and transacting such other business as may
properly come before the meeting. Special meetings of the shareholders may be
called by the Board of Directors. Such meetings shall be held within or without
the State of New York. Meetings of shareholders shall be held at the registered
office of the Corporation in this State, or at such other places, within or
without the State of New York as the Directors may from time to time fix. If no
designation is made, the meeting shall be held at the Corporation's registered
office in the State of New York. Except as otherwise provided herein, or by law
or in its Organization Certificate (such Certificate and any amendments thereof
being hereinafter collectively referred to as the "Certificate"), a quorum shall
be present at all meetings of shareholders of the Corporation if the holders of
a majority of the shares entitled to vote on that matter are represented at the
meeting in person or by proxy. Except as otherwise provided by law or the
By-Laws, at each meeting of shareholders, each shareholder of the Corporation
entitled to vote thereat shall be entitled to one vote for each share registered
in its name on the books of the Corporation.

THIRD. The first Board of Directors and all subsequent Boards of the Corporation
shall consist of not less than five or more than eight Directors and shall
comply with all regulations pertaining thereto of the Banking Department of the
State of New York. The Board of Directors or shareholders all have the power, in
the interim between annual and special meetings of the shareholders, to increase
or decrease the number of Directors of the Corporation. No decrease shall
shorten the term of the incumbent Directors. At all meetings of the Board of
Directors, or any committee thereof, the presence of a majority of the entire
Board, or such committee thereof, shall constitute a quorum for the transaction
of business, except as otherwise provided by law, by the Certificate or these
By-Laws.

FOURTH. The Corporation's officers shall have such titles and duties as shall be
stated in these By-Laws or in a resolution of the Board of Directors which is
not inconsistent with these By-Laws. The officers of the Corporation may consist
of a president, one or more vice-presidents, a secretary and a treasurer, and
such other officers as the Board of Directors may determine from time to time.
Any two or more offices may be held by the same person, except for the offices
of president and secretary which must be held by separate people, unless all of
the issued and outstanding stock of the Corporation is owned by one person or
entity.

FIFTH. The shares of the Corporation shall be represented by certificates or
shall be uncertificated shares. The Board of Directors may fix, in advance,
which shall not be more than fifty, nor less than ten days before the meeting or
action requiring a determination of shareholders, as the record date for the
determination of shareholders entitled to receive notice of, or to vote at, any
meeting of shareholders, or to consent to any proposal without a meeting, or for
the purpose of determining shareholders entitled to receive payment of any
dividends, or allotment of any rights, or for the purpose of any other action.
If no record date is fixed, the record date for shareholders entitled to a
notice of meeting shall be at the close of business on the day preceding the day
on which notice is given, or, if no notice is given, the day on which the
meeting is held; the record date for determining shareholders of record for any
other purpose shall be at the close of business on the date on which the
resolution of the Directors relating thereto is adopted.

SIXTH. Subject to applicable law and the Certificate, dividends may be declared
and paid out of earned surplus only, in such amounts, and at such time or times
as the Board of Directors may determine, so long as the Corporation is not
insolvent when such dividend is paid or rendered insolvent by the payment of
such dividend.

SEVENTH. The fiscal year of the Corporation shall be fixed and shall be subject
to change by the Board of Directors from time to time, subject to applicable
law.

EIGHTH. The corporate seal, if any, shall be in such form as shall be prescribed
and altered, from time to time, by the Board of Directors.

NINTH. The initial By-Laws of the Corporation shall be adopted by the
Incorporators at its organizational meeting. All By-Laws of the Corporation
shall be subject to alteration or repeal, and new By-Laws may be made, by a
majority vote of the shareholders at the time entitled to vote in the election
of Directors even though these By-Laws may also be altered, amended or repealed
by the Board of Directors. The Board of Directors shall have power to make,
adopt, alter, amend and repeal, from time to time, By-Laws of the Corporation.

[LOGO]

STATE OF NEW YORK
BANKING DEPARTMENT

WHEREAS, the organisation certificate of Law Debenture Trust Company of New
York, New York, New York, has heretofore been duly appeared and said LAW
DEBENTURE TRUST COMPANY OF NEW YORK has complied with the provisions of Chapter
2 of the Consolidated Laws.

NOW THEREFORE, I, MICHAEL J.LESSER as Deputy Superintendent of Banks of the
State of New York, do hereby authorize the said Law Debenture Trust Company of
New York to transact the business of a LIMITED PURPOSE TRUST COMPANY at 767
Third Avenue, Borough of Manhattan, City of New York within this State.

IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the official seal of the Banking Department,
this 8TH day of MAY in the year TWO THOUSAND AND TWO.

/s/ Michael Lesser
-----------------------------
Deputy Superintendent of Bank

BY-LAWS

OF

LAW DEBENTURE TRUST COMPANY OF NEW YORK

ARTICLE I-OFFICES

The registered office of the Corporation in the State of New York shall be
located in the City and State designated in its Organization Certificate. The
Corporation may also maintain offices at such other places within or without the
State of New York as the Board of Directors may, from time to time, determine,
subject to regulatory agency approval.

ARTICLE II- MEETINGS OF SHAREHOLDERS

Section 1. Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be hold on the
date fixed by the Directors; and each successive annual meeting shall be held
within thirteen months after the date of the preceding annual meeting, for the
purpose of electing Directors and transacting such other business as may
properly come before the meeting: Annual and special meetings may be conducted
via telephone or tele-conferencing.

Section 2. Special Meetings:

(a) Special meetings of the shareholders may be called by the Board of
Directors. Such meetings shall be held within or without the State of New York.

(b) If, for a period of thirteen months after the formation of the Corporation
or the last annual meeting, there is a failure to elect a sufficient number of
Directors to conduct the business of the Corporation, the Board of Directors
shall call a special meeting for the election of Directors.

(c) If such special meeting as referred to in subsection (b) of this Section of
these By-Laws is not called by the Board of Directors within two weeks after the
expiration of such period or if it is called but there is a failure to elect
such Directors for a period of two months after the expiration of such period,
holders of the shares entitled to vote in an election of Directors may make a
written demand to the Corporation to call a special meeting for the election of
Directors specifying the date and month of such meeting, which shall not be less
than sixty nor more than ninety days from the date of such written demand .

Section 3. Place of Meetings:

Meetings of shareholders shall be held at the registered office of the
Corporation in this State, or at such other places, within or without the State
of New York as the Directors may from time to time fix. If no designation is
made, the meeting shall be held at the Corporation's registered office in the
State of New York.

-1-

Section 4. Notice of Meetings:

(a) Written or printed notice of each meeting of shareholders, whether annual or
special, stating the time when and place where it is to be held shall be served
either personally, by facsimile or by first class mail, by or at the direction
of the president, the secretary, or the officer or the person calling the
meeting, not less than ten or more than sixty days before the date of the
meeting, unless the lapse of the prescribed time shall have been waived before
or after the taking of such action, upon each shareholder of record entitled to
vote at such meeting, and to any other shareholder to whom giving of notice may
be required by law. Notice of a special meeting shall also state the business to
be transacted or the purpose or purposes for which the meeting is called and
shall indicate that it is being issued by, or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle shareholders to dissent and receive payment for
their shares pursuant to the New York Business Corporation Law; the notice of
such meeting shall include a statement of that purpose and to that effect. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the shareholder as it appears on the share transfer
records of the Corporation.

