Credit Sleeve and Reimbursement Agreement

Exhibit 10.1B

Schedules and Exhibits to the
Credit Sleeve and Reimbursement Agreement
dated as of September 24, 2006,

as amended and restated as of August 1, 2007

(Portions of this Exhibit have been omitted
pursuant to a request for confidential treatment)

Schedule 1.01(a)

To Credit Sleeve and Reimbursement Agreement
Risk Management Policy Violations

[***]

Schedule 1.01(b)

To Credit Sleeve and Reimbursement Agreement

Calculations Relating to Exchange Traded Contracts

Adjusted Volume:

For Exchange Traded Contracts with the following delivery periods and volume quantities,

the “ Adjusted Volume ” of the Mirror OTC Contracts to be entered into between REPS and the Sleeve Provider as part of the (EFS Transaction or ICE Block Transaction) under the Credit Sleeve and Reimbursement Agreement will be computed as follow:

“ AZP ” shall be the Adjusted Zero Prices that corresponds to the date on the Adjusted Zero Curve which is defined below.

The Adjusted Volume will be rounded off to the nearest full unit (mmbtu or mwh).

Calculation of Adjusted Zero Curve:

The Credit Sleeve Provider will calculate an adjusted LIBOR forward curve (the “ Adjusted LIBOR Forward Curve ”) each day by adding the marginal cost of capital adder (the “ MCC Adder ”) to the inputs used to calculate the Merrill Lynch & Co. standard LIBOR curve (the “ Merrill LIBOR Curve ”).

“ MCC Adder ” shall be:

(a) [***]; for purposes of calculating the Adjusted Volume of Mirror OTC Contracts executed in connection with (EFS Transactions or ICE Block Transactions) that are A & R Date Transactions described in Section 2.03(a) of the Credit Sleeve Reimbursement Agreement; and

(b) the marginal cost of capital relative to LIBOR that all Merrill Lynch & Co.’s trading desks are charged for the use of funds by Merrill Lynch & Co. (as of the date of such EFS Transaction or ICE Block Transaction), which amount is relative to LIBOR that is the

average cost of capital for Merrill Lynch & Co. across all maturities (such MCC Adder can be positive or negative); for purposes of calculating the Adjusted Volume of Mirror OTC Contracts executed in connection with EFS Transactions or ICE Block Transactions that are Ongoing Transactions described in Section 2.03(b) of the Credit Sleeve Reimbursement Agreement

As of the A & R Date, the MCC Adder described in subsection (b) above is [***]; however, such amount may change in accordance with changes to Merrill Lynch & Co.’s marginal cost of capital as described above.

“ Merrill LIBOR Curve ” shall be the LIBOR curve used by Merrill Lynch & Co. and its subsidiaries in their U.S. and world wide swap and futures operations and business and used to mark its interest rate position to market.   It is understood that Merrill Lynch & Co. may modify the inputs for how it determines this curve; however, it will continue to use the same curve for the Merrill LIBOR Curve as used in this Schedule and for its other operations as described in the foregoing sentence.

Using the Adjusted LIBOR Forward Curve the Sleeve Provider will calculate a corresponding zero curve (the “ Adjusted Zero Curve ”), and provide such Adjusted Zero Curve to REPS on each Business Day, no later than 12:00 p.m. CPT, and such curve shall be applicable to the (EFS Transactions and ICE Block Transactions) that are executed on that day.  The Adjusted Zero Curve will be a strip of monthly Adjusted Zero Prices, which represent the present value of $1.00 dollar received on a specific date in the future, assuming the Adjusted LIBOR Forward Curve for discounting purposes with discounting being computed utilizing the continuously compounding methodology.  The Adjusted Zero Curve provided will have 5 places after the decimal point.

The term of the Adjusted LIBOR Forward Curve and the corresponding Adjusted Zero Curve will be 72 months, including the then current month; provided, however, that to the extent REPS currently has or in the future obtains an Exchange Traded Contract for a longer period, then the Sleeve Provider will extend the Adjusted LIBOR Forward Curve and the Adjusted Zero Curve to match such longer period.  Adjusted Zero Prices that correspond to dates that are between the Monthly Dates in the table below will be calculated using linear interpolation.  The format utilized by the Sleeve Provider in providing this information will include at a minimum the following attributes:

Treatment for Options :

For purposes of clarification the Parties agree that no adjustment will be made to the volumes of options transactions which are transferred pursuant to EOO Transactions under the Credit Sleeve Reimbursement Agreement, or in other words the Adjusted Volume of any Mirror OTC Contract that is an option will be the exact same volume as the volume of the corresponding Exchange Traded Contract.

Physical Exposure Management Fee:

For Exchange Traded Contracts that provide for physical delivery, (both futures contracts and options that provide for physical delivery futures contracts) and are transferred to the Sleeve Provider pursuant to an EFS or EOO Transaction, the following will apply:  REPS agrees to pay to Sleeve Provider (or Sleeve Provider agrees to pay to REPS) a fee (the “ Physical Exposure Management Fee ” or “ PhEM ”) equal to: the actual premium paid or received by Sleeve Provider to liquidate the physical exposure. Sleeve Provider will provide REPS notice of the PhEM amount within 2 Business Days of liquidating the physical exposure with a third party. REPS may request that the Sleeve Provider provide deal tickets as evidence of the actual premium paid or received by Sleeve Provider.  PhEM shall be due and payable by the applicable Party at the time of settlement of the Mirror OTC Transaction associated with such EOO or EFS Transaction.

