<PAGE>
                                                        Exhibit 10.27.2



                                                      Execution Version



                      EQUITY COMMITMENT AGREEMENT


                    dated as of September 15, 1997


                                 among


                           NRG ENERGY, INC.


                        NRG (MORRIS) COGEN, LLC


                                  and


                       THE CHASE MANHATTAN BANK,
                          as Collateral Agent


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                      EQUITY COMMITMENT AGREEMENT

     This EQUITY COMMITMENT AGREEMENT, dated as of September 15, 1997
(this "Agreement"), is made and entered into by and among NRG Energy,
Inc., a Delaware corporation ("NRG"), NRG (Morris) Cogen, LLC, a
Delaware limited liability company (the "Borrower"), and The Chase
Manhattan Bank, a banking corporation organized and existing under the
laws of the State of New York, in its capacity as Collateral Agent
under the Loan Agreement referred to below for the benefit of the Banks
hereinafter described.

                              WITNESSETH:

     WHEREAS,  the Borrower proposes to develop, construct, own and
operate an approximately 117 megawatt gas-fired cogeneration plant,
producing electricity and steam together with related facilities (the
"Project") at the Morris, Illinois complex of Millennium Petrochemicals
Inc. (formerly Quantum Chemical Corporation), a Virginia corporation;
and

     WHEREAS,  the Borrower and The Chase Manhattan Bank, as collateral
agent (together with its successors in such capacity, the "Collateral
Agent") for the banks that are or may from time to time become parties
to the Loan Agreement (as defined below), have entered into a
Construction and Term Loan Agreement, dated as of September 15,  1997
(the "Loan Agreement"), with the banks party thereto (the "Banks") and
The Chase Manhattan Bank, in its capacity as agent for the Banks (in
such capacity, the "Agent Bank"), pursuant to which the Banks will make
construction loans and term loans and extend other credit to the
Borrower for the purpose of financing the cost of developing,
constructing, starting up and operating the Project and certain related
expenses (the "Loans"); and

     WHEREAS,  pursuant to the Loan Agreement, the Borrower is
obligated to maintain a Construction Account; and

     WHEREAS,  on the date hereof, NRG and NRG Morris Inc., a Delaware
corporation and a wholly-owned subsidiary of NRG ("NRGMI"),
beneficially own 99% and 1%, respectively, of the issued and
outstanding membership interests in the Borrower; and

     WHEREAS,  it is a condition precedent to the making of Loans by
the Banks that this Agreement shall have been entered into by the
parties hereto and shall have become unconditionally and fully
effective in accordance with it terms; and

     WHEREAS,  NRG will derive substantial benefit from the making of
the Loans by the Banks to the Borrower.

                                   2

<PAGE>

     NOW, THEREFORE, in consideration of the above recited premises and
in order to induce the Banks to make the Loans to the Borrower, and for
other  good and valuable consideration, the receipt of which is  hereby
acknowledged, the parties hereto hereby agree as follows.   Capitalized
terms  used  but not otherwise defined herein shall have  the  meanings
given to them in the Loan Agreement.


     1.   Equity Contributions.  The Borrower and NRG each hereby
acknowledge and agree:

     a.   Subject to the terms of Section 1.b below, NRG shall make
          cash equity contributions (each an "Equity Contribution") to
          the Borrower by payment to the Construction Account on the
          date and in the amount specified in any Equity Requisition
          Certificate, in the form of Exhibit A attached hereto (each
          an "Equity Requisition Certificate"), delivered by the
          Borrower to NRG.  All such amounts in the Construction
          Account shall be used in accordance with, and for the
          purposes expressly set forth in, the Loan Agreement.

     b.   From time to time, but not more frequently than once per
          month, the Borrower may execute and submit to NRG an Equity
          Requisition Certificate requesting a Equity Contribution;
          provided, however, that no Equity Contribution shall be made,
          and the Borrower may not request such a Equity Contribution,
          if:

               (i)  subject to Section 2 below, as of the date on which
          such Equity Contribution is requested, the Dollar amount of
          all Construction Loan Borrowings is less than Eighty-Four
          Million Dollars ($84,000,000); or

               (ii) the total amount of the requested Equity
          Contribution, plus the amount of all prior Equity
          Contributions, shall be greater than the lesser of (y) twenty
          percent (20%) of the total Project Costs  (as set forth in
          the then current Construction Budget) or (z) Twenty-Two
          Million Dollars ($22,000,000) (the lesser of such amounts
          being hereinafter referred to as the "Maximum Equity
          Commitment"); provided, however, that if any requested Equity
          Contribution, together with the aggregate of all previous
          Equity Contributions, exceeds the Maximum Equity Commitment,
          NRG shall make an Equity Contribution equal to the Maximum
          Equity Commitment less the amount of all previous Equity
          Contributions; or

               (iii)     such Equity Contribution is requested on or
          after the Construction Loan Maturity Date.

                                   3

<PAGE>

     2.   Event of Default.  Notwithstanding any other provision of
this Agreement, if (i) an Event of Default shall occur and be
continuing, or (ii) the Date Certain shall occur and the Construction
Loans shall not have converted to Term Loans pursuant to the Credit
Agreement, NRG shall, upon the occurrence of such Event of Default or
on the Date Certain, as the case may be, make a cash equity
contribution (a "Default Equity Contribution") to the Borrower by
payment to the Proceeds Account of an amount equal to the  Maximum
Equity Commitment less the aggregate of all previous Equity
Contributions.