(b) It shall not be necessary to give notice of an adjourned meeting to the
shareholders of record if the time and place to which the meeting is adjourned
is announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been transacted
on the original date of the meeting. However, if after the adjournment the Board
of Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record on the new record
date.

Section 5. Shareholders' List:

(a) After fixing a record date for a meeting, the officer who has charge of the
stock ledger of the Corporation shall prepare an alphabetical list of the names
of all its shareholders entitled to notice of the meeting, arranged by voting
group with the address of, and the number, class and series, if any, of shares
held by each shareholder. The shareholders' list must be produced at any
shareholders' meeting upon the request of any shareholder. 

Section 6. Quorum:

(a) Except at otherwise provided herein, or by law or in its Organization
Certificate (such Certificate and any amendments thereof being hereinafter
collectively referred to as the "Certificate"), a quorum shall be present at all
meetings of shareholders of the Corporation if the holders of a majority of the
shares entitled to vote on that matter are represented at the meeting in person
or by proxy.

(b) The subsequent withdrawal of any shareholder from the meeting, after the
commencement of a meeting, or the refusal of any shareholder represented in
person or by proxy to vote, shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.

-2-

(c) Despite the absence of a quorum at any meeting of shareholders, the
shareholders present adjourn the meeting .

Section 7. Voting:

(a) Except as otherwise provided by law, the Certificate or these By-Laws, any
corporate action (excluding the election of Directors which requires the
affirmative vote of a plurality of shares entitled to vote) receiving the
affirmative vote of a majority of shares entitled to vote on that matter,
represented either in person or by proxy at a meeting of shareholders at which a
quorum is prevent, shall be the act of the shareholders of the Corporation.

(b) Except as otherwise provided by law or these By-Laws, at each meeting of
shareholders, each shareholder of the Corporation entitled to vote thereat shall
be entitled to one vote for each share registered in its name on the books of
the Corporation.

Section 8. Proxies:

(a)Each shareholder entitled to vote or to express consent or dissent without a
meeting may do so either in person or by proxy, so long as such proxy is
executed in writing by the shareholder, by his attorney-in-fact thereunto duly
authorized in writing by the shareholder, by another person or persons duly
authorized by the shareholder or by the shareholder's authorized officer,
director, employee or agent, signing such writing or causing the shareholder's
signature to be affixed to such writing by any reasonable means, including, but
not limited to facsimile signature, to act as the shareholder's proxy.

(b) The writing necessary for a valid, proxy may be a written document, or a
telegram, cablegram, or other means of electronic transmission in favor of the
person who will be the holder of the proxy or to a proxy solicitation firm,
proxy support service organization or like agent duly authorized by the person
who will be the holder of the proxy to receive such transmission, provided that
any such telegram, cablegram or other means of electronic transmission
must either set forth or be submitted with information from which it can be
reasonably determined that the telegram, cablegram or other electronic
transmission was authorized by the shareholder.

(c) Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission created pursuant to subsection (b), above, may be
substituted or used in lieu of the original writing or transmission for any and
all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction shall
be a complete reproduction of the entire original writing or transmission.

Section 9. Action Without a Meeting:

Unless otherwise provided for in the Certificate, any action to be taken at any
annual or special shareholders' meeting may be taken without a meeting on the
written and signed consent of all

-3-

the shareholders of the Corporation entitled to vote at such meeting, setting
forth the action so taken.

Section 10. Inspectors:

There shall be one or more inspectors at any shareholders' meeting, appointed by
the Board of Directors, to act at any such meeting or any adjournment and make a
written report thereof. The Board of Directors may appoint an alternate
inspector or inspectors to replace any inspector who fails to perform his job in
a satisfactory way. If no alternate inspector has been appointed and the person
or persons appointed as inspector is unable to act at a shareholders' meeting,
the person presiding at the meeting shall appoint one or more inspectors to act
at the meeting.

ARTICLE III- BOARD OF DIRECTORS

Section 1. Number, Term, Election and Qualifications:

(a) The first Board of Directors and all subsequent Boards of the Corporation
shall consist of not less than five or more than eight Directors and shall
comply with all regulations pertaining thereto of the Banking Department of the
State of New York. The Board of Directors or shareholders all have the power,
in the interim between annual and special meetings of the shareholders, to
increase or decrease the number of Directors of the Corporation. No decrease
shall shorten the term of the incumbent Directors. A Director must be at least
eighteen years of age, but need not be a shareholder of the Corporation unless
the Certificate of the Corporation or these By-Laws so require.

(b) Except as may otherwise be provided herein or in the Certificate, the
members of the Board of Directors of the Corporation shall be elected at the
first annual shareholders' meeting and at each annual meeting thereafter by a
majority of the votes cast at a meeting of shareholders by the holders of shares
entitled to vote in the election.

(c) The first Board of Directors shall hold office until the first annual
meeting of shareholders and until their successors have been duly elected and
qualified or until there is a decrease in the number of Directors. Thereafter,
Directors will be elected at the annual meeting of shareholders and shall hold
office until the annual meeting of the shareholders next succeeding their
election or until his/her prior death, resignation or removal.

Section 2. Duties and Powers:

The Board of Directors shall be responsible for the control and management of
the business and affairs, property and interests of the Corporation, and may
exercise all powers of the Corporation, except such as those which under New
York State law or under the Certificate or by these By-Laws are expressly
conferred upon or reserved to the shareholders or any other person or persons
named therein. 

-4-

Section 3. Regular Meetings: Notice:

(a) A regular meeting of the Board of Directors shall be held either within or
without the State of New York at such time and at such place as the Board of
Directors shall fix.

(b) No notice shall be required of any regular meeting of the Board of Directors
and, if given, need not specify the purpose of the meeting; provided, however,
that in case the Board of Directors shall fix or change the time or place of any
regular meeting when such time and place was fixed before such change, notice of
such action shall be given to each Director who shall not have been present at
the meeting at which such action was taken in the manner set forth in these
By-Laws with respect to special meetings, unless such notice shall be waived in
the manner set forth in these By-Laws.

Section 4. Special Meetings: Notice:

(a) Special meetings of the Board of Directors shall be held at such time and
place as may be specified in the respective notices or waivers of notice
thereof.

(b) Except as otherwise required by law, written notice of special meetings
shall be mailed or sent by facsimile directly to each Director, addressed to
him/her at his/her residence or usual place of business, or delivered orally, at
least two days before the day on which the meeting is to be held.

(c) Notice of any special meeting shall not be required to be given to any
Director who shall attend such meeting without protesting prior thereto or at
its commencement the lack of notice to him/her, or who submits a signed waiver
of notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.

Section 5. Chairperson:

The Chairperson of the Board, if any and if present, shall preside at all
meetings of the Board of Directors. If there shall be no Chairperson, or he or
she shall be absent, then the president shall preside and, in his or her
absence, any other Director chosen by the Board of Directors shall preside. 

Section 6. Quorum:

(a) At all meetings of the Board of Directors, or any committee thereof, the
presence of a majority of the entire Board, or such committee thereof, shall
constitute a quorum for the transaction of business, except as otherwise
provided by law, by the Certificate or these By-Laws.