Schedule 1.01(c)

To Credit Sleeve and Reimbursement Agreement
Determination of K and VaR

[***]

6

Schedule 1.01(e)

To Credit Sleeve and Reimbursement Agreement

Trademarks

Schedule 1.01(f)
To Credit Sleeve and Reimbursement Agreement
Credit Limit Approval Guidelines

[***]

Schedule 2.01(b)

To Credit Sleeve and Reimbursement Agreement

C&I Customer Wholesale Purchase Provisions

[***]

Schedule 2.02(a)

To Credit Sleeve and Reimbursement Agreement

Counterparty Document Negotiation Provisions

[***]

Schedule 2.04

To Credit Sleeve and Reimbursement Agreement

C&I Contracts and Governmental Contracts Receiving ML Guarantee

[***]

Schedule 3.04

To Credit Sleeve and Reimbursement Agreement

Calculation and Settlement of Monthly Sleeve Fee

(a)           For the period from the Effective Date through the Unwind Start Date, on each Monthly Payment Date, REPS shall pay to the Sleeve Provider a monthly fee in arrears equal to the Sleeve Fee Factor as in effect from time to time for each MWh that the Reliant Retail Obligors deliver to their C&I Customers, Residential Mass Customers and Business Services Mass Customers (excluding any load provided to Equistar Chemicals, LP in connection with the Channelview Services Agreement), in each case, in connection with the Retail Energy Business during such period, as determined by the Sleeve Provider based on (i) with respect to the ERCOT Market and the PJM Market, settled load data provided from the applicable Approved ISO, and (ii), with respect to the PJM Market only, billed sales volumes allocated to a flow month in accordance with Section (b)(ii)(A)(2) of this Schedule 3.04 (such MWHs, the “ ERCOT MWHs ” or “ PJM MWHs ”, as applicable, and collectively, the “ MWHs ”, and such monthly fee as adjusted from time to time, the “ Sleeve Fee ”).  Payments of the Sleeve Fee will be determined and made in accordance with the procedures set forth below.

As used in this Schedule 3.04, the term “ Sleeve Fee Factor ” means $0.40 per MWh provided that such amount shall be adjusted from time to time as follows: (a) under the circumstances, in the amount, at the times and for the periods set forth in Annex A hereto and (b) in the event that the Merrill Parties receive an indemnity contemplated by Section 9.03(a) of the CSRA, by an additional $0.40 per MWh during the period while such indemnity is in effect (cumulative with the effect of any adjustment referred to in clause (a)(if any) from time to time), commencing with first day of the month following the month during which such indemnity was received and ending on the last day of the month during which such indemnity is terminated or expires.

(b)           REPS shall deliver to the Sleeve Provider for each delivery month the following information and associated data relating to the Sleeve Fee as follows:

(i)            Monthly Initial Settlement Calculation :

(A)          The initial settlement MWHs for such month shall be based on the applicable Approved ISO initial statements and the applicable PJM Line Loss Estimate described below (collectively, the “ Preliminary Statements ”):

(1)           With respect to the ERCOT Market, the initial settlement ERCOT MWHs for such month shall be based upon the ERCOT Initial Statement as defined by Section 9.2.3 of the ERCOT protocols issued on or about the 10 ^th calendar day of the month following delivery;

(2)           With respect to the PJM Market, the initial settlement PJM MWHs for such month shall be based upon the PJM initial statements issued on or about the 7 ^th calendar day of the month following delivery, reduced by the applicable PJM Line Loss Estimate; and

(3)           With respect to the PJM Market, a “PJM Line Loss Estimate” of 3% will be used for the period from August 1, 2007, through December 31, 2008.  On December 31, 2008, and each December 31 ^st thereafter, the PJM Line Loss Estimate to be used for the succeeding 12 month period shall be calculated based on the difference between the PJM published volumes and the actual billed sales volumes to customers for the most recent preceding 12 month period for which information to complete such calculation is then available.   Should known or expected regulatory, operational, or other factors materially impact the reasonableness of using such calculation methodology for application to future volumes, REPS or Sleeve Provider may propose alternate calculation

methodology expected to produce more accurate estimates by notice to Sleeve Provider or REPS, as the case may be, after which both parties shall use commercially reasonable efforts to mutually agree to an appropriate alternate calculation methodology.  Until such alternate calculation methodology is agreed, the prior calculation methodology shall be used to calculate the “PJM Line Loss Rate”.  After such alternate calculation methodology is agreed, such alternate calculation methodology shall be used to calculate the “PJM Line Loss Rate”.

(B)           REPS shall provide to the Sleeve Provider a summary of the MWHs for such month from the Preliminary Statements by the 15 ^th calendar day of the month following delivery or, if such date is not a Business Day, the immediately succeeding Business Day.  In the event that data provided by the applicable Approved ISO is omitted or incomplete for any day(s) of the subject month REPS shall provide an “Omission Estimate” for each day to be used for settlement calculation subject to review and approval by the Sleeve Provider.  The Sleeve Provider shall be notified of any Omission Estimate as an explicit notation included as part of the summary of volumes.

(C)           The “ Initial Monthly Sleeve Fee Amount ” for such month shall be the MWHs per Schedule 3.04(b)(i)(B) for such month multiplied by the Sleeve Fee Factor in effect for such month.

(D)          Payment of the Initial Monthly Sleeve Fee Amount for such month under Schedule 3.04(b)(i)(C) shall be due on the next Monthly Payment Date.

(ii)           Monthly Final Settlement Calculation :

(A)          The settlement MWHs for such month shall be based on the following:

(1)           With respect to the ERCOT Market, the settlement ERCOT MWHs for such month shall be based on the ERCOT Final Statement as defined by Section 9.2.4 of the ERCOT protocols issued on or about the 59 ^th calendar day of the month following delivery; and

(2)           With respect to the PJM Market, the settlement PJM MWHs for such month shall be based on the actual billed sales volumes of PJM MWHs allocated to such month by flow month, such information available on or about the 1 ^st calendar day of the 4 ^th month following delivery.  The actual billed sales volumes of PJM MWHs allocated to each month by flow month shall be calculated by taking the volumes for each applicable cycle read covering all or a portion of the flow month divided by the number of days in such cycle read to determine a per day volume for such cycle read.  Such per day volume(s) for the applicable cycle(s) shall be allocated to each day of the flow month covered by such cycle(s) .

