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                                                               EXHIBIT (2)(b)(3)


                                DEED OF AMENDMENT

This deed of amendment, hereinafter referred to as the "Deed of Amendment", is
entered into on this second day of September 1999

by and among

1.       RELIANT ENERGY WHOLESALE HOLDINGS (EUROPE) INC.,
           a company incorporated under the laws of the State of Delaware, USA,
           having its principal offices at 1111 Louisiana, Houston, Texas,
           United States of America, herein represented by Charles M. Oglesby,
           hereinafter referred to, together with any successors and permitted
           assignees, as the "New Partner";

           and

2.       PROVINCIE NOORD HOLLAND
           having its seat at Haarlem, the Netherlands,
           herein represented by [N. Klijn],
           hereinafter referred to as the "Province of North Holland";

           and

3.       GEMEENTE AMSTERDAM
           having its seat at Amsterdam, the Netherlands,
           herein represented by [G. ter Horst],
           hereinafter referred to as the "City of Amsterdam";

           and

4.       PROVINCIE UTRECHT,
           having its seat at Utrecht, the Netherlands,
           herein represented by [D.H. Kok],
           hereinafter referred to as the "Province of Utrecht";

           and

5.       GEMEENTE UTRECHT,
           having its seat at Utrecht, the Netherlands,
           herein represented by [H.H.W. Kernkamp],
           hereinafter referred to as the "Municipality of Utrecht";

           and



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6.       N.V. PROVINCIAAL EN GEMEENTELIJK UTRECHTS
         STROOMLEVERINGSBEDRIJF
           having its registered office at Utrecht, the Netherlands,
           herein represented by [M. ten Klooster],
           hereinafter referred to as "Pegus";

           and

7.       RELIANT ENERGY, INCORPORATED,
           a company incorporated under the laws of the State of Texas, United
           States of America, with its principal offices located at 1111
           Louisiana, Houston, Texas USA, herein represented by [Charles M.
           Oglesby], hereinafter referred to as "Ultimate Parent 1";

           and

8.       RELIANT ENERGY POWER GENERATION, INC.,
           a company incorporated under the laws of the State of Delaware,
           United States of America,  with its principal offices at
           1111 Louisiana, Houston, Texas, United States of America, herein
           represented by Charles M. Oglesby, hereinafter referred to as the
           "Ultimate Parent 2"

           and

9.       N.V. ENERGIEPRODUKTIEBEDRIJF UNA
           having its registered office at Utrecht, the Netherlands,
           herein represented by [P. Koppen de Neve],
           hereinafter referred to as the "Company";




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(The New Partner, Province of North Holland, City of Amsterdam, Pegus, Province
of Utrecht, City of Utrecht, Ultimate Parent 1, Ultimate Parent 2 and the
Company hereinafter collectively referred to as the "Parties" and each
individually as a "Party").

WHEREAS:

A.       The Parties have entered into the Partnership Agreement (the
         "Partnership Agreement"), the Share Purchase Agreement ("Share Purchase
         Agreement"), and the Share Subscription Agreement ("Share Subscription
         Agreement"), each dated as of March 29, 1999 (the Partnership
         Agreement, Share Purchase Agreement, Share Subscription Agreement and
         any agreement pursuant thereto, including all schedules and annexes, as
         amended, collectively being referred to herein as the "Partnership
         Documentation");

B.       Pursuant to the Partnership Documentation, the Existing Partners and
         the Company have requested that the Minister of Economic Affairs
         ("MEA") approve the transactions contemplated by the Partnership
         Documentation on or prior to September 3, 1999; and

C.       In order to obtain the approval of the MEA, the Parties have agreed to
         amend certain provisions in the Partnership Documentation on the terms
         and conditions set forth in this Deed of Amendment, while preserving
         the other terms and conditions of the Partnership Documentation, which
         other terms and conditions shall, to the extent not amended by this
         Deed of Amendment, continue in full force and effect.

IT IS HEREBY AGREED AS FOLLOWS:

         ARTICLE 1 - DEFINITIONS

         Capitalized terms used in this Deed of Amendment and not otherwise
         defined in this Deed of Amendment shall have the meanings ascribed to
         them in Schedule 1.1, as amended pursuant to this Deed of Amendment, to
         the Partnership Agreement, except as the context may otherwise require.

         ARTICLE 2 - AMENDMENTS TO PARTNERSHIP AGREEMENT.