(b) A majority of the Directors present at the time and place of any regular or
special meeting may adjourn the same from time to time without notice, whether
or not a quorum exists.

-5-

Section 8. Manner of Acting:

(a) At all meetings of the Board of Directors, each Director present shall have
one vote, irrespective of the number of shared of stock, if any, which he or she
may hold.

(b) Except as otherwise provided by law, by the Certificate or these By-Laws,
action approved by a majority of the votes of the Directors present at any
meeting of the Board or any committee thereof, at which a quorum is present,
shall be the act of the Board of Directors or any committee thereof. 

(c) Any action authorized in writing made prior or subsequent to such action, by
all of the Directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of Directors, or any committee
thereof, and have the same force and effect as if the same had been passed by
unanimous vote at a duly called meeting of the Board or committee for all
purposes and may be stated as such in any document filed with the minutes of the
proceedings of the Board of Directors or any committee thereof

(d) Where appropriate communications facilities are reasonably available, any or
all directors shall have the right to participate in any Board of Directors
meeting, or a committee of the Board of Directors meeting, by means of
conference telephone or any means of communications by which all persons
participating in the meeting are able to hear each other.

Section 7. Vacancies:

(a) Any vacancy in the Board of Directors occurring by reason of an increase in
the number of Directors, or by reason of the death, resignation,
disqualification, removal or inability to act of any Director, or other cause,
shall be filled by an affirmative vote of a majority of the remaining Directors,
though less than a quorum of the Board or by a sole remaining Director, at any
regular meeting or special meeting of the Board of Directors called for that
purpose.

(b) The shareholders, not the Board of Directors, may fill vacancies in the
Board of Directors occurring in the Board by reason of removal of the Directors
without cause, unless the Certificate provides that Directors of the Corporation
may also fill such vacancies resulting from removal without cause.

(c) Unless otherwise provided for by law, the Certificate or these By-Laws,
when one or more Directors shall resign from the Board and such resignation is
effective at a future date, a majority of the Directors, then in office,
including those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote otherwise to take effect when such resignation or
resignations shall become effective.

Section 9. Resignation:

A Director may resign at any time upon his or her written resignation being
submitted to the

-6-

Corporation. Such resignation need not be accepted by the Corporation to be
effective, unless otherwise stated in the resignation.

Section 10. Removal:

One or more or all the Directors of the Corporation may be removed with or
without cause at any time by the shareholders, at a special meeting of the
shareholders called for that purpose.

Section 11. Compensation:

The Board of Directors may authorize and establish reasonable compensation of
the Directors for services to the Corporation as Directors, which may include,
but not be limited to, attendance at any annual or special meeting of the Board.

Section 12. Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members one or more committees,
and alternate members thereof, as they deem desirable, each consisting of two or
more members, with such powers and authority (to the extent permitted by law and
these By-Laws) as may be provided in such resolution. Each such committee shall
serve at the pleasure of the Board and, unless otherwise stated by law, the
Certificate or these By-Laws, shall be governed by the rules and regulations
stated herein regarding the Board of Directors.

ARTICLE IV- OFFICERS

Section 1. Number, Qualifications, Election and Term of Office:

(a) The Corporation's officers shall have such titles and duties as shall be
stated in these By-Laws or in a resolution of the Board of Directors which is
not inconsistent with these By-Laws. The officers of the Corporation may consist
of a president, one or more vice-presidents, a secretary and a treasurer, and
such other officers as the Board of Directors may determine from time to time.
Any two or more offices may be held by the same person, except for the offices
of president and secretary which must be held by separate people, unless all of
the issued and outstanding stock of the Corporation is owned by one person or
entity.

(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his or her election, and until his or her successor
shall have been duly elected and qualified, subject to earlier termination by
his or her death, resignation or removal.

Section 2. Resignation:

-7-

Any officer may resign at any time by giving written notice of such resignation
to the Corporation. The validity of such resignation is effective when given to
the Corporation; regardless of whether or not the Board of Directors has
accepted such resignation or if a successor has been appointed.

Section 3. Removal:

Any officer elected by the Board of Directors may be removed, either with or
without cause, and a successor elected by the Board at any time.

Section 4. Compensation:

The compensation of the officers of the Corporation shall be fixed from time to
time by the Board of Directors.

ARTICLE V- SHARES OF STOCK

Section 1. Certificate of Stock:

(a) The shares of the Corporation shall be represented by certificates or shall
be uncertificated shares. 

(b) Certificates shall state upon the face thereof:

(i)   that the Corporation is formed under the laws of the State of New
York;

(ii)  the name of the person or persons to whom such shares are issued;

(iii) the number and class of shares, and the designation, if any of the
series which such certificate represents; and

(iv)  that such shares are transferable in the manner provided by law and
in these By-Laws.

(c) Certificates shall be signed, (either manually or by facsimile), by the
Chairperson, Vice-Chairperson, President or Vice-President and Secretary or an
Assistant Secretary or the Treasurer or Assistant Treasurer, and may be sealed
with the corporate seal of the Corporation or a facsimile thereof.

(d) In case any officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he/she were such officer at the date of its issue.

(e) Certificates shall be issued in such form not inconsistent with the
Certificate and as shall be

-8-

approved by the Board of Directors. Such certificates shall be numbered and
registered on the books of the Corporation in the order in which they were
issued.

(f) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the holders
of certificates representing shares of the same class and series shall be
identical.

Section 2. Lost or Destroyed Certificates:

The Board of Directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost. The Board of Directors may require the
owner of such lost or destroyed certificate, or his or her legal representative,
to give the Corporation a bond sufficient to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss or
destruction of any such certificate or the issuance of any such new certificate
before issuing a new certificate or certificates in place of any certificate or
certificates issued by the Corporation allegedly lost or destroyed.

Section 3. Transfers of Shares:

(a) Transfers or registration of transfers of shares of the Corporation shall be
made on the stock transfer books of the Corporation by the registered holder
thereof, or by his or her attorney duly authorized by a written power of
attorney; and in the case of shares represented by certificates, only after the
surrender to the Corporation of the certificates representing such shares with
such shares properly endorsed, with such evidence of the authenticity of such
endorsement, transfer, authorization and other matters as the Corporation may
reasonably require, and the payment of all stock transfer taxes due thereon.

(b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and,
accordingly, shall hot be bound to recognize, any legal, equitable or other
claim to, or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.

Section 4. Record Date:

(a) The Board of Directors may fix, in advance, which shall not be more than
fifty, nor leas than ten days before the meeting or action requiring a
determination of shareholders, as the record date for the determination of
shareholders entitled to receive notice of, or to vote at, any meeting of
shareholders, or to consent to any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any
dividends, or allotment of any rights, or for the purpose of any other action.
If no record date is fixed, the record date for shareholders entitled to a
notice of meeting shall be at the close of business on the day preceding the day
on which notice is given, or, if no notice is given, the day on which the
meeting is held; the record date for determining shareholders of record for any
other purpose shall be at the close

-9-

of business on the date on which the resolution of the Directors relating
thereto is adopted.