     3.   New Member Equity Commitment; Release of NRG Equity
     Commitment.

     a.   If, at any time when NRG has continuing obligations under
          this Agreement, NRG sells or otherwise transfers its entire
          membership interest in the Borrower to NRG Generating (U.S.)
          Inc., a Delaware corporation ("NRG Generating"), in
          accordance with Section 4.1 of the Pledge Agreement, then the
          Borrower and the Collateral Agent, for and on behalf of the
          Agent Bank and the Banks, shall release NRG from its
          obligations under this Agreement provided NRG has delivered
          or caused to be delivered to the Collateral Agent the
          following:

               (i)  a written assumption agreement, in form and
          substance satisfactory to the Required Banks, pursuant to
          which NRG Generating assumes all of the then unperformed
          obligations of NRG under this Agreement, duly executed by NRG
          Generating; and

               (ii) a written guaranty by NRG in favor of the
          Collateral Agent and the Borrower guarantying the obligations
          of NRG Generating under this Agreement, as assumed pursuant
          to clause (i) immediately above, substantially in the form of
          Exhibit B attached hereto or otherwise approved by Agent
          Bank, and duly executed by NRG.

     b.   If any Person (other than NRG Generating) shall be added as a
          new member of the Borrower with the prior written consent of
          the Required Banks pursuant to Section 4.1 of the Pledge
          Agreement (any such Person, a "New Member"), the equity
          commitment obligations of NRG (or NRG Generating, as
          applicable) under Sections 1 and 2 hereof shall be reduced by
          the amount of any equity commitment granted by such New
          Member to the Collateral Agent for the benefit of the Banks,
          which equity commitment and any credit support provided
          therefor shall be in form and substance acceptable to each
          Bank.

     4.   Representations and Warranties.  NRG represents and warrants
to the Borrower and the Collateral Agent, for its own benefit and for
the benefit of the other

                                   4

<PAGE>

Secured Parties, which representations and warranties shall survive the
execution and delivery of this Agreement that:


     a.   NRG is a corporation duly organized and validly existing
          under the Laws of the Sate of Delaware, and is duly
          qualified, authorized to do business and in good standing as
          a foreign corporation in every jurisdiction in which it owns
          or leases real property or in which the nature of its
          business requires it to be so qualified except to the extent
          the failure to be so qualified would not reasonably be
          expected to result in a Material Adverse Effect.  As used in
          this Section 4.a and otherwise in this Agreement, the term
          "Material Adverse Effect" shall mean a material adverse
          effect on either (i) the operations, business, financial
          condition or property of NRG and its subsidiaries on a
          consolidated basis, or (ii) the ability of NRG to perform in
          a timely manner its material obligations under this
          Agreement.

     b.   The execution, delivery and performance of this Agreement,
          the compliance by NRG with the provisions hereof, and the
          consummation of the transactions contemplated hereby, will
          not (i) conflict with or result in a breach or violation of
          any of the respective charters or bylaws of NRG or any of its
          subsidiaries or any material franchise or license of NRG or
          any of the terms or provisions thereof, (ii) constitute a
          default or cause an acceleration of any obligation under, or
          result in the imposition or creation of (or the obligation to
          create or impose) a Lien with respect to, any bond, note,
          debenture or other evidence of Indebtedness or any indenture,
          mortgage, deed of trust or other agreement or instrument to
          which NRG or any of its subsidiaries is a party or by which
          it or any of them is bound, or to which any properties of NRG
          or any of its subsidiaries is or may be subject, (iii)
          contravene any order of any court or Governmental Authority
          or body having jurisdiction over NRG or any of its
          subsidiaries or any of their properties, or (iv) violate or
          conflict with any statute, rule or regulation or
          administrative or court decree applicable to NRG or any of
          its subsidiaries or any of their respective properties, in
          the case of clauses (ii), (iii) and (iv) which conflict,
          breach, violation, default or contravention, singly or in the
          aggregate with each other conflict, breach, violation,
          default or contravention, could reasonably be expected to
          result in a Material Adverse Effect.

     c.   NRG has all necessary corporate power and authority to
          execute and deliver this Agreement and to perform its
          obligations under this Agreement.

     d.   The execution, delivery and performance by NRG of this Agreement
          have been duly authorized by all necessary corporate action on the
          part of NRG

                                   5

<PAGE>

     and  do not require any approval or consent of any holder (or  any
trustee for any holder) of any Indebtedness or other obligation of  NRG
or  any other Person or entity, except approvals or consents which have
previously been obtained and which are in full force and effect.

     e.   This Agreement has been duly authorized, executed and
          delivered by NRG and constitutes a legally valid and binding
          agreement, enforceable against NRG in accordance with its
          terms, subject to applicable bankruptcy, insolvency,
          fraudulent conveyance, reorganization, moratorium and similar
          Laws affecting creditors' rights and remedies generally and
          to principles of equity (regardless of whether enforcement is
          sought at law or in equity).

     f.   There is no legislation, litigation, action, suit, proceeding
          or investigation pending or (to the best of NRG's knowledge
          after due inquiry) threatened against NRG before or by any
          court, administrative agency, arbitrator or Governmental
          Authority which if adversely determined individually or in
          the aggregate, (i) could reasonably be expected to result in
          a Material Adverse Effect or (ii) questions the validity,
          binding effect or enforceability hereof, any action taken or
          to be taken pursuant hereto or any of the transactions
          contemplated hereby.

     g.   The financial statements of NRG provided or to be provided as
          contemplated in the Credit Agreement and the other Financing
          Documents are or will be true, correct and complete as of the
          dates specified therein and fully and accurately present the
          financial condition of NRG as of the dates and for the
          periods specified.  There has been no material adverse change
          in the financial condition of NRG from the date of NRG's most
          recent audited financial statements delivered to the Agent
          Bank (except as heretofore disclosed to the Agent Bank in a
          writing delivered by or on behalf of NRG).

     h.   NRG is in compliance with all Laws applicable to it except to
          the extent that the failure to comply therewith could
          reasonably be expected to result in a Material Adverse
          Effect.