(B)           REPS shall provide to the Sleeve Provider:

(1)           With respect to the ERCOT Market, a summary of ERCOT MWHs for such month from the ERCOT Final Statement by the 15 ^th calendar day of the third month following delivery (i.e. January 2007 shall be due by April 15, 2007) or, if such date is not a Business Day, the immediately succeeding Business Day.  In the event that data provided by ERCOT is omitted or incomplete for any day(s) of the subject month REPS shall provide an Omission Estimate for each day to be used for settlement calculation subject to review and approval by the Sleeve Provider.  The Sleeve Provider shall be notified of any Omission Estimate as an explicit notation included as part of the summary of volumes; and

(2)           With respect to the PJM Market Area, a summary of the actual billed sales volumes of PJM MWHs for such month allocated to such month by flow month by the 15 ^th calendar day of the fourth month following delivery (i.e. January 2007 shall be due by May 15, 2007) or, if such date is not a Business Day, the immediately succeeding Business Day.

(C)           The “ Monthly Sleeve Fee Amount ” for such month shall be the difference between (i) the MWHs per Schedule 3.04(b)(ii)(B) for such month multiplied by the Sleeve Fee Factor in effect for such month less (ii) the Initial Monthly Sleeve Amount for such month in accordance with Schedule 3.04(b)(i)(C).  If the difference is positive an amount equal to the difference shall be due to the Sleeve Provider.  If the difference is negative an amount equal to the absolute value of the difference shall be due to REPS.

(D)          Payment of the Monthly Sleeve Fee Amount for such month under Schedule 3.04(b)(ii)(C) shall be due on the next Monthly Payment Date.

(iii)          Monthly True-Up Statement Calculation : Solely with respect to the ERCOT Market, for such delivery month:

(A)          REPS shall provide to the Sleeve Provider a summary of the ERCOT MWHs for such month from the ERCOT True-Up Statement as defined by Section 9.2.6 of the ERCOT protocols that have been received by REPS for such month by the 15 ^th calendar day of the month during which such information is received or, if such date is not a Business Day, the immediately succeeding Business Day;

(B)           The “ True-Up Sleeve Fee Amount ” for such month shall be equal to the product of (i) the ERCOT MWHs per the ERCOT True-Up Statement provided per Schedule 3.04(b)(iii)(A) for such month minus the ERCOT MWHs for such month per the ERCOT Final Statement per Schedule 3.04(b)(ii)(B) for such month multiplied by (ii) the Sleeve Fee Factor in effect for such month.  If the product is positive an amount equal to the product shall be due to the Sleeve Provider.  If the product is negative an amount equal to the absolute value of the product shall be due to REPS; and

(C)           Payment of the True-Up Sleeve Fee Amount for such month under Schedule 3.04(b)(iii)(B) shall be due on the next Monthly Payment Date.

(iv)          Monthly Invoice : The Sleeve Provider shall provide an invoice to REPS within two Business Days of the receipt from REPS of the summary of MWhs in accordance with Schedule 3.04(b)(i), (ii) and (iii) with respect to such month; provided that if REPS does not furnish such information in a timely manner, such invoice may be prepared on the basis of reasonable estimates of such information prepared by the Sleeve Provider.  The invoice shall include the following with respect to each Approved ISO, if applicable, for such month:  (A) the Initial Monthly Sleeve Fee Amount per Schedule 3.04(b)(i), (B) the Monthly Sleeve Fee Amount per Schedule 3.04(b)(ii) and (C) the True-Up Sleeve Fee Amount per Schedule 3.04(b)(iii).  The Sleeve Provider will be the invoicing party regardless of whether the invoice amount is a receivable or payable amount with respect to the Sleeve Provider

(c)           During the Unwind Period, until the take-out of the Sleeve Provider in accordance with Section 10.01(a)(i), (ii), (iv) or (v) of the CSRA (the date of such take-out, the “ Take-Out Date ”) or the Unwind Conclusion Date, REPS shall pay to the Sleeve Provider a monthly fee in arrears equal to the Sleeve Fee Factor in effect from time to time for each  MWh that the Reliant Retail Obligors:

                (i)            deliver to their C&I Customers starting on the Unwind Start Date in connection with the Retail Energy Business during such period, to the extent such deliveries are under

contractual delivery commitments in effect on the Unwind Start Date, as determined and invoiced by the Sleeve Provider based on contracted load data provided by REPS; and

                (ii)           are projected, with those projections being those in effect on the Unwind Start Date, to deliver to their Residential Mass Customers and Business Services Mass Customers starting on the Unwind Start Date in connection with the Retail Energy Business during such period, to the extent the supply for such MWHs was hedged under the CSRA on the Unwind Start Date, as determined and invoiced by the Sleeve Provider based on monthly projected load data provided by REPS consistent with the data provided in the daily reporting, as adjusted by the following:

                                                                (A)          for Residential Mass Customers, to the extent there is a greater than 10% migration between current customer count and customer count as projected on the Unwind Start Date for the current period (as determined by ESID count), the projected load data (in effect on the Unwind Start Date) will be adjusted on a pro-rata basis from the start of the month during which such migration threshold occurred and going forward to reflect the customers that have migrated; and

                                                                (B)           for Business Services Mass Customers load, to the extent there is a greater than 10% migration between Business Services Mass Customers load and Business Services Mass Customers load as projected on the Unwind Start Date for the current period (as determined by annualized volume (adjusted for seasonality)), the projected load data (in effect on the Unwind Start Date) will be adjusted on a pro-rata basis from the start of the month during which such migration threshold occurred and going forward to reflect the customers that have migrated;

(such monthly fee as adjusted from time to time, the “ Unwind Sleeve Fee ”).

(d)           REPS shall provide the Sleeve Provider a summary of volumes in MWhs as defined in Schedule 3.04(c)(i) and (ii) and any other data and computations including ESID counts and annualized load (adjusted for seasonality) needed by the Sleeve Provider by the 15 ^th calendar day of each month following each delivery month or, if such day is not a Business Day, the immediately succeeding Business Day.  The Sleeve Provider shall provide an invoice with respect to the Unwind Sleeve Fee to REPS within two Business Days of the receipt from REPS of the summary of volumes in accordance with Schedule 3.04(c) (i) and (ii); provided that if REPS does not furnish such information in a timely manner, such invoice may be prepared on the basis of reasonable estimates of such information prepared by the Sleeve Provider.  The Sleeve Provider will be the invoicing party regardless of whether the invoice amount is a receivable or payable amount with respect to the Sleeve Provider.  Payment with respect to the Unwind Sleeve Fee shall be due and payable in arrears for each delivery month on the next Monthly Payment Date after invoicing and on the Take-Out Date and the Unwind Conclusion Date.