(b) A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE VI-DIVIDENDS

Subject to applicable law and the Certificate, dividends may be declared and
paid out of earned surplus only, in such amounts, and at such time or times as
the Board of Directors may determine, so long as the Corporation is not
insolvent when such dividend is paid or rendered insolvent by the payment of
such dividend. 

ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed and shall be subject to change
by the Board of Directors from time to time, subject to applicable law.

ARTICLE VIII- CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors.

ARTICLE IX - AMENDMENTS

Section 1. Initial By-Laws:

The initial By-Laws of the Corporation shall be adopted by the Incorporators at
its organizational meeting.

Section 2. By Shareholders:

All By-Laws of the Corporation shall be subject to alteration or repeal, and new
By-Laws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of Directors even though these By-Laws may also be
altered, amended or repealed by the Board of Directors. 

Section 3. By Directors:

The Board of Directors shall have power to make, adopt, alter, amend, and
repeal, from time to time, By-Laws of the Corporation.

ARTICLE X-INDEMNIFICATION

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The Corporation shall indemnify every person who was or is a party or is or was
threatened to be made party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a Director, officer, employee, agent or controlling shareholder of the
Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including counsel fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding, to the full extent permitted by applicable law.
Such indemnification may, in the discretion of the Board of Directors, include
advances of his or her expenses in advance of final disposition of such action,
suit or proceeding, subject to the provisions of any applicable statute. The
Directors shall have the power to purchase and maintain insurance for or for the
benefit of any persons who are or were at any time Directors, officers or
employees of any Relevant Company (as defined below) including (without
prejudice to the generality of the foregoing) insurance against any liability
incurred by such persons in respect of any act or omission in the actual or
purported execution and/or discharge of their duties and/or in the exercise or
purported exercise of their powers and/or otherwise in relation to their duties,
powers or offices in relation to any Relevant Company.

For the purposes hereof "Relevant Company" shall mean the Corporation, any
holding company of the Corporation or any other body, whether or not
incorporated, in which the Corporation or such holding company at any other
body, whether or not incorporated, has or had any interest whether direct or
indirect or which is in any way allied to or associated with the Corporation, or
any subsidiary of the Corporation or of any such other body.

ARTICLE XI-WAIVER OF NOTICE

(a) Shareholders:

Whenever, any notice is required to be given by law, the Certificate or these
By-Laws to the shareholders of the Corporation of a meeting of shareholders, a
written waiver of notice submitted to the Corporation before or after the
meeting or the attendance at the meeting by any shareholder, shall constitute a
waiver of notice of such meeting, except, when the person attends the meeting
for the express purpose of objecting to the lack of notice thereof, prior to the
conclusion of the meeting.

(b) Director:

Whenever any notice is required to be given by law, the Certificate or these
By-Laws to the Directors of the Corporation of a special meeting of the Board of
Directors, a written waiver of notice submitted to the Corporation before or
after the meeting or the attendance at the meeting by any Director, shall
constitute a waiver of notice of such meeting, except when the person attends
the meeting for the express purpose of objecting to the lack of notice thereof
prior to the commencement of the meeting.

-11-

These By-Laws have been adopted as the By-Laws of the Corporation.

[ILLEGIBLE]
--------------      
secretary

Dated: March 2, 2002

-12-

Law Debenture

LAW DEBENTURE TRUST COMPANY OF NEW YORK
767 Third Avenue, 31st Floor, New York, NY 10017
Telephone: (212) 750-6474 Fax: (212) 750-1361
Email: new.york@lawdeb.com

June _, 2004

To Whom It May Concern:

Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of
1939, Law Debenture Trust Company of New York ("Law Debenture") hereby consents
that reports of examinations by Federal, State, Territorial or District
authorities pertaining to Law Debenture may be furnished by such authorities to
the Securities and Exchange Commission upon request therefor.

If you have any questions, please contact Daniel Fisher, Senior Vice
President, Law Debenture Trust Company of New York at (212) 750-6474.

LAW DEBENTURE TRUST COMPANY
OF NEW YORK

By: /s/ Daniel R. Fisher
--------------------------
Daniel R. Fisher
Its: Senior Vice President

CONSOLIDATED REPORT OF CONDITION (ATTACHED AS EXHIBIT A HERETO) OF

LAW DEBENTURE TRUST COMPANY OF NEW YORK

of 767 Third Avenue, New York, NY 10017,

a limited purpose trust company ("LDTC-NY") and U.S. subsidiary of Law Debenture
Corporation plc, London, England ("Law Debenture"), as of the close of business
December 31, 2003, published with the Federal Financial Institutions Examination
Council/Board of Governors of the Federal Reserve System, and in accordance with
Chapter 2 of the Consolidated Laws of the State of New York Banking Department
license granted on May 8, 2002.

Subsequent to its initial Consolidated Report of Condition dated June 30, 2002,
a Guarantee and Keep Well Agreement (attached as Exhibit B hereto) was executed
by subsidiaries of Law Debenture, to effect capitalization of LDTC-NY in the
total aggregate amount of $50,000,000, on July 12, 2002.

I, Nancy Jo Kuenstner, President and Director of Law Debenture Trust
Company of New York do hereby declare that this Report of Condition has been
prepared in conformance with instructions issued by the Board of Governors of
the Federal Reserve System and is true to the best of my knowledge and belief.

IN WITNESS WHEREOF, I have executed this certificate the_________ day of
June, 2004.

/s/ Nancy Jo Kuenstner
---------------------------------------
Nancy Jo Kuenstner
President and Director
Law Debenture Trust Company of New York

I, Daniel R. Fisher, Senior Vice President of Law Debenture Trust Company of New
York, do hereby attest that the signature set forth above is the true and
genuine signature of Nancy Jo Kuenstner, President of Law Debenture Trust
Company of New York.

Attested by: /s/ Daniel R. Fisher
---------------------------
Daniel R. Fisher
Its:         Senior Vice President

Law Debenture Trust Company of New York
Legal Title of Bank

New York
city

New York                                        10017
State                                         Zip Code

FDIC Certificate Number _________

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31,2003

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

Dollar Amounts In Thousands  RCON    Bll   Mll      Thou
----   ----  -----    ------  ------

ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) ...............................  0081                     307    1.a.
b. Interest-bearing balances(2) ........................................................  0071             2       500    1.b.
2. Securities:
a. Held -to-maturity securities(form Schedule RC-B, column A) ..........................  1754                            2.a.
b.Available-for-sale securities(from Schedule RC-B,column D) ...........................  1773                            2.b.
3. Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold ..................................................................  B987                            3.a.
b. Securities purchased under agreements to resell(3) ..................................  B989                            3.b.
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale ......................................................  5369                            4.a.
b. Loans and leases, net of unearned income ............................................  B528                            4.b.
c. LESS: Allowance for loan and lease losses ...........................................  3123                            4.c.
d. Loans and leases, net of unearned income and allowance (Item 4.b minus 4.c) .........  B529                            4.d.
5. Trading assets (from Schedule RC-D) ....................................................  3545                              5.
6. Premises and fixed assets (including capitalized leases) ...............................  2145                              6.
7. Other real estate owned (form Schedule RC-M) ...........................................  2150                              7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)  2130                              8.
9. Customers' liability to this bank on acceptances outstanding ...........................  2155                              9.
10. Intangible assets:
a. Goodwill ............................................................................  3163                           10.a.
b. Other intangible assets (form Schedule RC-M) ........................................  0426                           10.b.
11. Other assets (form Schedule RC-F) ......................................................  2160                      43     11.
12. Total assets (sum of items 1 through 11) ...............................................  2170             2       850     12.