     5.   Covenants and Agreements.  NRG hereby covenants and agrees
that it shall faithfully observe and fulfill, and shall cause to be
observed and fulfilled, each and all of the following covenants:

     a.   NRG shall not merge or consolidate with or into any other
          entity unless the surviving entity (if other than NRG)
          expressly agrees to assume all the obligations of NRG under
          this Agreement and each other Transaction

                                   6

<PAGE>

          Document to which NRG is a party and expressly agrees to
          otherwise be subject to the terms of this Agreement and each
          other Transaction Document to which NRG is a party.

     b.   Neither NRG nor any of its Affiliates shall commence or join
          with any other Person (other than the Agent Bank, the
          Collateral Agent or any of the Banks) in commencing any Event
          of Bankruptcy against the Borrower.

     c.   NRG agrees that it will not, and that it will cause its
          subsidiaries not to, enter into any bond, note, debenture or
          other evidence of Indebtedness or any indenture, mortgage,
          deed of trust or other agreement or instrument which would
          conflict with the performance by NRG of its obligations
          pursuant to this Agreement or compliance by NRG with the
          provisions hereof or pursuant to which this Agreement would
          constitute a default or cause an acceleration of any
          obligation under, or result in the imposition or creation of
          (or the obligation to create or impose) a Lien.

     6.   Action by Collateral Agent.  The Collateral Agent shall be
entitled to rely on any notice received by it from the Agent Bank, any
Bank or the Borrower stating that any Event of Default shall have
occurred and shall not be under any duty or responsibility to make any
independent verification of such statement.

     7.   Enforcement.  NRG hereby agrees that the Collateral Agent
shall have the right to directly enforce the provisions hereof which
are binding upon NRG against NRG and NRG hereby agrees to pay all
costs, including reasonable attorneys' fees, incurred with respect to
the enforcement of such provisions of this Agreement against NRG, which
enforcement costs, regardless of when incurred, shall be payable by NRG
on the earlier of (a) the date on which a final judgment shall be
obtained against NRG with respect to this Agreement and any and all
applicable appeal periods with respect thereto shall have expired and
(b) the date on which NRG and the Collateral Agent shall have otherwise
resolved (including by way of settlement) any dispute with respect to
the enforcement of this Agreement against NRG.

     8.   Assignment and Consent.  NRG consents to the terms and
provisions of the Security Documents, including the assignment of this
Agreement to the Collateral Agent for the benefit of the Banks.  NRG
agrees that the Collateral Agent (acting for the benefit of the Banks)
and any assignee thereof shall be entitled to exercise any and all
rights of the Borrower under this Agreement in accordance with the
terms thereof (in its own name or in the name of the Borrower), and NRG
shall comply in all respects with such exercise.  Without limiting the
generality of the foregoing, the Collateral Agent and any assignee
thereof shall have the full right and power to enforce directly against
NRG and its assignees any and all obligations of NRG under this
Agreement and otherwise to exercise any and all remedies hereunder and
under the Security Documents and to make

                                   7

<PAGE>

any  and  all requests required or permitted to be made by the Borrower
(in its own name or in the name of the Borrower) under this Agreement.


     9.   Limitation of Liability.  Notwithstanding anything else in
this Agreement or any other Transaction Document, NRG's liability in
respect of this Agreement is limited to the equity contributions
specified in Sections 1 and 2 of this Agreement.  Neither NRG nor any
shareholder, officer, employee, controlling Person, executive,
director, agent or Affiliate (other than the Borrower) of NRG (herein
referred to as "operatives") shall be liable for payments or other
obligations due by the Borrower under the Loan Agreement or any other
Transaction Document or for the payment or performance by the Borrower
of any other Obligation.  In the event of foreclosure or other sale or
disposition of properties, no judgment for any deficiency upon the
obligations of the Borrower under any Financing Document shall be
obtainable by the Banks against NRG or any of such operatives except,
in the case of each of such parties and their respective operatives,
with respect to any then-remaining collateral pledged by such parties
and their respective operatives, respectively.  Notwithstanding the
foregoing, nothing in this Section 9 shall be deemed to affect or
diminish the obligations of NRG or any operative under this Agreement
or any other Transaction Document to which NRG or any such operative is
a party.

     10.  Payment Absolute.

     a.   Subrogation.  Notwithstanding any payment or payments made or
          caused to be made by NRG hereunder, NRG shall not be entitled
          to be subrogated to any of the rights of the Secured Parties
          or any collateral security or guaranty held by the Secured
          Parties in connection with the Borrower's Obligations, nor
          shall NRG seek any reimbursement from the Borrower in respect
          of payments made or caused to be made by NRG hereunder.  If
          any amount shall be paid to NRG as a result of such
          subrogation rights at any time prior to the Loan Agreement
          Termination Date, such amount shall be held by NRG in trust
          for the Secured Parties, segregated from other funds of NRG,
          and shall be turned over to the Collateral Agent for the
          benefit of the Secured Parties, in the exact form received by
          NRG (duly endorsed by NRG to the Collateral Agent for the
          benefit of itself and the other Secured Parties, if
          required), to be applied against Obligations in such order as
          the Collateral Agent (as directed by the Agent Bank, acting
          pursuant to the Credit Agreement) may elect.