Annex A to Schedule 3.04

To Credit Sleeve and Reimbursement Agreement

Certain Adjustments to the Sleeve Fee Factor

Sleeve Fee Increase Zones

Schedule 3.05

To Credit Sleeve and Reimbursement Agreement

Calculation of Make-whole Payment

“ Make-whole Payment ” means, as of any date of determination, an amount equal to the greater of (i) $50,000,000 less the sum of (A) the Structuring Fee (as defined in Section 3.06 of the CSRA), (B) the PJM Structuring Fee (as defined in Section 3.06 of the CSRA), and (C) the aggregate amounts of the Monthly Sleeve Fees that have been paid to the Sleeve Provider as of such date since the Initial Effective Date (i.e. $50,000,000 — (SF + PJM SF + MSFs)) and (ii) $0, determined by the Sleeve Provider on such date.

Schedule 3.07(a)

To Credit Sleeve and Reimbursement Agreement

Merrill Account

JP Morgan Chase

ABA 021000021

Account Number# [***]

Account Name Merrill Lynch Commodities, Inc.

Schedule 5.13

To Credit Sleeve and Reimbursement Agreement

List of Subsidiaries

Equity investment

1.                RERH Holdings, LLC’s ownership of 1,000 units of the membership interest of Reliant Energy Retail Holdings, LLC

2.                Reliant Energy Retail Holdings, LLC’s ownership of

a.                1,000 units of the membership interest of Reliant Energy Retail Services, LLC

b.               1,000 units of the membership interest of Reliant Energy Power Supply, LLC

c.                1,000 units of the membership interest of Reliant Energy Solutions East, LLC

3.                Reliant Energy Retail Services, LLC’s ownership of 1,000 units of the membership interest of RE Retail Receivables, LLC

Address of principal place of business for all of the above:

1000 Main Street
Houston, Texas  77002

Schedule 7.14

To Credit Sleeve and Reimbursement Agreement

List of Retail Services

[***]

Schedule 12.13

To Credit Sleeve and Reimbursement Agreement

List of Calculation Agents

[***]

Exhibit A1

To Credit Sleeve and Reimbursement Agreement

Form of ML Guarantee for Accepted Counterparties

GUARANTEE OF MERRILL LYNCH & CO., INC.

WHEREAS, Reliant Energy Power Supply, LLC, a Delaware limited liability company (“REPS”), and certain of its affiliates have entered into an agreement with Merrill Lynch Commodities, Inc., a corporation duly organized and existing under the laws of the State of Delaware (“MLCI”), and its parent, Merrill Lynch & Co., Inc., a corporation duly organized and existing under the laws of the State of Delaware (“ML & CO.”), related to an enhanced credit structure for the retail electric business of REPS and its affiliates;

WHEREAS, as part of the consideration for the above described agreement, ML & Co. has agreed to issue this Guarantee, guarantying the obligations of REPS under the Agreement described below, consistent with the terms and conditions set forth below.

FOR VALUE RECEIVED, receipt of which is hereby acknowledged, ML & CO. hereby unconditionally guarantees to [                   ] (the “Company”), the due and punctual payment of any and all amounts payable by REPS, its successors and permitted assigns, to the extent such successors or permitted assigns are direct or indirect subsidiaries of RERH Holdings, LLC, a Delaware limited liability company, under the terms of the [EEI/ISDA] Master Agreement between the Company and REPS, dated as of [                 ], 2006 (the “Agreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof.  In case of the failure of REPS punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee.  This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of REPS or otherwise, all as though such payment had not been made.

ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against REPS or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor.  ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Agreement.  This Guarantee shall continue to be effective if REPS merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist.

ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of REPS; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against REPS.

ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws.  This Guarantee guarantees only payment obligations of REPS and does not guarantee the performance of any other obligations of, including, but not limited to, physical delivery or, to the extent applicable, reporting obligations of REPS.  This Guarantee constitutes a guarantee of payment and not of collection.

This Guarantee shall be governed by, and construed in accordance with, the law of the State of New York.

This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Agreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect, and shall be irrevocable, with respect to any payment obligation of REPS arising under any Transaction under and as defined in the Agreement entered into prior to the effectiveness of such notice of termination.

This Guarantee becomes effective upon written notice to such effect from ML & Co., or MLCI on its behalf, to the Company given in accordance with the notice provisions of the Agreement making specific reference to this Guarantee and the Agreement.

IN WITNESS WHEREOF, ML & Co. has caused this Guarantee to be executed in its corporate name by its duly authorized representative.

Exhibit A2

To Credit Sleeve and Reimbursement Agreement

Form of ML Guarantee for C&I Customers

GUARANTEE OF MERRILL LYNCH & CO., INC.

WHEREAS, [Reliant Energy Retail Services, LLC][Reliant Energy Solutions East, LLC], a Delaware limited liability company (“[RERS][RESE]”), and certain of its affiliates have entered into an agreement with Merrill Lynch Commodities, Inc., a corporation duly organized and existing under the laws of the State of Delaware (“MLCI”), and its parent, Merrill Lynch & Co., Inc., a corporation duly organized and existing under the laws of the State of Delaware (“ML & CO.”), related to an enhanced credit structure for the retail electric business of [RERS][RESE] and its affiliates;

WHEREAS, as part of the consideration for the above described agreement, ML & Co. has agreed to issue this Guarantee, guarantying the obligations of [RERS][RESE] under the Agreement described below, consistent with the terms and conditions set forth below.

FOR VALUE RECEIVED, receipt of which is hereby acknowledged, ML & CO. hereby unconditionally guarantees to [                        ] (the “Company”), the due and punctual payment of any and all amounts payable by [RERS][RESE], its successors and permitted assigns, to the extent such successors or permitted assigns are direct or indirect subsidiaries of RERH Holdings, LLC, a Delaware limited liability company, under the terms of the [Contract] between the Company and [RERS][RESE], dated as of [                 ] (the “Agreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof.  In case of the failure of [RERS][RESE] punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee.  This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of [RERS][RESE] or otherwise, all as though such payment had not been made.

ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against [RERS][RESE] or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor.  ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Agreement.  This Guarantee shall continue to be effective if [RERS][RESE] merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist.

ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of [RERS][RESE]; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against [RERS][RESE].

ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws.  This Guarantee guarantees only payment obligations of [RERS][RESE] and does not guarantee the performance of any other obligations of, including, but not limited to, physical delivery or, to the extent applicable, reporting obligations of [RERS][RESE].  This Guarantee constitutes a guarantee of payment and not of collection.

This Guarantee shall be governed by, and construed in accordance with, the law of the State of New York.

This Guarantee becomes effective upon written notice to such effect from ML & Co., or MLCI on its behalf, to the Company (which notice may be given by e-mail) making specific reference to this Guarantee and the Agreement.

IN WITNESS WHEREOF, ML & Co. has caused this Guarantee to be executed in its corporate name by its duly authorized representative.

Exhibit B

To Credit Sleeve and Reimbursement Agreement

List of Accepted Counterparties

[***]

Exhibit C1

To Credit Sleeve and Reimbursement Agreement

Form of EEI Power Purchase and Hedging Contract

MASTER POWER PURCHASE AND SALE AGREEMENT

COVER SHEET

This Master Power Purchase and Sale Agreement (“ Master Agreement ”) is made of the following date:                    (“Effective Date”).  The Master Agreement , together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the “Agreement.”  The Parties to this Master Agreement are the following:

Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:

Party A Tariff:  FERC Electric Tariff, Original Volume No. 1 Dated:  September 19, 2006  Docket Number:  ER06-1272

Party B Tariff:   Tariff                                                            Dated                                        Docket Number                               

Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

Article One:  General Definitions

Section 1.12, “Credit Rating” shall be deleted.  “Credit Rating” shall have the meaning given in the Collateral Annex.

The following definitions are amended as set forth below:

1. Section 1.1 is revised to add the following at the end of such section: “Notwithstanding the foregoing, “Affiliate” means, with respect to Party A, RERH Holdings, LLC, and any subsidiary thereof, including Reliant Energy Retail Holdings, LLC, and Reliant Energy Retail Services, LLC,  and with respect to Party B,                           [if we know the Affiliates then fill in blank and if not use “Affiliate”] shall have the meaning given in the first two sentences of this definition..”

2.  Section 1.50 is amended to delete the reference to Section “2.4” and add “2.5”.

3.  Section 1.51 is amended to add the phrase “for delivery” immediately before the phrase “at the Delivery Point” in the second line.

4.  Section 1.53 is amended to (i) delete the phrase “at the Delivery Point” from the second line and (ii) insert after the phrase “commercially reasonable manner” in the sixth line, the following phrase “; provided, however if the Seller is unable after using commercially reasonable efforts to resell all or a portion of the Product not received by Buyer, the Sales Price with respect to such unsold Product shall be deemed equal to zero (0)”.

The following shall be added as a new definition:

““1.62  Merger Event” means, with respect to a Party or its Guarantor, as applicable, that such Party or its Guarantor consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganizes, reincorporates or reconstitutes into or as, another entity and, at the time of such consolidation,

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amalgamation, merger, transfer, reorganization, reincorporation or reconstitution:

(l)            the resulting, surviving or transferee entity fails to assume all the obligations of such Party or its Guarantor under this Agreement to which it or its predecessor was a party; or

(2)           the benefits of any Guaranty fails to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.”

Article Two:  Transaction Terms and Conditions

Section 2.4 is amended by deleting the words “either orally or” after the words “agreed to” in line seven.

Section 2.5 is amended by adding the words “regarding any Transaction and the terms thereof” after the word “Parties” in line three.

Article Four:  Remedies for Failure to Deliver/Receive

The following is added as a new Section 4.3:

“4.3   Suspension of Performance .  Notwithstanding, and in addition to the remedies provided pursuant to Sections 4.1 and 4.2, if Seller or Buyer fails to schedule and/or deliver/receive all or part of the Product pursuant to a Transaction, and such failure is not excused under the terms of the Product or by the other Party’s failure to perform, then upon one (1) Business Day prior notice, and for so long as the non-performing Party fails to perform, the performing Party shall have the right to suspend its performance under any or all Transactions.”

Article Five:  Events of Default; Remedies

Section 5.1(e) is amended by deleting “hereof;” and replacing it with the following: “and the Collateral Annex if such failure is not remedied within two (2) Business Days after written notice”.

Section 5.1(f) is amended in its entirety as follows:  “a Merger Event occurs with respect to such Party or its Guarantor;”.

Section 5.1(h)(ii) is amended to delete the following phrase from the third and fourth line thereof:  “and such failure shall not be remedied within three (3) Business Days after written notice”.

The following is added as an additional Event of Default under Section 5.1:

“Section 5.1(i) an event of default occurs (howsoever determined) with respect to such Party under any agreement between Party A and Party B under any forward contract, swap agreement or commodities contract (whether financially or physically settled) (collectively a “Specified Transaction”), in each case as defined in the United States Bankruptcy Code, and after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of that Specified Transaction.”

Section 5.2 is amended to (i) reverse the placement of “(i) and “to” in line three, and  (ii) delete the parenthetical beginning, (“or to the extent that in the reasonable opinion” through the rest of Section 5.2 and replace with the following:  “(it being understood, that to the extent in the reasonable opinion of the Non-Defaulting Party any of the Terminated Transactions may not be liquidated and terminated under applicable law on the Early Termination Date, then such Terminated Transactions shall be liquidated and terminated as soon thereafter as is reasonably practicable).   The Non-Defaulting Party (or its agent) may determine its Gains and Losses by reference to information either available to it internally or supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets.  Third parties supplying such information may include, without limitation, dealers in the relevant markets, information vendors and other sources of market information.”

Article Seven:  Limitations

Section 7.1 shall be amended by: (a) deleting “Except as set forth herein” from the first sentence and “Unless expressly herein provided” from the fifth sentence, (b) adding “Notwithstanding anything in this Agreement to the contrary” to the beginning of the fifth sentence, and “set forth in this Agreement” after “indemnity provision” and before “or otherwise”, also in the fifth sentence, and (c) adding the following language after the word “Equity” in the

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fourth sentence: “(except for the remedies provided by the Uniform Commercial Code for claims of anticipatory repudiation)”.