-------------
1     Includes cash items in process of collection and unposted debits.

2     Includes time certificates of deposit not held for trading.

3     Includes all securities resale agreements, regardless of maturity.

SCHEDULE RC--CONTINUED

Dollar Amounts in Thousands  RCON    Bll    Mll     Thou
----   ----  ------   ------  --------

LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) ...........  2200                          13.a.
(1) Noninterest-bearing(1) ..........................................................  6631                          13.a.(1)
(2) Interest-bearing ................................................................  6636                          13.a.(2)
b. Not applicable
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased(2) ..........................................................  B993                          14.a.
b. Securities sold under agreements to repurchase(3) ...................................  B995                          14.b.
15. Trading liabilities (from Schedule RC-D) ...............................................  3548                            15.
18. Other borrowed money (Includes mortgage indebtedness and obligations under
capitalized leases) (from Schedule RC-M) .............................................  3190                            16.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding ...............................  2920                            18.
19. Subordinated notes and debentures(4) ...................................................  3200                            19.
20. Other liabilities (from Schedule RC-G) .................................................  2930                     328    20.
21. Total liabilities (sum of items 13 through 20) .........................................  2948                     328    21.
22. Minority interest in consolidated subsidiaries .........................................  3000                            22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ..........................................  3838                            23.
24. Common stock ...........................................................................  3230                       1    24.
25. Surplus (exclude all surplus related to preferred stock) ...............................  3839              3      377    25.
26. a. Retained earnings ...................................................................  3632                    (856) 26.a.
b. Accumulated other comprehensive income(5) ...........................................  B530                          26.b.
27. Other equity capital components(6) .....................................................  A130                            27.
28. Total equity capital (sum of items 23 through 27) ......................................  3210              2      522    28.
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)    3300              2      850    29.

Memorandum

TO BE REPORTED WITH THE MARCH REPORT OF CONDITION.

RCON  Number

1.    Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for                                     
the bank by independent external auditors as of any date during 2002.........................     6724           M.1.

1 =   Independent audit of the Trust conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank

2 =   Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)

3 =   Attestation on bank management's assertion on the effectiveness of the
bank's internal control over financial reporting by a certified public
accounting firm

4 =   Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

5 =   Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)

6 =   Review of the bank's financial statements by external auditors

7 =   Compilation of the bank's financial statements by external auditors

8 =   Other audit procedures (excluding tax preparation work)

9 =   No external audit work

------------------
(1)   Includes total demand deposits and noninterest-bearing time and savings
deposits.

(2)   Report overnight Federal Home Loan Bank advances in Schedule RC, item 16,
"Other borrowed money."

(3)   Includes all securities repurchase agreements, regardless of maturity.

(4)   Includes limited-life preferred stock and related surplus.

(5)   Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, and
minimum pension liability adjustments.

(6)   Includes treasury stock and unearned Employee Stock Ownership Plan shares.

 

EXHIBIT 99.1

LETTER OF TRANSMITTAL
To Tender for Exchange
8% Second Priority Senior Secured Notes due 2013
of
NRG Energy, Inc.
Pursuant to the Prospectus Dated                             , 2004
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2004 UNLESS EXTENDED (THE “EXPIRATION DATE”).

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

If you desire to accept the Exchange Offer, this Letter of Transmittal should be completed, signed and submitted to the Exchange Agent:

Law Debenture Trust Company of New York
(the “Exchange Agent”)

By Hand, Overnight Courier or Registered/ Certified Mail:

Law Debenture Trust Company of New York
767 Third Avenue, 31st Floor
New York, New York 10017
Attention: NRG Exchange

Facsimile Transmission (for Eligible Institutions only):

(212) 750-1361

Confirm by Telephone

(212) 750-0888

     Delivery of this Letter of Transmittal to an address or facsimile number other than as set forth above will not constitute a valid delivery.

     For any questions regarding this Letter of Transmittal or for any additional information, you may contact the Exchange Agent by telephone at (212) 750-0888.

      The undersigned hereby acknowledges receipt of the Prospectus dated                       , 2004 (the “Prospectus”) of NRG Energy, Inc., a Delaware corporation (the “Issuer”), and this Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Issuer’s offer (the “Exchange Offer”) to exchange $1,000 in principal amount of its 8% Second Priority Senior Secured Notes due 2013, Series B (the “New Securities”) which have been registered under the Securities Act for each $1,000 in principal amount of its outstanding 8% Second Priority Senior Secured Notes due 2013 (the “Outstanding Securities”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

      The undersigned hereby tenders the Outstanding Securities described in Box 1 below (the “Tendered Securities”) pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal. The undersigned is the registered owner of all the Tendered Securities and the undersigned represents that it has received from each beneficial owner of the Tendered Securities (“Beneficial Owners”) a duly completed and executed form of  “Instruction to Registered Holder

 
and/or Book-Entry Transfer Facility Participant from Beneficial Owner” accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

      Subject to, and effective upon, the acceptance for exchange of the Tendered Securities, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title, and interest in, to and under the Tendered Securities.

      Please issue the New Securities exchanged for Tendered Securities in the name(s) of the undersigned. Similarly, unless otherwise indicated under “Special Delivery Instructions”  below (Box 3), please send or cause to be sent the certificates for the New Securities (and accompanying documents, as appropriate) to the undersigned at the address shown below in Box 1.

      The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney in fact of the undersigned with respect to the Tendered Securities, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver the Tendered Securities to the Issuer or cause ownership of the Tendered Securities to be transferred to, or upon the order of, the Issuer, on the books of the registrar for the Outstanding Securities and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuer upon receipt by the Exchange Agent, as the undersigned’s agent, of the New Securities to which the undersigned is entitled upon acceptance by the Issuer of the Tendered Securities pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Tendered Securities, all in accordance with the terms of the Exchange Offer.

      The undersigned understands that tenders of Outstanding Securities pursuant to the procedures described under the caption “Exchange Offer” in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of such tenders on the terms set forth in the Prospectus under the caption “Exchange Offer — Withdrawal of Tenders.” All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned or any Beneficial Owner(s) hereunder shall be binding upon the heirs, representatives, successors, and assigns of the undersigned and such Beneficial Owner(s).

      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign, and transfer the Tendered Securities and that the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, and adverse claims when the Tendered Securities are acquired by the Issuer as contemplated herein. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Issuer or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby.

      The undersigned hereby represents and warrants that the information set forth in Box 2 is true and correct.

      By accepting the Exchange Offer, the undersigned hereby represents and warrants that (i) the New Securities to be acquired by the undersigned and any Beneficial Owner(s) in connection with the Exchange Offer are being acquired by the undersigned and any Beneficial Owner(s) in the ordinary course of business of the undersigned and any Beneficial Owner(s), (ii) the undersigned and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Securities, (iii) except as otherwise disclosed in writing herewith, neither the undersigned nor any Beneficial Owner is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer, (iv) that the undersigned is not a broker-dealer tendering securities directly acquired from the Issuer for its own account, and (v) the undersigned and each Beneficial Owner acknowledge and agree that any person participating in the Exchange Offer with the intention or for the purpose of distributing the New Securities must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale of the New Securities acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in the no-action letters that are discussed in the section of the Prospectus entitled “Exchange Offer — Resale of the Exchange Notes.”