     b.   Unconditional Obligation.  The obligations of NRG under
          Sections 1 and 2 hereof shall be absolute, unconditional and
          irrevocable under any and all circumstances and shall be
          performed by NRG regardless of any circumstance whatsoever
          which might otherwise constitute an excuse for nonperformance
          of the obligations of NRG under Sections 1 and 2.  Without
          limiting the generality of the foregoing,  NRG shall remain
          obligated to

                                   8

<PAGE>

          the extent provided hereunder, notwithstanding that, without
          any reservation of rights by or against NRG and without
          notice to or further assent by NRG, any demand for payment of
          any amount due pursuant to the Loan Agreement or any other
          Financing Document may be rescinded by the Secured Parties
          and any of the Loans or other extensions of credit thereunder
          continued and such amounts, or the liability of any other
          Person upon or for any part thereof, or any collateral
          security or guaranty therefor or right of offset with respect
          thereto may, form time to time, in whole or part, be renewed,
          extended, amended, modified, accelerated, compromised,
          waived, surrendered or released by the Secured Parties, and
          the Loan Agreement or any other Financing Document or any
          other document executed in connection therewith may be
          amended, modified, supplemented or terminated, in whole or in
          part, as the Secured Parties may deem advisable from time to
          time, and any collateral security or guaranty or right of
          offset at any time held by the Secured Parties for the
          payment of such amounts may be sold or exchanged, waived,
          surrendered or released.  None of the Secured Parties shall
          have any obligation to protect, secure, perfect or inquire as
          to any Lien at any time held by any of them as security for
          any amount due under the Loan Agreement or any other
          Financing Document or any property subject to any such Lien
          and the failure of any of the Secured Parties to do any of
          the foregoing shall have no effect on the obligations of NRG
          hereunder and none of the Secured Parties shall have any
          liability for the performance or observance of any of the
          obligations or duties of the Borrower under the Loan
          Agreement or under any other Transaction Document and the
          Borrower's failure to perform any such obligations or duties
          shall not impair the obligations of NRG hereunder.

     c.   Continuing Obligations.  The obligations set forth herein
          shall continue to be effective or shall be reinstated, as the
          case may be, if at any time and for any reason, any payment
          made hereunder by NRG is rescinded or must otherwise be
          returned by the Secured Parties, all as though such payment
          had not been made.

     11.  No Setoff.  NRG shall not have the right to withhold or
offset against any payment due for any reason including, without
limitation, any dispute between the Borrower and NRG.

     12.  Third Party Beneficiaries.  The agreements of the parties
hereto are intended to benefit the Secured Parties and their respective
successors and assigns.

                                   9

<PAGE>

     13.  Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same
instrument.

     14.  Survival.  The terms of this Agreement shall be binding upon,
and inure to the benefit of, the parties hereto and their respective
successors and assigns.  All representations, warranties and
indemnities contained herein or made in writing by NRG in connection
herewith shall survive the execution and delivery of this Agreement and
the performance of the obligations contained herein until the
Conversion Date.

     15.  Notices.  Except as otherwise expressly provided herein,
(a) all notices and other communications provided for hereunder shall
be provided in writing and shall be sent by personal delivery,
telecopy, overnight courier or, if such courier service is not
available, by certified mail with postage prepaid to any party at the
address set forth below its signature on this Agreement, or at such
other address as shall be designated by a party in a written notice to
the other parties hereto and (b) all such notices and communications
shall be effective seven (7) days after being deposited in the mails in
the manner as aforesaid, when delivered by personal delivery, one (1)
day after delivery to the courier in the manner as aforesaid, or when
sent by telecopier, upon confirmation of receipt.

     16.  Successors and Assigns.  This Agreement shall inure to the
benefit of the parties hereto, the Agent Bank and each of the Banks, as
third party beneficiaries, and their successors and assigns, and shall
bind the heirs, executors, administrators, personal representatives,
successors and assigns of such Persons.  NRG shall not assign or
otherwise transfer all or any of its obligations hereunder other than
in accordance with Section 3 hereof.

     17.  Bankruptcy.  NRG hereby irrevocably waives any protection it
may be entitled to under Section 365(c)(1) and (2) and Section
365(e)(1) and (2) of the Bankruptcy Code upon the occurrence of an
Event of Bankruptcy with respect to the Borrower (a "Proceeding").  In
the event the trustee in bankruptcy or the debtor-in-possession takes
any action (including, without limitation, the institution of any
action, suit or other proceeding) in a Proceeding for the purpose of
enforcing the obligations of NRG under Section 1 or 2 hereof, NRG
agrees (a) not to assert  any defense, claim or counterclaim denying
liability under Section 1 or 2 hereof on the basis that this Agreement
is either (i) not an executory contract or (ii) an executory contract
that cannot be assumed, assigned or enforced, or on any other theory
directly or indirectly based on Section 365(c)(1) and (2) or Section
365(e)(1) and (2) of the Bankruptcy Code or any successor provision of
law and (b) to make all payments hereunder regardless of any rejection
or termination (by operation of law or otherwise) of this Agreement by
the Borrower.  If a Proceeding shall occur, NRG agrees after the
occurrence of such Proceeding to reconfirm its prepetition waiver of
any protection it may be entitled to under Section 365(c)(1) and (2)
and Section 365(e)(1) and (2) of the Bankruptcy Code and, to give
effect to such waiver, NRG consents to the

                                   10

<PAGE>

assumption and enforcement of each provision of this Agreement  by  the
debtor-in-possession or the Borrower's trustee in  bankruptcy,  as  the
case may be.