Article Ten:  Miscellaneous

Section 10.2 (vi) is amended to add the phrase “except as disclosed in each parties’ or its Guarantor’s, as applicable, SEC filing” at the end of the sentence in Section 10.2.

Section 10.2 (ix) is amended to read in its entirety as follows:

“(ix) it acknowledges and agrees that (A) Transaction(s) constitute “forward contracts” within the meaning of title 11 of the United States Code (the “ Bankruptcy Code ”); (B) each of Party A and Party B is a “forward contract merchant” within the meaning of the Bankruptcy Code with respect to any Transactions that constitute “forward contracts”; (C) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the Bankruptcy Code; (D) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; (E) each Party’s rights under Section 5.2, “Declaration of an Early Termination Date and Calculation of Settlement Amounts”, of this Agreement constitutes a “contractual right to liquidate” the Transactions within the meaning of the Bankruptcy Code; and (F) the other party is not a “utility” as such term is used in Section 366 of the Bankruptcy Code, and each party agrees to waive and not to assert the applicability of the provisions of Section 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each party further agrees to waive the right to assert that the other party is a provider of last resort;”

Section 10.4 is amended to add the phrase “unless a Claim is due to such Party’s gross negligence or willful misconduct” at the end of the first sentence of Section 10.4.

Section 10.5 is amended to (i) add the words “shall not be unreasonably withheld or delayed” after the words “which consent” in the second line; (ii) delete the words “may be withheld in the exercise of its sole discretion” in the second and third line; (iii) delete subparagraphs (i) and (ii) in their entirety from the fourth through sixth lines; and (iv) delete “or (iii)” from the eighth line.”

Section 10.11 is amended to (i)add “Merrill Lynch Commodities, Inc. or” after the word “than” in the third line;  (ii) add the following phrase after the word “lenders”: “and their counsel and advisors”; (iii) add the following after the word “accountants”: “Guarantor”; and (iv) add the following to the end of the paragraph:  “The Parties hereby acknowledge that the disclosure of price data only without counterparty name does not contravene this Section 10 so long as the data is disclosed to an index publisher that publishes the data in aggregated form and does not identify the Parties.”

The following shall be added as a new Section 10.12:

“10.12  With respect to any suit, action or proceedings relating to this Agreement, each Party irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City and waives any objection it may have at any time to the laying of venue of any such proceedings brought in any such court, waives any claim that such proceedings have been brought in any inconvenient forum and further waives the right to object, with respect to such proceedings, that such court does not have any jurisdiction over such Party.  EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT.”

The following shall be added as a new Section 10.13:

“10.13  From the date of entering into a Transaction under this Master Agreement and throughout the term of such Transaction, the Parties each warrant and covenant as follows:

(a)     Absent the agreement of all Parties to the proposed change, the standard of review for changes to any section of this Master Agreement (including all Transactions and/or Confirmations) specifying the rate(s) or other material economic terms and conditions agreed to by the Parties herein, whether proposed by a Party, a non-party or FERC acting sua sponte , shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp. , 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co. , 350 U.S. 348 (1956)( the “ Mobile-Sierra ” doctrine).

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(b)     The Parties, for themselves and their successors and assigns, (i) agree that this “public interest” standard shall apply to any proposed changes in any other documents, instruments or other agreements executed or entered into by the Parties in connection with this Master Agreement and (ii) hereby expressly and irrevocably waive any rights they can or may have to the application of any other standard of review, including the “just and reasonable” standard.”

(c)     With respect to Transactions in ERCOT, absent the agreement of all Parties to the proposed change, the standard of review for changes to any portion of this Master Agreement or any Transaction entered into hereunder proposed by a Party, a non-party, or the Public Utility Commission of Texas acting sua sponte , shall be the “public interest” standard of review set forth in High Plains Natural Gas Co. v. Railroad Commission, Tex. Cov. Appl. — Austin 1971, writ ref d n.r.e.) (the “High Plains” doctrine).”

The following shall be added as a new Section 10:14:

“10.14  Credit Sleeve Provisions:

(a)     Consent to Assignment.  Party B hereby consents to the assignment by Party A to Merrill Lynch Commodities, Inc. and Merrill Lynch & Co., Inc (together, the “Merrill Parties”) of all of Party A’s rights under this Agreement, including all rights to receive payments from Party B under this Agreement (any such payment, a “ Receivable ”), as collateral security for Party A’s obligations to the Merrill Parties in connection with an enhanced credit structure for Party A’s retail electric business provided by the Merrill Parties (the “Collateral Assignment”).

(b)     Collateral Account.  Party A hereby unconditionally and irrevocably authorizes and directs Party B to make, and, unless and until otherwise required by law or this agreement is terminated, Party B hereby agrees to make, any and all payments in respect of Receivables directly by wire transfer to the account specified in this Cover Sheet (the “Collateral Account”).  All such payments by Party B to the Collateral Account shall be free and clear of any deduction, set-off, netting arrangements or counterclaim, except as expressly provided in this Agreement.

(c)     Notice & Right to Cure Events of Default.  As set forth above, the Merrill Parties shall be provided with all notices under this Agreement, including notices of any Potential Event of Default or Event of Default hereunder.  In the event of a Potential Event of Default or Event of Default in which Party A is, or may become, the Defaulting Party, the Merrill Parties shall be permitted, at their option, to cure such default , [(if such event of default is capable of being cured by either Merrill Party [TO BE USED AS FALLBACK])] within any grace period applicable to Party A for such Potential Event of Default or Event of Default .”

Additional Provisions :

The following provisions shall be added to Schedule P: Products and Related Definitions:

“1.  Other Products and Service Levels .

        If the Parties agree to a service level defined by a different agreement (i.e., the WSPP agreement, the ERCOT agreement, etc.) for a particular Transaction, then, unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply, such reference to a service level/product defined by such other agreement means that the service level for that Transaction is subject to the applicable regional reliability requirements and guidelines as well as the excuses for performance, Force Majeure, Uncontrollable Forces, or other such excuses applicable to performance under such other agreement, to the extent inconsistent with the terms of this Agreement, but all other terms and conditions of this Agreement remain applicable including, without limitation, Section 2.2.