      In addition, by accepting the Exchange Offer, the undersigned hereby (i) represents and warrants that, if the undersigned or any Beneficial Owner of the Outstanding Securities is a broker-dealer, such broker-dealer acquired the Outstanding Securities for its own account as a result of market-making activities or other trading activities and has not entered into any arrangement or understanding with the Issuer or any “affiliate” of the Issuer (within the meaning of Rule 405 under the Securities Act) to distribute the New Securities to be received in the Exchange Offer, and (ii) acknowledges that, by receiving

2

 
New Securities for its own account in exchange for Outstanding Securities, where such Outstanding Securities were acquired as a result of market-making activities or other trading activities, such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      The Issuer has agreed that, for a period starting on the Expiration Date and ending on the close of business on the earlier of the (i) 180th day after the Expiration Date and (ii) date on which all broker-dealers who have elected to exchange Outstanding Securities acquired for their own account as a result of market-making activities or other trading activities for New Securities have sold all New Securities held by them, it will make the Prospectus available to any such broker-dealer for use in connection with any such resale.

      CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED HEREWITH. o

      CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE  “Use of Guaranteed Delivery”  BELOW (Box 4).  o

      CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE  “Use of Book-Entry Transfer”  BELOW (Box 5).  o

3

 

	
 	
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL	
CAREFULLY BEFORE COMPLETING THE BOXES	

	
 	
BOX 1	
DESCRIPTION OF OUTSTANDING SECURITIES TENDERED	
(Attach additional signed pages, if necessary)	

	
 	 	 	 	Aggregate	 	 	
Name(s) and Address(es) of Registered Outstanding	 	Certificate	 	Principal	 	Aggregate	
Security Holder(s), exactly as name(s) appear(s) on	 	Number(s) of	 	Amount	 	Principal	
Outstanding Security Certificate(s)	 	Outstanding	 	Represented by	 	Amount	
(Please fill in, if blank)	 	Securities*	 	Certificate(s)	 	Tendered**	

	

	

	

	

	

	
 	
 	 	Total	 	 	 	 	

	
* Need not be completed by persons tendering by book-entry transfer.	
** The minimum permitted tender is $1,000 in principal amount of any series of Outstanding Securities. All other tenders must be in integral multiples of $1,000 of principal amount of any series of Outstanding Securities. Unless otherwise indicated in this column, the principal amount of all Outstanding Security Certificates identified in this Box 1 or delivered to the Exchange Agent herewith shall be deemed tendered.	
   See Instruction 4.	

	

	
 	
BOX 2	
BENEFICIAL OWNER(S)	

	
State of Principal Residence of Each	 	Principal Amount of Tendered Securities	
Beneficial Owner of Tendered Securities	 	Held for Account of Beneficial Owner	

	

	

	

	

	

	

	
4

 

BOX 3

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5, 6 and 7)

TO BE COMPLETED ONLY IF NEW SECURITIES EXCHANGED FOR OUTSTANDING SECURITIES AND UNTENDERED OUTSTANDING SECURITIES ARE TO BE SENT TO SOMEONE OTHER THAN THE UNDERSIGNED, OR TO THE UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE.

Mail New Securities and any untendered Outstanding Securities to:

Name(s):

(please print)

Address:

(include Zip Code)

Tax Identification or
Social Security No.:

BOX 4

USE OF GUARANTEED DELIVERY
(See Instruction 2)

TO BE COMPLETED ONLY IF OUTSTANDING SECURITIES ARE BEING TENDERED BY MEANS OF A NOTICE OF GUARANTEED DELIVERY.

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which Guaranteed Delivery:

5

 

BOX 5

USE OF BOOK-ENTRY TRANSFER
(See Instruction 1)

TO BE COMPLETED ONLY IF DELIVERY OF TENDERED SECURITIES IS TO BE MADE BY BOOK-ENTRY TRANSFER.

Name of Tendering Institution:

Account Number:

Transaction Code Number:

 	 	 	

	
BOX 6

TENDERING HOLDER SIGNATURE
(See Instructions 1 and 5)
In Addition, Complete Substitute Form W-9	

	
X

	 	Signature Guarantee

(If required by Instruction 5)	
X

  (Signature of Registered Holder(s) or
  Authorized Signatory)	 	

Authorized Signature	
Note: The above lines must be signed by the registered holder(s) of Outstanding Securities as their name(s) appear(s) on the Outstanding Securities or by persons(s) authorized to become registered holder(s) (evidence of such authorization must be transmitted with this Letter of Transmittal). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. See Instruction 5.	 	X

Name:

       (please print)
Title:

Name of Firm:

                (Must be an Eligible Institution
                as defined in Instruction 2)	
Name(s):

Capacity:

Street Address:

                (include Zip Code)

Area Code and Telephone Number:

Tax Identification or Social Security Number:	 	Address:

         (include Zip Code)

Area Code and Telephone Number:

Dated:

	

	 	

	

	
6

 

BOX 7

BROKER-DEALER STATUS

 	 	
o 	CHECK HERE IF THE BENEFICIAL OWNER IS A PARTICIPATING BROKER-DEALER WHO HOLDS SECURITIES ACQUIRED AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISHES TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF NEW SECURITIES RECEIVED IN EXCHANGE FOR SUCH SECURITIES.	
Name: 

Address: 

Area Code and Telephone Number: 

     Contact Person: 

PAYOR’S NAME: NRG Energy, Inc.

7

 

	
SUBSTITUTE
Form W-9	 	Name (if joint names, list first and circle the name of the person or entity whose number you enter in Part 1 below. See instructions if your name has changed.)	
 	
Department of the Treasury
Internal Revenue Service	 	 	 	 	

	
 	 	Address	 	 	

	
 	 	City, State and ZIP Code	 	 	

	
 	 	List account number(s) here (optional)	 	 	

	
 	 	Part 1 —PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER (“TIN”) IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	 	Social Security Number or TIN	

	
 	 	Part 2 —Check the box if you are NOT subject to backup withholding under the provisions of section 3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified that you are subject to backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified you that you are no longer subject to backup withholding.  o	

	

 	 	Certification —UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.	 	Part 3 —
Awaiting TIN  o	
 	 	SIGNATURE 

	 	 	
 	 	DATE 

	 	 	

	

Note: 	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.	
8

 

NRG ENERGY, INC.

INSTRUCTIONS TO LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER

     1. Delivery of this Letter of Transmittal and Outstanding Securities.A properly completed and duly executed copy of this Letter of Transmittal, including Substitute Form W-9, and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein, and either certificates for Tendered Securities must be received by the Exchange Agent at its address set forth herein or such Tendered Securities must be transferred pursuant to the procedures for book-entry transfer described in the Prospectus under the caption  “Exchange Offer — Procedures for Tendering”  (and a confirmation of such transfer received by the Exchange Agent), in each case prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of certificates for Tendered Securities, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the tendering holder and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Transmittal or Outstanding Securities should be sent to the Issuer. Neither the Issuer nor the registrar is under any obligation to notify any tendering holder of the Issuer’s acceptance of Tendered Securities prior to the closing of the Exchange Offer.