     18.  Amendments.  This Agreement or any provision hereof may not
be rescinded, canceled, modified, changed or waived by any party hereto
without the prior written consent of the Collateral Agent (as directed
by the Agent Bank, acting upon the instructions of the Required Banks).

     19.  Governing Law.  This Agreement is a contract made under the
Laws of the State of New York of the United States and shall for all
purposes be governed by and construed in accordance with the Laws of
such State without regard to the conflict of law rules thereof (other
than Section 5-1401 of the New York General Obligations Law).

     20.  Consent to Jurisdiction.

     a.   Any legal action or proceeding against either NRG or the
          Borrower with respect to this Agreement may be brought in the
          courts of the State of New York in the County of New York or
          of the United States for the Southern District of New York
          and, by execution and delivery of this Agreement, each of NRG
          and the Borrower hereby irrevocably accepts for itself and in
          respect of its property, generally and unconditionally, the
          non-exclusive jurisdiction of the aforesaid courts.  NRG and
          the Borrower each agrees that a judgment, after exhaustion of
          all available appeals, in any such action or proceeding shall
          be conclusive and binding upon such party, and may be
          enforced in any other jurisdiction by a suit upon such
          judgment, a certified copy of which shall be conclusive
          evidence of the judgment.  NRG and the Borrower each hereby
          irrevocably designates, appoints and empowers CT Corporation
          System, with offices on the date hereof at 1633 Broadway, New
          York, New York 10019, as its designee, appointee and agent of
          any to receive, accept and acknowledge for and on its behalf,
          and in respect of its property, service of any and all legal
          process, summons, notices and documents which may be served
          in any such action or proceeding.  If for any reason such
          designee, appointee and agent shall cease to be available to
          act as such, NRG and the Borrower each agrees to designate a
          new designee, appointee and agent in New York City on the
          terms and for the purposes of this provision satisfactory to
          the Collateral Agent.  NRG and the Borrower each further
          irrevocably consents to the service of process out of any of
          the aforementioned courts in any such action or proceeding by
          the mailing of copies thereof by registered or certified
          mail, postage prepaid, to such party, at its address referred
          to in Section 15 hereof, such service to become effective
          thirty (30) days after such mailing.  Nothing herein shall
          affect the right of the Collateral Agent or any other Person
          to serve process in any other manner permitted by

                                   11

<PAGE>

          Law or to commence legal proceedings or otherwise proceed
          against either party in any other jurisdiction.

     b.   NRG and the Borrower each hereby irrevocably waives any
          objection which it may now or hereafter have to the laying of
          venue of any of the aforesaid actions or proceedings arising
          out of or in connection with this Agreement brought in the
          courts referred to in clause (a) above and hereby further
          irrevocably waives and agrees not to plead or claim in any
          such court that any such action or proceeding brought in any
          such court has been brought in an inconvenient forum.

     c.   WITH REGARD TO THIS AGREEMENT AND EACH OTHER TRANSACTION
          DOCUMENT TO WHICH EITHER NRG OR THE BORROWER IS A PARTY, EACH
          OF NRG, THE BORROWER, THE AGENT BANK, THE BANKS (BY ACCEPTING
          THE BENEFITS OF THIS AGREEMENT) AND THE COLLATERAL AGENT
          HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY.

     21.  No Waiver.  No failure to exercise and no delay in exercise,
on the part of the Collateral Agent, of any right, remedy, power or
privilege provided herein or by statute or at law or in equity shall
operate as a waiver thereof; nor shall any single or partial exercise
of any thereof preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.


    [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

                                  12

<PAGE>


          IN WITNESS WHEREOF, the undersigned has executed this Equity
Commitment Agreement as of the date first above written.


                         NRG Energy, Inc.


                         By:  /s/ James J. Bender
                              Name:  James J. Bender
                              Title: Vice President

                         Address for Notices:
                         1221 Nicollet Mall, Suite 700
                         Minneapolis, MN 55403-2445
                         Attn:  Chief Financial Officer
                         (with a copy to General Counsel at the same ad
                         dress)


NRG (Morris) Cogen, LLC


                         By:  /s/ James J. Bender
                              Name:  James J. Bender
                              Title: Management Committee Member

                         Address for Notices:
                         1221 Nicollet Mall, Suite 700
                         Minneapolis, MN 55403-2445
                         Attn: President


                         THE CHASE MANHATTAN BANK,
                         as Collateral Agent


                         By:  /s/ Annette M. Marsula
                              Name:  Annette M. Marsula
                              Title: Assistant Vice President


                         Address for Notices:
                         450 West 33 Street
                         15th Floor
                         New York, New York 10001
                         Attn:  Annette M. Marsula


[Signature page to Equity Commitment Agreement among NRG Energy, Inc.,
NRG (Morris) Cogen, LLC and The Chase Manhattan Bank, as Collateral
Agent]

<PAGE>

                               EXHIBIT A


                FORM OF EQUITY REQUISITION CERTIFICATE


                              [DATE]


NRG Energy, Inc.
1221 Nicollet Mall, Suite 700
Minneapolis, MN 55403-2445
Attn:


Ladies and Gentlemen:

     This Equity Requisition Certificate is delivered to you pursuant
to Section 1 of that certain Equity Commitment Agreement, dated as of
September 15, 1997 (the "Equity Commitment Agreement"), by and among
you ("NRG"), the undersigned (the "Borrower") and The Chase Manhattan
Bank, in its capacity as Collateral Agent (the "Collateral Agent").
Capitalized terms used but not otherwise defined herein shall have the
meanings assigned thereto in the Equity Commitment Agreement.