 2.    Index Transactions. If the Contract Price for a Transaction is determined by reference to a third-party information source, then the following provisions shall be applicable to such Transaction.

(a)   Market Disruption . If a Market Disruption Event occurs during a Determination Period, the Floating Price for the affected Trading Day(s) shall be the fallback reference price specified by the Parties if the Parties have specified such a fallback reference price.  If the Parties did not specify a fallback reference price the Floating Price shall be determined by reference to the Floating Price specified in the Transaction for the first Trading Day thereafter on which no Market Disruption Event exists; provided, however, if the Floating Price is not so determined within three (3) Business Days after the first Trading Day on which the Market Disruption Event occurred or existed, then the Parties shall negotiate in good faith to agree on a Floating Price (or a method for determining a Floating Price), and if the Parties have not so agreed on or before the twelfth Business Day following the first Trading Day on which the Market Disruption Event occurred or existed, then the Floating Price shall be determined in good faith by taking the average of two dealer quotes obtained from Reference Market Makers as defined in the Collateral Annex.

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    “ Determination Period ” means each calendar month a part or all of which is within the Delivery Period of a Transaction.

      “ Exchange ” means, in respect of a Transaction, the exchange or principal trading market specified in the relevant Transaction.

        “ Floating Price ” means a Contract Price specified in a Transaction that is based upon a Price Source.

       “Market Disruption Event ” means, with respect to any Price Source, any of the following events: (a) the failure of the Price Source to announce or publish the specified Floating Price or information necessary for determining the Floating price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange or in the market specified for determining a Floating Price; (c) the temporary or permanent discontinuance or unavailability of the Price Source; (d) the temporary or permanent closing of any Exchange specified for determining a Floating Price; or  (e) a material change in the formula for or the method of determining the Floating Price.

        “ Price Source ” means, in respect of a Transaction, the publication (or such other origin of reference, including an Exchange) containing (or reporting) the specified price (or prices from which the specified price is calculated) specified in the relevant Transaction.

      “ Trading Day ” means a day in respect of which the relevant Price Source published the Floating Price.

(b)   Corrections to Published Prices .  For purposes of determining a Floating Price for any day, if the price published or announced on a given day and used or to be used to determine a relevant price is subsequently corrected and the correction is published or announced by the person responsible for that publication or announcement within two (2) years of the original publication or announcement, either Party may notify the other Party of (i) that correction and (ii) the amount (if any) that is payable as a result of that correction.  If, not later than thirty (30) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount will, not later than three (3) Business Days after the effectiveness of that notice, pay, subject to any applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction.

(c)   Calculation of Floating Price .  For the purposes of the calculation of a Floating Price, all numbers shall be rounded to three (3) decimal places.  If the fourth (4 ^th ) decimal number is five (5) or greater, then the third (3 ^rd ) decimal number shall be increased by one (1), and if the fourth (4 ^th ) decimal number is less than five (5), then the third (3 ^rd ) decimal number shall remain unchanged.”

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IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the date first above written.

DISCLAIMER:  This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets.  Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom.  By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected.

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Exhibit C2

To Credit Sleeve and Reimbursement Agreement

Form of ISDA Power Purchase and Hedging Contract

ISDA ®

International Swaps and Derivatives Association, Inc.

SCHEDULE

to the

2002 Master Agreement

dated as of        T.B.D.              

between

RELIANT ENERGY POWER SUPPLY, LLC (“Party A”)

and

                                                                                 (“Party B”)

Part 1

TERMINATION PROVISIONS

In this Agreement:

(a)           “Specified Entity” means in relation to Party A for the purpose of:

                                                                                Section 5(a)(v):     Not Applicable

                                                                                Section 5(a)(vi):    Not Applicable

                                                                                Section 5(a)(vii):   Not Applicable

                                                                                Section 5(b)(v):     Not Applicable

                in relation to Party B for the purpose of:

                                                                                Section 5(a)(v):     Not Applicable

                                                                                Section 5(a)(vi):    Not Applicable

                                                                                Section 5(a)(vii):   Not Applicable

                                                                                Section 5(b)(v):     Not Applicable

(b)                                  The “ Default Under Specified Transaction ” provision of Section 5(a)(v) of this Agreement and the definition of “ Specified Transaction ” of this Agreement will apply only to each of Party A, Party B, and Party B’s Credit Support Provider but will not apply to Party A’s Credit Support Provider.

(c)                                   The “Cross Default” provisions of Section 5(a)(vi) of this Agreement will apply to both Party A and Party B provided, however, that Section 5(a)(vi)(1) shall be amended as follows:

The words “or other similar condition or event (however described)” in the first  line of the provision are deleted and the comma in the second line is replaced with “or”.

“Threshold Amount” means (i) with respect to Party A, $ 100,000,000 (or its equivalent in another currency) and (ii) with respect to Party B, $                  (or its equivalent in another currency).

(d)                                  The “Automatic Early Termination” provision of Section 6(a) of this Agreement will not apply.

(e)           “Termination Currency” means United States Dollars.

(f)                                     “Additional Termination Event(s)” will not apply.

Part 2

TAX REPRESENTATIONS

(a)                                   Payer Tax Representation.  For the purpose of Section 3(e) of this Agreement, each of Party A and Party B will make the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of this Agreement) to be made by it to the other party under this Agreement.  In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement; provided that it shall not be a breach of this representation where reliance is placed on clause (ii) herein and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)                                  Payee Tax Representations.  For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representation(s) specified below, if any:

Party A : Party A is a limited liability company organized under the laws of the State of Delaware and is a resident of the United States of America for U.S. tax purposes.  Party A’s Federal Tax I.D. number is 20-4823108.

Party B : Party B is a [corporation] organized under the laws of the State of                   and is a resident of the United States of America for U.S. tax purposes.  Party B’s Federal Tax I.D. number is                  .