         2.1      The Parties agree to amend the Partnership Agreement as set
                  forth in this Article 2.

         2.2      Article 11.8 of the Partnership Agreement shall be amended to
                  read in its entirety as follows:

                  11.8     Resolutions of the General Meeting with respect to
                           the settlement of Stranded Costs can only be adopted
                           with the Simple Majority of the Existing Partners.



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         2.3      Article 13.1 shall be amended by the adding of the following
                  phrase at the beginning of the first sentence:

                  "Except as otherwise provided in the Share Purchase
                  Agreement,"

         2.4      Article 20.1 of the Partnership Agreement shall be amended to
                  read in its entirety as follows:

                  20.1     Until the Third Completion Date, and unless pursuant
                           to this Partnership Agreement (including Article
                           20.2) and the Share Purchase Agreement, the
                           Shareholders shall not sell, transfer, pledge,
                           encumber or otherwise dispose of any Shares to a
                           third party without the Unanimous Approval of the
                           other Shareholders.

         2.5      Article 20.4 of the Partnership Agreement shall be amended to
                  read in its entirety as follows:

                  20.4     The Ultimate Parent 2 shall not sell, transfer,
                           pledge, encumber or otherwise dispose of any shares
                           in the share capital of the New Partner to a third
                           party without the Unanimous Approval of the other
                           Shareholders, provided however that the aforesaid
                           restriction shall not apply to (i) any sale or
                           transfer of the shares in the share capital of the
                           New Partner to an Affiliate of Ultimate Parent 2
                           subject to the condition precedent that such
                           Affiliate shall assume the obligations of the New
                           Partner to this Partnership Agreement and any
                           agreement pursuant thereto or (ii) any pledge by
                           Ultimate Parent 2 of all or any portion of its
                           ownership interest in New Partner to an Affiliate of
                           Ultimate Parent 2 pursuant to a pledge agreement, in
                           form and substance reasonably satisfactory to the
                           Existing Partners, which pledge shall be, to the
                           extent it relates to shares in New Partner also
                           pledged for the benefit of the Existing Partners,
                           subordinate to such pledge in favor of the Existing
                           Partners made pursuant to Article 2.3 of this Share
                           Purchase Agreement, and provided further, that at
                           such time as New Partner and its Affiliates have
                           acquired at least 75% of the issued and outstanding
                           Shares, Ultimate Parent 2 and its subsidiaries may
                           pledge or encumber the share capital of the New
                           Partner to a third party and the other Shareholders
                           hereby agree and consent to any such pledge or
                           encumbrance, any transfer to the pledgee and any
                           transfer by the pledgee to any other Person.

         2.6      Schedule 1.1 (Definitions) to the Partnership Agreement shall
                  be amended as set forth below:



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                  2.6.1    The following definitions shall be deleted:

                                    Adjustment Principles
                                    Date of Payment
                                    Definitive Stranded Costs
                                    Estimated Stranded Costs
                                    Existing Partners Accountant
                                    Expected Allocation
                                    New Partner's Accountant
                                    Statement

                  2.6.2    The following definitions shall be added, in
                           alphabetical order:

                           "Second Tranche Option Date" shall be the date on
                           which the Existing Partners and/or the Company shall
                           have obtained all required consents necessary for the
                           Completion of the Second Tranche Shares and the Third
                           Tranche Shares. The date of the Second Tranche Option
                           Date shall be no later than 1 November 1999. The
                           Existing Partners and/or the Company shall promptly
                           provide notice to the New Partner when such consents
                           have been obtained).

                  2.6.3    The definition of "Stranded Costs" shall be amended
                           to read in its entirety as follows:

                           "Stranded Costs" shall mean the costs pertaining to
                           all obligations entered into prior to the withdrawal
                           of the Electricity Act of 1989 by the naamloze
                           vennootschap Samenwerkende
                           Elektriciteitsproduktiebedrijven (SEP) and/or the
                           Dutch electricity production companies in relation to
                           the Agreement of Cooperation (OvS) net of the
                           Company's share of (i) any contributions to SEP as
                           defined in Article 77(d) of the Bill dated as of June
                           3, 1999, amending, the Electricity Act of 1998 and
                           any other contributions by the Dutch government to
                           the Companies with respect to the aforementioned
                           obligations pursuant to this Bill or any regulation
                           or resolution pursuant thereto (the "Act"), (ii) the
                           sum of the value of the (financial and non-financial)
                           assets of SEP as realized either through the transfer
                           to the Companies or distribution of proceeds from the
                           sale of such assets or (iii) the final dividend
                           distributed by SEP following the effective
                           dissolution of SEP pursuant to the termination of the
                           OvS. The adjustments in (ii) and (iii) above shall be
                           reduced for purposes of this definition by NLG 125
                           million (in words one hundred and twenty five million
                           Dutch Guilders). "Stranded Costs" shall also include
                           "Legal Action Stranded Costs". These costs or
                           obligations include, without limiting the generality
                           of the foregoing,