     The Borrower hereby requests that NRG make an Equity Contribution
to the Borrower on the date and in the amount requested below (the
"Requested Equity Contribution"), which amount is to be paid to the
Construction Account:

          Date of funding:    ___________________

          Amount of
          Contribution:       $__________________

     The Borrower hereby certifies that as of the date of funding:

     (1) the Dollar amount of all Construction Loan Borrowings made to
or for the benefit of the Borrower under the Loan Agreement is equal to
or greater than $84,000,000;

     (2) the total amount of the Requested Equity Contribution, plus
the amount of all prior Equity Contributions, is equal to $
, which amount is less than or equal to the lesser of (y) $
representing twenty percent (20%) of the total

                                   1

<PAGE>

Project Costs (as set forth in the current Construction Budget), or (z)
Twenty-Two Million  Dollars ($22,000,000); and


     (3) the Construction Loan Maturity Date has not occurred.


                              Very truly yours,

                              NRG (MORRIS) COGEN, LLC


                              By:  _______________________
Name:
                                   Title:

                                   2

<PAGE>


                              EXHIBIT B


     FORM OF EQUITY COMMITMENT GUARANTY

          This EQUITY COMMITMENT GUARANTY (this "Guaranty" or this
"Agreement"), dated as of [INSERT DATE], by NRG ENERGY, INC., a
Delaware corporation ("Guarantor"), in favor of NRG (MORRIS) COGEN, LLC
(the "Borrower") and THE CHASE MANHATTAN BANK, as collateral agent for
the Banks (as defined below) (in such capacity, the "Collateral Agent")
under the Construction and Term Loan Agreement, dated as of September
15, 1997 (the "Credit Agreement"), among the Borrower, the Collateral
Agent, the banks party thereto (the "Banks") and The Chase Manhattan
Bank, as agent for the Banks (in such capacity, the "Agent Bank").


     RECITALS

          A.   As a condition precedent to the Agent Bank, the
Collateral Agent and the Banks entering into the Credit Agreement and
the Banks making the Loans and extending other credit to the Borrower
thereunder, Guarantor executed an Equity Commitment Agreement, dated as
of September 15, 1997 (the "Equity Commitment Agreement"), in favor of
the Borrower and the Collateral Agent.

          B.  Pursuant to an [INSERT NAME OF AGREEMENT], dated as of
the date hereof, Guarantor is selling all of its membership interests
in the Borrower to NRG Generating (U.S.) Inc. ("NRG Generating").

          C.  Pursuant to an Assignment and Assumption Agreement, dated
as of the date hereof (the "Assignment and Assumption Agreement"),
between Guarantor and NRG Generating, NRG Generating is assuming all of
Guarantor's obligations under the Equity Commitment Agreement.

          D.  Guarantor owns [INSERT PERCENTAGE] of the outstanding
shares of capital stock of NRG Generating.

          E.  It is a condition to the Banks' willingness to continue
to make Loans and extend other credit to the Borrower under the Credit
Agreement that Guarantor enter into this Agreement.

          F.  Guarantor acknowledges that it will obtain substantial
benefit if the Banks continue to make Loans and extend other credit to
the Borrower under the Credit Agreement.

<PAGE>

          G.  The obligations of Guarantor hereunder are being incurred
concurrently with the assumption by NRG Generating of Guarantor's
obligations under the Equity Commitment Agreement pursuant to the
Assignment and Assumption Agreement.

          H.  Capitalized terms used but not otherwise defined herein
shall have the respective meanings given them in the Equity Commitment
Agreement (including terms incorporated therein from the Credit
Agreement).


     AGREEMENT

          NOW, THEREFORE, in consideration of the premises set forth
above and other good and valuable consideration, receipt of which is
hereby acknowledged, Guarantor hereby agrees as follows:

          1.   Guaranty by Guarantor of NRG Generating Obligation.
Guarantor unconditionally and irrevocably guarantees payment to the
Borrower and to the Collateral Agent, for the benefit of the Agent Bank
and the Banks, when due of any and all amounts payable by NRG
Generating to the Borrower from time to time pursuant to Sections 1 and
2 of the Equity Commitment Agreement and performance in full of all of
NRG Generating's obligations under Sections 1 and 2 of the Equity
Commitment Agreement.

          2.   Additional Provisions to Guarantor Obligations.

               (a)  In addition to the obligations under Section 1 of
     this Agreement, Guarantor agrees to pay upon demand all fees and
     expenses incurred by the Collateral Agent and the Borrower in
     successfully enforcing against Guarantor any of its obligations
     and liabilities hereunder or the terms hereof, including, without
     limitation, reasonable fees and expenses of legal counsel.
     Guarantor waives notice of acceptance of this Agreement and of any
     obligation to which it applies or may apply under the terms
     hereof, and waives diligence, presentment, demand of payment,
     notice of dishonor or non-payment, protest, notice of protest, of
     any such obligations, suit or taking other action by the
     Collateral Agent or the Borrower against, and giving any notice of
     default or other notice to, or making any demand on, any party
     liable thereon (including Guarantor).