Part 3

AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:

Part 4

MISCELLANEOUS

(a)           Address for Notices .  For the purpose of Section 12(a) of this Agreement:

                Address for notices or communications to Party A:

With a copy to:

With additional notices of an Event of Default or Potential Event of Default to:

Address for notices or communications to Party B:

(b)                                  Process Agent .  For the purpose of Section 13(c) of this Agreement:

                Party A appoints as its Process Agent: CT Corporation Systems, 111 Eighth Avenue, New York, New York 10011.

                Party B appoints as its Process Agent:                  

(c)                                   Offices .  The provisions of Section 10(a) of this Agreement will apply to this Agreement.

(d)                                  Multibranch Party .  For the purpose of Section 10(b) neither Party A nor Party B is a Multibranch Party.

(e)                                   Calculation Agent .  The Calculation Agent is Party A unless otherwise specified in a Confirmation in relation to the relevant Transaction.  If Party A is the Defaulting Party, the Calculation Agent shall be Party B until such time as Party A is no longer a Defaulting Party.  All determinations by the Calculation Agent are subject to agreement by Party A and Party B.  If the Parties are unable to agree on a calculation made by a particular Calculation Agent, then the parties shall appoint another mutually acceptable Calculation Agent that is a recognized dealer in the relevant market.  Each party agrees to submit invoices on a monthly basis for amounts due from the other party.

(f)            Credit Support Document .

(g)                                  Credit Support Provider .

Credit Support Provider means in relation to Party A: Merrill Lynch & Co., Inc. (“ML&Co.”)

                                                Credit Support Provider means in relation to Party B:                 

(h)                                  Governing Law .  This Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine), as provided in Section 5-1401 of the New York General Obligations Law.

(i)                                      Jurisdiction .  Section 13(b)(i) of this Agreement is hereby deleted in its entirety and replaced with the following:

                                                “(b)         Jurisdiction .  With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:

submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City in accordance with the provisions of Section 5-1402 of the New York General Obligations Law.”

(j)                                      Waiver of Jury Trial .  Section 13 of this Agreement is hereby amended to add the following as a new Section 13(e) of this Agreement:

                                                “(e)         WAIVER OF JURY TRIAL.  EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT AND CLAIM OR RECOVER IN ANY SUCH SUIT, ACTION, CLAIM OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY OR ANY CREDIT SUPPORT PROVIDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION, CLAIM OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND PROVIDE FOR ANY CREDIT SUPPORT DOCUMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.”

(k)                                   Netting of Payments .  Subparagraph (ii) of Section 2(c) of this Agreement will not apply and therefore, the Multiple Transaction Payment Netting specified in Section 2(c) of this Agreement will apply to all Transactions[, except Power Transactions and Gas Transactions.   Power Transactions and Gas Transactions shall be netted together in accordance with Parts 7 and 8 of the Schedule.] REVISE ACCORDINGLY, IF USING THE GAS AND/OR POWER ANNEX

(l)                                      “ Affiliate ” with respect to Party A, will mean RERH Holdings, LLC, and any subsidiary thereof, including Reliant Energy Retail Holdings, LLC,  and Reliant Energy Retail Services, LLC, and with respect to Party B, will mean                   or if none use [have the meaning specified in Section 14 of this Agreement.

(m)                                No Agency .  The provisions of Section 3(g) will apply to this Agreement.

Part 5

OTHER PROVISIONS

(a)                                   Absence of Litigation .  Section 3(c) of this Agreement is hereby amended by: (i) adding in the third line thereof after the word, “governmental” the words “or regulatory”; (ii) adding the words “in any material respect except as disclosed in each parties’ or its Credit Support Provider’s, as applicable, SEC filing” immediately prior to the end thereof; and (iii) deleting “, to its knowledge,” after “or” in the first line and reinserting such phrase before “pending” in the first line of such section.

(b)                                  Accuracy of Specified Information .  Section 3(d) of this Agreement is hereby deleted in its entirety and replaced with the following:

                                                “All information that is furnished in writing by or on behalf of it to any of the other parties hereto is, as of the date of the information, true accurate and complete in every material respect, or, in the case of audited or unaudited financial statements, fairly present the financial condition of the relevant entity and have been prepared in accordance with generally accepted accounting principles, consistently applied, except as otherwise indicated in the notes of such financial statements.”

(c)                                   Additional Representations .  Section 3 of this Agreement is hereby further amended by adding at the end thereof the following subsections (h), (i), and (j):

“(h)                            Eligible Contract Participant.   It constitutes an “Eligible Commercial Entity” and an “Eligible Contract Participant” as such terms are defined in Sections 1a(11) and 1a(12) (respectively) of the Commodity Exchange Act, as amended (7 U.S.C. §§ 1a (11), 1a (12) (2000).

                (i)                                      Standardization, Creditworthiness, and Transferability.  The economic terms of this Agreement, any Credit Support Document to which it is a party and each Transaction have been individually tailored and negotiated by it.  It has received and reviewed financial information concerning the other party and has had a reasonable opportunity to ask questions of and receive answers and information from the other party concerning such other party, this Agreement, such Credit Support Document, and such Transaction, and the creditworthiness of the other party was a material consideration in its entering into or determining the terms of this Agreement, such Credit Support Document, and such Transaction.  The transferability of this Agreement, such Credit Support Document, and such Transaction is restricted as provided herein and therein.

                                                (j)                                      No Reliance.   In connection with the negotiation of, the entering into, and the confirming of the execution of, this Agreement, any Credit Support Document to which it is a party, and each Transaction: (i) it is not relying upon any advice, statements, recommendations or representations (whether written or oral) of the other party other than the written representations expressly set forth in this Agreement, in such Credit Support Document or in the Confirmation of such Transaction; (ii) the other party has not given to it (directly or indirectly through any other person) any advice, counsel, assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of this Agreement, such Credit Support Document, or such Transaction; (iii) it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary, and not upon any view expressed by

the other party; (iv) all trading decisions have been the result of arm’s length negotiations between the parties and are not intended to preclude either Party (or any of such party’s Affiliates) from undertaking proprietary trading activities, including hedging and other transactions relating, directly or indirectly, to generation capacity owned or controlled by such party or its Affiliates; (v) it is entering into this Agreement, such Credit Support Document, and such Transaction with a full understanding of all of the risks hereof and t