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                  more specifically the realization of the district heating
                  projects, the construction and exploitation of the
                  experimental coal gasification installation "Demkolec" in
                  Buggenum, the import of electricity from France and Germany
                  and of electricity and gas from Norway and the construction of
                  an electricity transportation link between the Netherlands and
                  Norway. The assets of SEP include but are not limited to
                  TenneT and Demkolec.

         2.7      Schedule 18.2 (First Completion Actions) and Schedule 7.2.a,
                  respectively, to the Partnership Agreement shall be amended as
                  set forth below.

                  2.7.1    The Company and the Existing Partners shall execute
                           and enter into the Escrow Agreement attached as
                           Appendix A (as defined in Section 9.4 of the Share
                           Purchase Agreement, as amended).

                  2.7.2    A new Section 1.1.19 shall be added to the First
                           Completion Conditions that shall read as follows:

                           The Existing Partners shall irrevocably instruct the
                           Notary in writing to arrange for the payment to the
                           Escrow Account of NLG 450 million of the First
                           Purchase Price to be received from Reliant Energy
                           Wholesale (Europe) CV to the Escrow Account.

         2.8      A new Section [ ] shall be added to the Second Completion
                  Conditions that shall read as follows:

                           The Existing Partners shall irrevocably instruct the
                           Notary in writing to arrange for payment to the
                           Escrow Account of NLG 450 million of the Second
                           Purchase Price to be received from Reliant Energy
                           Wholesale (Europe) CV to the Escrow Account.

         ARTICLE 3 - AMENDMENTS TO THE SHARE SUBSCRIPTION AGREEMENT

         3.1      The Parties agree to amend the Share Subscription Agreement as
                  set forth in this Article 3.

         3.2      Article 13.1 of the Share Subscription Agreement shall be
                  amended to read in its entirety as follows.

                  13.1     If the Partnership Agreement is terminated in
                           accordance with article 22 of the Partnership
                           Agreement, this Share Subscription Agreement shall
                           terminate in accordance with its terms, except that
                           the provisions of Article 12 shall continue to apply
                           in accordance with the terms thereof.



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         3.3      The word "Purchase" appearing in Article 14.1 of the Share
                  Subscription Agreement shall be deleted and be replaced with
                  the word "Subscription".

         ARTICLE 4 - AMENDMENTS TO THE SHARE PURCHASE AGREEMENT

         4.1      The Parties agree to amend the Share Purchase Agreement as set
                  forth in this Article 4.

         4.2      Article 2.1.2 of the Share Purchase Agreement shall be amended
                  to read in its entirety as follows:

                  2.1.2    Subject to the Second Completion Conditions, the
                           Existing Partners hereby sell to the New Partner, and
                           the New Partner hereby purchases, from the Existing
                           Partners such number of Shares as is required to
                           provide the New Partner with a majority interest of
                           52% (in words: fifty two percent), in the issued and
                           outstanding share capital of the Company, whereby
                           each Existing Partner sells to the New Partner one
                           third of such number of Shares (the "Second Tranche
                           Shares").

         4.3      Article 2.3 of the Share Purchase Agreement shall be amended
                  by adding at the end thereof the following:

                  Ultimate Parent 2 may also grant a second pledge with respect
                  to all or any portion of its ownership interest in New Partner
                  to an Affiliate of Ultimate Parent 2, which second pledge
                  shall be, to the extent it relates to shares in New Partner
                  also pledged for the benefit of the Existing Partners pursuant
                  to this Article 2.3, subordinate to such pledge in favor of
                  the Existing Partners on terms reasonably satisfactory to the
                  Existing Partners.

         4.4      Article 6.1.2 of the Share Purchase Agreement shall be amended
                  to read in its entirety as follows:

                  6.1.2    the Completion of the Second Tranche Shares shall
                           take place on a Business Day after the Second Tranche
                           Option Date as specified in a written notice
                           delivered by the New Partner to the Existing
                           Partners, which notice shall be delivered at least 5
                           Business Days prior to the proposed date of the
                           Completion of the Second Tranche Shares. The
                           Completion of the Second Tranche Shares shall occur
                           no later than 1 December 1999.