     2. Guaranteed Delivery Procedures.Holders who wish to tender their Outstanding Securities but whose Outstanding Securities are not immediately available, and who cannot deliver their Outstanding Securities, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date must tender their Outstanding Securities according to the guaranteed delivery procedures set forth below, including completion of Box 4. Pursuant to such procedures: (i) such tender must be made by or through a firm which is a member of a recognized Medallion Program approved by the Securities Transfer Association Inc. (an “Eligible Institution”) and the Notice of Guaranteed Delivery must be signed by the holder; (ii) prior to the Expiration Date, the Exchange Agent must have received from the holder and the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by mail, hand delivery or facsimile transmission) setting forth the name and address of the holder, the certificate number(s) of the Tendered Securities and the principal amount of Tendered Securities, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal together with the certificate(s) representing the Outstanding Securities or a confirmation of book-entry transfer of the Outstanding Securities into the Exchange Agent’s account at the Depositary Trust Company (the “DTC”) and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed Letter of Transmittal or facsimile of the Letter of Transmittal, as well as all other documents required by this Letter of Transmittal and the certificate(s) representing all Tendered Securities in proper form for transfer or a confirmation of book-entry transfer of the Outstanding Securities into the Exchange Agent’s account at the DTC, must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. Any holder who wishes to tender Outstanding Securities pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Securities prior to 5:00 p.m., New York City time, on the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by an Eligible Holder who attempted to use the guaranteed delivery process.

     3. Beneficial Owner Instructions to Registered Holders.Only a holder in whose name Tendered Securities are registered on the books of the registrar (or the legal representative or attorney-in-fact of such registered holder) may execute and deliver this Letter of Transmittal. Any Beneficial Owner of Tendered Securities who is not the registered holder must arrange promptly with the registered holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the registered holder of the  Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner  form accompanying this Letter of Transmittal.

     4. Partial Tenders. Tenders of Outstanding Securities will be accepted only in integral multiples of $1,000 in principal amount. If less than the entire principal amount of Outstanding Securities held by the holder is tendered, the

9

 
tendering holder should fill in the principal amount tendered in the column labeled “Aggregate Principal Amount Tendered” of the box entitled “Description of Outstanding Securities Tendered” (Box 1) above. The entire principal amount of Outstanding Securities delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Outstanding Securities held by the holder is not tendered, then Outstanding Securities for the principal amount of Outstanding Securities not tendered and New Securities issued in exchange for any Outstanding Securities tendered and accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal, as soon as practicable following the Expiration Date.

     5. Signatures on the Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the Tendered Securities, the signature must correspond with the name(s) as written on the face of the Tendered Securities without alteration, enlargement or any change whatsoever.

      If any of the Tendered Securities are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any Tendered Securities are held in different names, it will be necessary to complete, sign and submit as many separate copies of the Letter of Transmittal as there are different names in which Tendered Securities are held.

      If this Letter of Transmittal is signed by the registered holder(s) of Tendered Securities, and New Securities issued in exchange therefor are to be issued (and any untendered principal amount of Outstanding Securities is to be reissued) in the name of the registered holder(s), then such registered holder(s) need not and should not endorse any Tendered Securities, nor provide a separate bond power. In any other case, such registered holder(s) must either properly endorse the Tendered Securities or transmit a properly completed separate bond power with this Letter of Transmittal, with the signature(s) on the endorsement or bond power guaranteed by an Eligible Institution.

      If this Letter of Transmittal is signed by a person other than the registered holder(s) of any Tendered Securities, such Tendered Securities must be endorsed or accompanied by appropriate bond powers, in each case, signed as the name(s) of the registered holder(s) appear(s) on the Tendered Securities, with the signature(s) on the endorsement or bond power guaranteed by an Eligible Institution.

      If this Letter of Transmittal or any Tendered Securities or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Issuer, evidence satisfactory to the Issuer of their authority to so act must be submitted with this Letter of Transmittal.

      Endorsements on Tendered Securities or signatures on bond powers required by this Instruction 5 must be guaranteed by an Eligible Institution.

      Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution unless the Tendered Securities are tendered (i) by a registered holder who has not completed the box set forth herein entitled “Special Delivery Instructions” (Box 3) or (ii) by an Eligible Institution.

     6. Special Delivery Instructions. Tendering holders should indicate, in the applicable box (Box 3), the name and address to which the New Securities and/or substitute Outstanding Securities for principal amounts not tendered or not accepted for exchange are to be sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

     7. Transfer Taxes. The Issuer will pay all transfer taxes, if any, applicable to the exchange of Outstanding Securities pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Securities pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or on any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

      Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Tendered Securities listed in this Letter of Transmittal.

     8. Tax Identification Number. Federal income tax law requires that the holder(s) of any Tendered Securities which are accepted for exchange must provide the Issuer (as payor) with its correct taxpayer identification number (“TIN”), which,

10

 
in the case of a holder who is an individual, is his or her social security number. If the Issuer is not provided with the correct TIN, the Holder may be subject to backup withholding and a $50 penalty imposed by the Internal Revenue Service. (If withholding results in an over-payment of taxes, a refund may be obtained.) Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.

      To prevent backup withholding, each holder of Tendered Securities must provide such holder’s correct TIN by completing the Substitute Form W-9 set forth herein, certifying that the TIN provided is correct (or that such holder is awaiting a TIN), and that (i) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the Tendered Securities are registered in more than one name or are not in the name of the actual owner, consult the “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for information on which TIN to report.

      The Issuer reserves the right in its sole discretion to take whatever steps are necessary to comply with the Issuer’s obligation regarding backup withholding.

     9. Validity of Tenders. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of Tendered Securities will be determined by the Issuer in its sole discretion, which determination will be final and binding. The Issuer reserves the right to reject any and all Outstanding Securities not validly tendered or any Outstanding Securities the Issuer’s acceptance of which would, in the opinion of the Issuer or its counsel, be unlawful. The Issuer also reserves the right to waive any conditions of the Exchange Offer or defects or irregularities in tenders of Outstanding Securities as to any ineligibility of any holder who seeks to tender Outstanding Securities in the Exchange Offer. The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Issuer shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Securities must be cured within such time as the Issuer shall determine. Neither the Issuer, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Outstanding Securities, nor shall any of them incur any liability for failure to give such notification. Tenders of Outstanding Securities will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Securities received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

     10. Waiver of Conditions. The Issuer reserves the right to amend, waive or modify any of the conditions in the Exchange Offer in the case of any Tendered Securities.

     11. No Conditional Tender. No alternative, conditional, irregular, or contingent tender of Outstanding Securities or transmittal of this Letter of Transmittal will be accepted.

     12. Mutilated, Lost, Stolen or Destroyed Outstanding Securities. Any tendering Holder whose Outstanding Securities have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated herein for further instructions.