               (b)  Guarantor's obligation under this Agreement is an
     absolute, unconditional, continuing and irrevocable guaranty of
     payment and performance and is in no way conditioned on or
     contingent upon any attempt to enforce in whole or in part NRG
     Generating's obligations to the Collateral Agent and the Borrower
     under the Equity Commitment Agreement.  If NRG Generating fails to
     pay or perform any liabilities or obligations to the Collateral
     Agent or the Borrower under Section 1 or 2 of the Equity
     Commitment Agreement as and when

                                   2

<PAGE>

     they are due, Guarantor shall forthwith pay and perform such
     liabilities or obligations, with any such payment to be made in
     immediately available funds.  Each failure by NRG Generating to
     pay or perform any liabilities or obligations arising under
     Section 1 or 2 of the Equity Commitment Agreement shall give rise
     to a separate cause of action hereunder, and separate suits may be
     brought hereunder as each cause of action arises.

               (c)  The Collateral Agent and the Borrower may, at any
     time and from time to time without the consent of or notice to
     Guarantor, except such notice as may be required by applicable Law
     which cannot be waived, without incurring responsibility to
     Guarantor or impairing or releasing the obligations of Guarantor
     hereunder, upon or without any terms or conditions and in whole or
     in part, (i) exercise or refrain from exercising any rights
     against NRG Generating or others (including Guarantor) or
     otherwise act or refrain from acting; (ii) release any other
     guarantor from its obligations without obtaining the consent of
     Guarantor and without affecting or impairing the obligations of
     Guarantor hereunder; (iii) settle or compromise any obligations
     hereby guaranteed and/or any obligations incurred directly or
     indirectly in respect thereof or hereof, and may subordinate the
     payment of all or any part thereof to the payment of any
     obligations which may be due to the Collateral Agent, the Borrower
     or others; (iv) sell, exchange, release, surrender, realize upon
     or otherwise deal with in any manner or in any order any property
     by whomsoever pledged or mortgaged to secure or howsoever securing
     the liabilities or obligations hereby guaranteed or any
     liabilities or obligations incurred directly or indirectly in
     respect thereof or hereof and/or any offset thereagainst; (v)
     apply any sums by whomsoever paid or howsoever realized to any
     obligations of NRG Generating to the Collateral Agent or the
     Borrower regardless of what obligations remain unpaid; (vi)
     consent to or waive any breach of, or any act, omission or default
     under, the Equity Commitment Agreement or otherwise amend, modify
     or supplement the Equity Commitment Agreement or any of such other
     instruments or agreements; and/or (vii) act or fail to act in any
     manner referred to in this Agreement which may deprive Guarantor
     of its right, if any, to subrogation or reimbursement against NRG
     Generating or any other Person to recover full indemnity for any
     payments made pursuant to this Agreement or of its right of
     contribution against any other party.

               (d)  No invalidity, irregularity or unenforceability of
     the obligations hereby guaranteed shall affect, impair or be a
     defense to this Agreement.

               (e)  In the event that, notwithstanding the provisions
     of Section 2(b) hereof, this Agreement shall be deemed revocable
     in accordance with applicable Law, then any such revocation shall
     become effective only upon actual receipt by the Collateral Agent
     and the Borrower of written notice of revocation

                                   3

<PAGE>

     signed by Guarantor.  No revocation or termination hereof shall
     affect in any manner rights arising under this Agreement with
     respect to obligations and liabilities outstanding on the date of
     receipt by the Collateral Agent and the Borrower of written notice
     of such revocation or termination and the sole effect of any
     revocation and termination hereof shall be to exclude from this
     Agreement obligations and liabilities thereafter arising which are
     unconnected with obligations and liabilities theretofore arising
     or transactions theretofore entered into (Guarantor shall remain
     liable for all obligations incurred hereunder prior to such
     revocation or termination).

          3.   Representations and Warranties.  Guarantor makes the
representations and warranties set forth below to the Borrower and to
the Collateral Agent, acting for its own benefit and for the benefit of
the other Secured Parties, which representations and warranties shall
survive the execution and delivery of this Agreement:

               (a)  Guarantor is a corporation duly organized, validly
     existing and in good standing under the laws of the State of
     Delaware and has the corporate power and authority to execute and
     deliver this Agreement and to perform its obligations hereunder.

               (b)  Guarantor has taken all necessary corporate action
     to authorize its execution and delivery of this Agreement and the
     performance of its obligations hereunder.

               (c)  This Agreement has been duly executed and delivered
     by Guarantor and constitutes the legal, valid and binding
     obligation of Guarantor, enforceable against Guarantor in
     accordance with its terms, subject to applicable bankruptcy,
     insolvency and other similar Laws affecting creditors' rights
     generally and subject to general equitable principles.

               (d)  All Governmental Approvals and actions necessary in
     connection with the execution and delivery by Guarantor of this
     Agreement and the performance of its obligations hereunder have
     been obtained or performed and remain valid and in full force and
     effect.