         4.5      Article 6.1.3 of the Share Purchase Agreement, shall be
                  amended to read in its entirety as follows:



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                  6.1.3    the Completion of the Third Tranche Shares, shall
                           take place in the following manner:

                           (i)      On the Second Completion Date, each Existing
                                    Partner may, at its option and by delivery
                                    of written notice to the New Partner, to
                                    elect to sell all, but not part, of its
                                    remaining Shares to the New Partner, such
                                    closing to occur on March 1, 2000; or

                           (ii)     If an Existing Partner does not exercise its
                                    option to sell its Third Tranche Shares
                                    pursuant to Article 6.1.3(i) above, then
                                    such Existing Partner may sell its Third
                                    Tranche Shares after the Second Completion
                                    Date pursuant to the delivery of a Request
                                    subject to Article 6.1.4 of the Share
                                    Purchase, such closing to occur within 60
                                    (in words: sixty) Business Days of such
                                    Request, but in no event later than 31
                                    December 2006 (the "Third Completion Date").

         4.6      Article 6.1.4 of the Share Purchase Agreement shall be amended
                  and restated in its entirety as follows:

                  6.1.4    The Request referred to in Article 6.1.3(ii) shall be
                           submitted to the New Partner at least 120 (in words:
                           one hundred twenty) days prior to the Third
                           Completion Date or 60 (in words: sixty) days after
                           the Third Completion Conditions have been fulfilled
                           or waived by the Party to whose benefit these
                           Completion Conditions inure, whichever is later.

         4.7      Schedule 2.2.2 of the Share Purchase Agreement shall be
                  amended to provide for an increase in the aggregate Purchase
                  Price for the Second Tranche Shares equal to the sum of NLG
                  500 million (in words: five hundred million Dutch Guilders)
                  which shall be paid by the New Partner to the Existing
                  Partners on the Second Completion Date.

         4.8      Article 9 of the Share Purchase Agreement (including the
                  Schedules) shall be amended to read in its entirety as
                  follows:

                  ARTICLE  9 STRANDED COSTS

                  9.1      The Existing Partners covenant and agree that they
                           will indemnify the Companies (collectively, the
                           Indemnified Parties) against, and hold each
                           Indemnified Party harmless from and in respect of,
                           all Stranded Costs not in excess of the
                           Indemnification Amount. Until the Second Completion
                           Date, the Indemnification Amount shall be equal to
                           the amount as shall be received by the Indemnifying
                           Parties on the First Completion Date (directly in
                           escrow). Effective the Second Completion Date, the
                           Indemnification Amount



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                           shall be increased up to the amount of NLG 1.400
                           million (in words: one billion four hundred million
                           Dutch Guilders).

                  9.2      All claims for indemnification under this Article 9
                           shall be asserted as follows in this Article 9.2.

                           (a)      An Indemnified Party shall promptly notify
                                    the Existing Partners from whom
                                    indemnification is sought under this Article
                                    9 (for purposes of this Article 9, the
                                    "Indemnifying Parties") of any Stranded Cost
                                    that it believes to be for its account (such
                                    determination, a "Stranded Cost
                                    Determination" and such notice, a "Stranded
                                    Cost Claim Notice"). Any Stranded Cost Claim
                                    Notice shall include an estimate, to the
                                    extent feasible, of the amount of Stranded
                                    Costs for which the Company believes it is
                                    obligated (which estimate shall not be
                                    conclusive of the final amount of that
                                    claim): provided, however, that the failure
                                    to promptly deliver a Stranded Cost Claim
                                    Notice shall not relieve the Indemnifying
                                    Parties of their obligations to the
                                    Indemnified Party with respect to Stranded
                                    Costs. Within 15 days after receipt of any
                                    Stranded Cost Claim Notice (the "Election
                                    Period"), the Indemnifying Parties shall
                                    notify the Indemnified Party whether the
                                    Indemnifying Parties desire, at the sole
                                    cost and expense of the Indemnifying
                                    Parties, to contest or challenge the
                                    validity of the relevant Stranded Cost
                                    Determination. For purposes of this Article
                                    9, the Indemnifying Parties shall act
                                    jointly and not separately. If the
                                    Indemnifying Party shall fail to notify the
                                    Indemnified Party that it desires to contest
                                    or challenge the Stranded Cost
                                    Determination, the Indemnifying Party shall
                                    pay the amount of Stranded Costs covered by
                                    the relevant Stranded Cost Determination.