     13. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address indicated herein. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

     14. Acceptance of Tendered Securities and Issuance of New Securities; Return of Outstanding Securities. Subject to the terms and conditions of the Exchange Offer, the Issuer will accept for exchange all validly tendered Outstanding Securities as soon as practicable after the Expiration Date and will issue New Securities therefor as soon as practicable thereafter. For purposes of the Exchange Offer, the Issuer shall be deemed to have accepted tendered Outstanding Securities when, as and if the Issuer has given written or oral notice (immediately followed in writing) thereof to the Exchange Agent. If any Tendered Securities are not exchanged pursuant to the Exchange Offer for any reason, such unexchanged Outstanding Securities will be returned, without expense, to the undersigned at the address shown in Box 1 or at a different address as may be indicated herein under “Special Delivery Instructions” (Box 3).

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     15. Withdrawal. Tenders may be withdrawn only pursuant to the procedures set forth in the Prospectus under the caption “Exchange Offer — Withdrawal of Tenders.”

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EXHIBIT 99.2

INSTRUCTIONS

TO REGISTERED HOLDER AND/ OR
BOOK-ENTRY TRANSFER FACILITY PARTICIPANT
FROM BENEFICIAL OWNER
OF

NRG ENERGY, INC.

In Respect of

Exchange Offer for
8% Second Priority Senior Secured Notes due 2013

Pursuant to the Prospectus dated                     , 2004

      To Registered Holder and/or Book Entry Transfer Facility Participant:

      The undersigned hereby acknowledges receipt of the Prospectus, dated                       , 2004 (the “Prospectus”) of NRG Energy, Inc., a Delaware corporation (the “Issuer”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Issuer’s offer (the “Exchange Offer”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

      This will instruct you, a registered holder and/or Book-Entry Transfer Participant, as to action to be taken by you relating to the Exchange Offer with respect to the $1,725,000,000 in aggregate principal amount of the 8% Second Priority Senior Secured Notes due 2013 (the “Outstanding Securities”) held by you for the account of the undersigned.

      The aggregate principal amount of the Outstanding Securities held by you for the account of the undersigned is (fill in amount):

      $                      .

      With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

      o TO TENDER Outstanding Securities held by you for the account of the undersigned in the aggregate principal amount of (fill in amount, if any):

      $                      .

      o NOT TO TENDER any Outstanding Securities held by you for the account of the undersigned.

      If the undersigned instructs you to tender the Outstanding Securities held by you for the account of the undersigned, it is understood that you are authorized:
 	 	
 	      (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) the undersigned’s principal residence is in the state of  (fill in state)                        , (ii) the undersigned is not participating, does not participate, and has no arrangement or understanding with any person to participate in the distribution of the New Securities, (iii) the New Securities to be acquired by the undersigned and any Beneficial Owner(s) in connection with the Exchange Offer are being acquired by the undersigned and any Beneficial Owner(s) in the ordinary course of business of the undersigned and any Beneficial Owner(s), (iv) the undersigned and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Securities, (v) except as otherwise disclosed in writing herewith, neither the undersigned nor any Beneficial Owner is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer, (vi) that the undersigned is not a broker-dealer	

 
 	 	
 	tendering securities directly acquired from the Issuer for its own account, and (vii) the undersigned and each Beneficial Owner acknowledge and agree that any person participating in the Exchange Offer with the intention or for the purpose of distributing the New Securities must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), in connection with a secondary resale of the New Securities acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in the no-action letters that are discussed in the section of the Prospectus entitled “The Exchange Offer”;	
 	 	
 	      (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and	
 	 	
 	      (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of such Outstanding Securities.	
SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name (please print):

Address:

Telephone number:

Taxpayer Identification or Social Security Number:

Date: 

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EXHIBIT 99.3

NOTICE OF GUARANTEED DELIVERY

NRG ENERGY, INC.

With Respect to the Exchange Offer
Pursuant to the Prospectus Dated                     , 2004

      This form must be used by holders of the $1,725,000,000 in aggregate principal amount of the 8% Second Priority Senior Secured Notes due 2013, (the “Outstanding Securities”) of NRG Energy, Inc., a Delaware corporation (the “Issuer”), who wish to tender Outstanding Securities to the Exchange Agent pursuant to the guaranteed delivery procedures described in “Exchange Offer — Guaranteed Delivery Procedures” of the Issuer’s Prospectus, dated                       , 2004 and in Instruction 2 to the related Letter of Transmittal. Any holder who wishes to tender Outstanding Securities pursuant to such guaranteed delivery procedures must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery prior to the Expiration Date of the Exchange Offer. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus or the Letter of Transmittal.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2004 UNLESS EXTENDED (THE “EXPIRATION DATE”).

Law Debenture Trust Company of New York
(the “Exchange Agent”)

By Hand, Overnight Courier or Registered/ Certified Mail:

Law Debenture Trust Company of New York
767 Third Avenue, 31st Floor
New York, New York 10017
Attention: NRG Exchange

Facsimile Transmission (for Eligible Institutions only):

(212) 750-1361

Confirm by Telephone

(212) 750-0888

     Delivery of this instrument to an address other than as set forth above will not constitute a valid delivery.

      This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

 

Ladies and Gentlemen:

      The undersigned hereby tenders to the Issuer, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Outstanding Securities set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the related Letter of Transmittal.

      The undersigned hereby tenders the Outstanding Securities listed below:

	
Certificate Number(s) (if known) of	 	 	
Outstanding Securities or Account	 	Aggregate Principal	 	Aggregate Principal	
Number at the Book-Entry Facility	 	Amount Represented	 	Amount Tendered	

	

	

	

	

 	
PLEASE SIGN AND COMPLETE	

	
Signatures of Registered Holder(s) or
Authorized Signatory: 

Name(s) of Registered Holder(s): 

	 	
Date: ---------------------, 2004

Address: 

Area Code and Telephone No.: 	

	 	

	

 	      This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as their name(s) appear on certificates for Outstanding Securities or on a security position listing as the owner of Outstanding Securities, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:	 	
Please print name(s) and address(es)
 	 	 	
Name(s):	 	

	

	
 	
Capacity:	 	

	
 	
Address(es):	 	

	

	
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GUARANTEE	
(Not to be used for signature guarantee)	
 	
The undersigned, a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), together with the Outstanding Securities tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Outstanding Securities into the Exchange Agent’s account at the Book-Entry Transfer Facility described in the Prospectus under the caption “The Exchange Offer” and in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York City time, on the third New York Stock Exchange trading day following the Expiration Date.	

	
 	Name of firm: 

Address: 

Area Code and Tel. No. 

	 	

(Authorized Signature)

Name: 

(Please Print)

Title: 

Date: ---------------------, 2004	

	
     DO NOT SEND OUTSTANDING SECURITIES WITH THIS FORM. ACTUAL SURRENDER OF OUTSTANDING SECURITIES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

       1. Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address as set forth herein prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail, the holders may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 2 of the related Letter of Transmittal.

     2. Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Securities referred to herein, the signature must correspond with the name(s) written on the face of the Outstanding Securities without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by the Trustee whose name appears on a security position listing as the owner of the Outstanding Securities, the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Securities.

      If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Securities listed or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appears on the Outstanding Securities or signed as the name of the participant shown on the Book-Entry Transfer Facility’s security position listing.

      If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit with the Letter of Transmittal evidence satisfactory to the Issuer of such person’s authority to so act.

      3. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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