                           (b)      If the Indemnifying Parties notify the
                                    Indemnified Party within the Election Period
                                    that the Indemnifying Parties elect to
                                    contest or challenge the validity of the
                                    Stranded Cost Determination, then the
                                    Indemnifying Parties shall have the right to
                                    contest or challenge on behalf of the
                                    Indemnified Parties the validity, at their
                                    sole cost and expense, that Stranded Cost
                                    Determination by all appropriate
                                    proceedings, which proceedings shall be
                                    prosecuted diligently by the Indemnifying
                                    Parties to a final conclusion or settled at
                                    the discretion of the Indemnifying Parties
                                    in accordance with this Article 9.2.

                           (c)      Notwithstanding Article 9.2(b), the
                                    Indemnifying Parties shall not have the
                                    right to contest or challenge the validity
                                    of a Stranded Cost Determination if, in the
                                    reasonable judgment of the Indemnified
                                    Party, pursuing such contest or challenge
                                    would (i) result in the loss



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                                    of any material rights or licenses of the
                                    Company or any of its Affiliates or (ii)
                                    result in any injunction or other
                                    governmental, judicial or arbitral directive
                                    being imposed on the Company or any of its
                                    Affiliates that materially interferes with
                                    the existing or proposed business of the
                                    Companies.

                           (d)      The Indemnified Party will cooperate with
                                    the Indemnifying Parties in any contest to
                                    or challenge of a Stranded Cost
                                    Determination; provided, however, that the
                                    Indemnifying Parties shall not enter into
                                    any settlement with respect to any Stranded
                                    Cost Determination that (i) purports to
                                    limit the activities of, or otherwise
                                    restrict in any way, any Indemnified Party
                                    or any Affiliate of any Indemnified Party,
                                    (ii) results in any liens being imposed on
                                    the properties or assets of the Company or
                                    any of its Affiliates, (iii) impairs any
                                    material business relationship maintained by
                                    the Company or any of its Affiliates, (iii)
                                    results in penalties being owed by the
                                    Company or any of its Affiliates, (iv)
                                    results in the loss of any material rights
                                    or licenses of the Company or any of its
                                    Affiliates or (v) results in any injunction
                                    or other governmental, judicial or arbitral
                                    directive being imposed on the Company or
                                    any of its Affiliates that materially
                                    interferes with the existing or proposed
                                    business of the Company and its Affiliates
                                    or (vi) would involve amounts that exceed
                                    the amount of indemnity to which the
                                    Indemnified Parties are entitled under this
                                    Article 9 without the prior consent of that
                                    Indemnified Party. The Indemnified Party is
                                    hereby authorized, to file during the
                                    Election Period, with prior written consent
                                    of the Indemnifying Parties, any motion,
                                    answer or other instrument that the
                                    Indemnified Parties shall deem necessary or
                                    appropriate to protect its interests or
                                    those of the Indemnifying Parties. The
                                    Indemnified Parties may participate in, but
                                    not control, any defense or settlement of
                                    any Stranded Cost Determination controlled
                                    by the Indemnifying Parties pursuant to this
                                    Article 9.2.

                           (e)      If the Indemnifying Parties (i), within the
                                    Election Period, fail to notify the
                                    Indemnified Party that the Indemnifying
                                    Parties elect to contest or challenge any
                                    Stranded Cost Determination or (ii) elect to
                                    contest or challenge a Stranded Cost
                                    Determination but fail diligently and
                                    promptly to contest, challenge or settle the
                                    Stranded Cost Determination, then the
                                    Indemnified Party shall have the right, but
                                    not the obligation, to contest or challenge,
                                    at the sole cost and expense of the
                                    Indemnifying Parties, the Stranded Cost
                                    Determination by all appropriate
                                    proceedings, which proceedings shall be
                                    promptly and vigorously prosecuted by the
                                    Indemnified Party to a final conclusion or
                                    settlement. The Indemnified Party shall have
                                    full



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                                    control of any such defense and proceedings.
                                    The Indemnifying Parties may participate in,
                                    but not control, any proceeding or
                                    settlement controlled by the Indemnified
                                    Party pursuant to this Article 9.2(e), and
                                    the Indemnifying Parties shall bear their
                                    own costs and expenses with respect to that
                                    participation.

                           (f)      The Indemnified Parties shall not (i) enter
                                    into any definitive settlement agreement or
                                    (ii) waive any rights with respect to
                                    Stranded Costs without the prior written
                                    consent of the Indemnifying Parties.

                           (g)      The Company shall keep the New Partner and
                                    the Existing Partners (i) fully informed of
                                    any actions taken by the Company with
                                    respect to settlement proposals with respect
                                    to Stranded Costs and (ii) shall provide the
                                    Existing Partners an opportunity to
                                    participate in any negotiations regarding
                                    the settlement of such costs. Subject to the
                                    limitations in Article 9.2(d), the Existing
                                    Partners shall be entitled to assume a
                                    primary role in such negotiations; provided,
                                    however, that (i) the Existing Partners
                                    first agree to designate a joint
                                    representative for that purpose and (ii) the
                                    Company shall be entitled to consent to the
                                    designation of such representative (which
                                    consent shall not be unreasonably withheld).

                           (h)      Payments of all amounts owing by an
                                    Indemnifying Party pursuant to this Article
                                    9 shall be made within 30 days after the
                                    date on which the Stranded Cost subject to
                                    the Stranded Cost Claim Notice shall have
                                    become final and binding on the Indemnifying
                                    Party and the Indemnified Parties. Any
                                    overdue payment under this Article 9 shall
                                    bear interest at the rate of Euribor + 2%
                                    per annum (based on a 360- day year) from
                                    (and including) the due date until (but
                                    excluding) the date the full payment is
                                    actually received by the Indemnified
                                    Parties. Any interest accrued pursuant to
                                    the preceding sentence shall be due and
                                    payable on the date the original amount
                                    owing is paid.

                  9.2a     In the event that the Indemnified Parties shall have
                           received any amounts pursuant to this Article 9 with
                           respect to Stranded Cost, the Indemnified Parties
                           shall utilise such amounts exclusively for the
                           payment of the Stranded Costs concerned.

                  9.3      The obligations of each of the Indemnifying Parties
                           under this Article 9 shall only be payable at 1/3 (in
                           words: one-third) of the amounts due under this
                           Article 9. The contractual obligation to indemnify
                           set forth in this Article 9 shall not be subject to
                           limitations specified in Section 13.6 of the Share
                           Purchase Agreement.



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                  9.4      Payment of any obligations, now existing or hereafter
                           accruing, of the Indemnified Parties under this
                           Article 9 shall be secured through an escrow account
                           (the "Escrow Account") in form and substance
                           satisfactory to the Indemnified Parties. The Existing
                           Partners shall maintain such account through December
                           31, 2003. The maximum amount subject to these
                           security arrangements shall be NLG 900 million (in
                           words: nine hundred million Dutch Guilders) (the
                           "Escrow Amount").

                  9.5      The Stranded Costs for district heating contracts
                           which have been allocated to the Company pursuant to
                           the Act shall be calculated only in accordance with
                           the formulas set out in Appendix B and for the
                           applicable heat sale volumes under each contract. The
                           Company's Stranded Costs for import or other Stranded
                           Cost contracts assigned to or assumed by the Company
                           shall be calculated as the difference between the
                           contract price and market price of the total volume
                           for the period. The other Stranded Costs assets and
                           liabilities assigned to the Company will be
                           calculated on the basis of a valuation method to be
                           agreed between the Indemnified Parties and the
                           Indemnifying Parties. If no agreement can be reached
                           within 20 days, an independent investment bank or
                           accounting firm or similar expert shall be appointed
                           by the Parties in order to carry out a valuation. If
                           the parties are unable to reach an agreement on the
                           basis of the advice from the independent expert, then
                           the dispute will be decided by arbitration in
                           accordance with the Dutch Arbitration Institute
                           ("NAI").

                  9.6      With due observance of Article 9.7, a definitive and
                           final amount will be determined for (i) district
                           heating contracts on December 31, 2000, and (ii)
                           import or other Stranded Costs contracts assigned or
                           assumed by on December 31, 2002; unless the Existing
                           Partners notify the Company that they will not seek
                           to establish a final amount and (iii) other Stranded
                           Costs assets and liabilities of the Company at the
                           earlier of 30 days following the assignment or sale
                           of such liabilities or assets or 31 December 2002.

                           9.6.1     The net present value of the district
                                     heating contracts shall be determined by
                                     discounting the yearly amounts as defined
                                     in Article 9.5 for the remaining years of
                                     the contract.

                           9.6.2     The net present value of the import and
                                     other Stranded Cost contracts shall be
                                     determined by discounting the yearly
                                     estimate of costs as defined in Article 9.5
                                     for the remaining years of each contract,
                                     taking into account the price indexes, the
                                     flexibility of use and other optimisation
                                     opportunities arising from such contracts.

                           9.6.3     The value of the other Stranded Cost assets
                                     and liabilities other than the contracts
                                     described in Article 9.5 allocated to the
                                     Company, shall be calculated on



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                                     the basis of a valuation method to be
                                     agreed between the Indemnified Parties and
                                     the Indemnifying Parties. If no agreement
                                     can be reached within 20 days, an
                                     independent investment bank or accounting
                                     firm or similar expert shall be appointed
                                     by the Parties in order to carry out a
                                     valuation. If the parties are unable to
                                     reach an agreement on the basis of the
                                     advice from the independent expert, then
                                     the dispute will be decided by arbitration
                                     in accordance with the Dutch Arbitration
                                     Institute ("NAI").

                                     If no determination of Stranded Costs with
                                     respect to the foregoing contracts, assets
                                     or liabilities has been made that has
                                     become binding and definitive for the
                                     Company, the Parties will jointly designate
                                     an independent investment banking firm
                                     and/or other firm of international
                                     reputation having special expertise in the
                                     electric sector. For the purpose of
                                     calculating a net present value, a discount
                                     rate of 7% will be used. If the parties are
                                     unable to reach an agreement on the basis
                                     of the advice from the independent expert,
                                     then the dispute will be decided by
                                     arbitration in accordance with the Dutch
                                     Arbitration Institute ("NAI").

                                     Any changes or expenses incurred in
                                     connection with the investment banker's or
                                     independent experts' reviews shall be
                                     allocated 50% to the New Partner and 50% to
                                     the Existing Partners.

                  9.7      The Indemnification by the Indemnifying Parties
                           pursuant to this Article 9 shall not be limited in
                           time. Any agreements, arrangements or settlements
                           between the Parties including those referred to in
                           Article 9.5 and 9.6 through 9.6.3 shall not affect in
                           any way, whatsoever this Indemnification.

         4.9 Article 14.1 of the Share Purchase Agreement shall be amended by
         adding after the word "terms" and before the period the following:

         "except that the provisions of Article 9 and Article 13 shall continue
         to apply in accordance with the terms thereof"

         4.10     Article 13.7 of the Share Purchase Agreement shall be amended
                  to read in its entirety as follows:

                  13.7     (a) The maximum amount of all payments required to be
                           made by the Existing Partners under Article 9 of this
                           Share Purchase Agreement shall not exceed NLG 1.4
                           billion (in words: one billion four hundred million
                           Dutch Guilders).

                           (b) The maximum amount of all final awards of Damages
                           payable by the Existing Partners with respect to
                           breaches of the Warranties shall not exceed NLG 500
                           million (in words: five hundred million Dutch
                           Guilders).



                                       13
<PAGE>   14


                           (c) The New Partner may elect by written notice to
                           the Existing Partners to reallocate any unused
                           portion of the NLG 500 million amount referred to
                           under Article 13.7(b) to the Company rather than to
                           the New Partner for use by the Company to offset the
                           burden associated with Stranded Costs.

                           (d) Notwithstanding the foregoing, the following
                           items shall not be included in any calculations under
                           13.7(a) or 13.7(b) above: (x) any payments to adjust
                           the estimated First Purchase Price to the actual
                           First Purchase Price to reflect changes in net debt
                           and dividend payments as provided in Schedule 2.1.1,
                           (y) any requirements of an Existing Partner to pay
                           expenses under the provisions of the Partnership
                           Documentation including, but not limited to, articles
                           33.1 and 40.7 of the Partnership Agreement and
                           articles 9.4 and 9.8.

         4.11     Article 13.8 of the Share Purchase Agreement shall be amended
                  to read in its entirety as follows:

                  13.8     The New Partner shall not be entitled to make any
                           claim against the Existing Partners for any Breach or
                           Non-fulfilment unless notice in writing of such claim
                           is given prior to 1 May immediately following the
                           first full Fiscal Year of the Company after the First
                           Completion Date except for a claim for a Breach
                           relating to tax for which the New Partner shall not
                           be entitled to make any claim against the Existing
                           Partners unless written notice of such claim is given
                           prior to the end of the period during which the
                           relevant Dutch tax authorities are competent,
                           according to the laws of the Netherlands, to impose
                           an additional tax assessment ("navorderingsaanslag"
                           or "naheffingsaanslag") concerning events, omissions,
                           acts or behaviours that have taken place prior to the
                           First Completion Date increased by a period of six
                           months.

         4.12     Article 13.10 of the Share Purchase Agreement shall be amended
                  to read in its entirety as follows:

                  13.10    The Existing Partners shall not owe Damages to the
                           New Partner by virtue of this Article 13 or otherwise
                           have obligations towards the New Partner if and to
                           the extent that the Damages ensue from or are related
                           to Stranded Costs.

         4.13     The first sentence of Article 13.11 of the Share Purchase
                  Agreement shall be amended to read in its entirety as follows:

                  13.11    The amount of any award or Damages owed by the
                           Existing Partners to the New Partner shall at the
                           option of the Existing Partners be either paid
                           directly to the New Partner or subtracted from the
                           remaining unpaid amount, if any, of the Second
                           Purchase Price and the Third Purchase Price owed by
                           the New Partner to the Existing Partners.



                                       14
<PAGE>   15


         4.14     Article 13.12 shall be amended and restated in its entirety as
                  follows:

                  13.12    Notwithstanding Article 13.13 above, the Province of
                           Utrecht and the Municipality of Utrecht jointly
                           ("niet hoofdelijk"), irrevocably and unconditionally
                           guarantee to the New Partner as guarantor for Pegus
                           prompt performance by Pegus of all its obligations
                           under or in connection with the Share Purchase
                           Agreement and such guarantee shall continue without
                           limitation as to time or as to amount.

         4.15     Article 14 shall be amended and restated in its entirety as
                  follows:

                  All Parties to this Agreement waive any rights to (partially)
                  terminate, (partially) annul, (partially) rescind or request
                  the (partial) rescission or (partial) dissolution of this
                  Agreement.

         4.16     The New Partner shall undertake and procure that the member of
                  the Management Board nor otherwise designated by the New
                  Partner shall not be dismissed prior to 31 December 2002.

         ARTICLE 5 - MISCELLANEOUS

         5.1      Without prejudice to other provisions of the Partnership
                  Agreement that are by their terms generally applicable,
                  Articles 22, 24, 26, 27, 29, 31 through 36, 38 through 42 of
                  the Partnership Agreement shall govern this Deed of Amendment.

         5.2      Except as provided for herein, the Partnership Documentation
                  shall continue in full force and effect.

         5.3      Each of the Parties shall execute and deliver to the other
                  Parties such other instruments and will take such other
                  actions and execute and deliver such other documents or
                  instruments as may be reasonably required in order to carry
                  out, evidence and confirm the intended purposes of the
                  Partnership Documentation provided that this shall not
                  obligate any Party to waive any condition set forth in the
                  Partnership Documentation.

         IN WITNESS WHEREOF this Deed of Amendment has been executed by the
         Parties hereto in ninefold on the date set out on page one



                                       15
<PAGE>   16


SIGNED by

/s/ N. KLIJN
---------------------------------------------
for and on behalf of Provincie Noord Holland
by:  [N. Klijn]

SIGNED by

/s/ G. TER HORST
---------------------------------------------
for and on behalf of Gemeente Amsterdam
By: [G. ter Horst]

SIGNED by

/s/ D.H. KOK
---------------------------------------------
for and on behalf of Provincie Utrecht
By: [D.H. Kok]

SIGNED by

/s/ H.H.W. KERNKAMP
---------------------------------------------
for and on behalf of Gemeente Utrecht
By: [H.H.W. Kernkamp]

SIGNED by

/s/ M. TEN KLOOSTER
---------------------------------------------
for and on behalf of N.V. Provinciaal en
Gemeentelijk Utrechts Stroomleveringsbedrijf
By: [M. ten Klooster]

SIGNED by


/s/ CHARLES M. OGLESBY
---------------------------------------------
for and on behalf of Reliant Energy Wholesale
Holdings (Europe) Inc.
By: Charles M. Oglesby



                                       16
<PAGE>   17


SIGNED by

/s/ CHARLES M. OGLESBY
---------------------------------------------
Reliant Energy Power Generation, Inc.
By: Charles M. Oglesby


SIGNED by

/s/ CHARLES M. OGLESBY
---------------------------------------------
Reliant Energy, Incorporated
By: Charles M. Oglesby


SIGNED by

/s/ P. KOPPEN DE NEVE
---------------------------------------------
for and on behalf of N.V. Energieproduktiebedrijf UNA
By: [P. Koppen de Neve]



                                       17