               (e)  The execution, delivery and performance of this
     Agreement, the compliance by Guarantor with the provisions hereof
     and the consummation of the transactions contemplated hereby, will
     not (i) conflict with or result in a breach or violation of any of
     the respective charters or bylaws of Guarantor or any of its
     subsidiaries or any material franchise or license of Guarantor or
     any of the terms or provisions thereof, (ii) constitute a default
     or cause an acceleration of any obligation under, or result in the
     imposition or creation of (or the obligation to create or impose)
     any Lien with respect to, any bond, note, debenture or other

                                   4

<PAGE>

     evidence of Indebtedness or any indenture, mortgage, deed of trust
     or other agreement or instrument to which Guarantor or any of its
     subsidiaries is a party or by which it or any of them is bound, or
     to which any properties of Guarantor or any of its subsidiaries is
     or may be subject, (iii) contravene any order of any court or
     Governmental Authority or body having jurisdiction over Guarantor
     or any of its subsidiaries or any of their properties or (iv) or
     conflict with any statute, rule or regulation or administrative or
     court decree applicable to Guarantor or any of its subsidiaries or
     any of their respective properties, in the case of clauses (ii),
     (iii) and (iv) which conflict, breach, violation, default or
     contravention, singly or in the aggregate with each other
     conflict, breach, violation, default or contravention, could
     reasonably be expected to result in a Material Adverse Effect.  As
     used in this clause (e) and otherwise in this Agreement, the term
     "Material Adverse Effect" shall mean a material adverse effect on
     either (A) the operations, business, financial condition or
     property of Guarantor or any of its subsidiaries on a consolidated
     basis or (B) the ability of Guarantor to perform in a timely
     manner its obligations under this Agreement.

               (f)  There is no legislation, litigation, action, suit,
     proceeding or investigation pending or (to the best of Guarantor's
     knowledge after due inquiry) threatened against Guarantor before
     or by any court, administrative agency, arbitrator or Governmental
     Authority which if adversely determined individually or in the
     aggregate, (i) could reasonably be expected to result in a
     Material Adverse Effect or (ii) questions the validity, binding
     effect or enforceability hereof, any action taken or to be taken
     pursuant hereto or any of the transactions contemplated hereby.

               (g)  All quarterly and annual financial statements
     heretofore delivered by or in respect of Guarantor to the
     Collateral Agent, the Agent Bank, the Banks or the Borrower are
     true, correct and complete as of the dates referred to therein, do
     not fail to disclose any material liabilities, whether direct or
     contingent, fairly present the financial condition of Guarantor as
     of the date thereof and are prepared in accordance with GAAP.

               (h)  Guarantor possesses all franchises, certificates,
     licenses, permits and other Governmental Approvals necessary for
     it to own its properties, conduct its business and perform its
     obligations under this Agreement.

               (i)  Guarantor (i) is not an "investment company", or a
     company "controlled" by an "investment company", within the
     meaning of the ICA, and (ii) is not subject to regulation as a
     "holding company," a "public utility company," or an "affiliate"
     or a "subsidiary company" of a "registered holding company" as
     defined in PUHCA.

                                   5

<PAGE>

               4.   Covenants:  Guarantor agrees that:

               (a)  Guarantor shall maintain in full force and effect
     all consents of any governmental or other authority that are
     required to be obtained by it with respect to this Agreement and
     will obtain any that may become necessary in the future.

               (b)  Guarantor shall comply in all material respects
     with all applicable Laws and orders to which it may be subject if
     failure so to comply would materially impair its ability to
     perform its obligations under this Agreement.

               (c)   (i)  Annual Financial Statements.  Guarantor shall
          deliver to the Collateral Agent and the Borrower, within one
          hundred twenty (120) days after the close of each fiscal year
          of Guarantor, the consolidated and consolidating balance
          sheets of Guarantor and its consolidated Affiliates as at the
          end of such fiscal year and the related consolidated and
          consolidating statements of income, retained earnings and
          cash flows for such fiscal year, in each case setting forth
          comparative figures for the preceding fiscal year and
          certified, in the case of the consolidated financial
          statements, by independent certified public accountants of
          recognized national standing in the United States.

                    (ii)  Notice of Default or Litigation.  Promptly,
          and in any event within two (2) Business Days after an
          Authorized Officer of Guarantor obtains knowledge thereof,
          Guarantor shall give to the Collateral Agent and the Borrower
          notice of the occurrence of any event or of any litigation or
          governmental proceeding pending (a) against Guarantor or any
          of its Affiliates which could affect the business,
          operations, property, assets, condition (financial or
          otherwise) or prospects of Guarantor so as to materially and
          adversely affect the ability of Guarantor to perform its
          obligations hereunder or (b) with respect to this Agreement,
          which event or pending proceeding is likely to materially and
          adversely affect the business, operations, property, assets,
          condition (financial or otherwise) or prospects of Guarantor
          and its Affiliates taken as a whole.

                    (iii)  Other Information.  From time to time,
          Guarantor shall provide to the Collateral Agent and the
          Borrower such other information or documents (financial or
          otherwise) regarding Guarantor as the Collateral Agent or the
          Borrower may reasonably request and as may be available to
          Guarantor without undue cost or effort.

          5.   Subrogation.  Guarantor shall not exercise any rights
which it may acquire by way of subrogation under this Agreement, by any
payment made hereunder or

                                   6

<PAGE>

otherwise,  until  all  of  the  liabilities  and  obligations  of  NRG
Generating  to the Collateral Agent and the Borrower under  the  Equity
Commitment Agreement shall have indefeasibly been paid in full in  cash
or  cash  equivalents.   If any amount shall be paid  to  Guarantor  on
account  of  such  subrogation  rights  at  any  time  when  all   such
liabilities  and obligations shall not have been indefeasibly  paid  in
full  in  cash or cash equivalents, such amount shall be held in  trust
for  the  benefit  of the Collateral Agent and the Borrower  and  shall
forthwith  be  paid  to  the  Collateral  Agent  or  the  Borrower,  as
applicable,  and  applied to such liabilities and obligations,  whether
matured or unmatured.


          6.   Successions or Assignments.

               (a)  This Agreement shall inure to the benefit of the
     respective successors or assigns of the Collateral Agent and the
     Borrower who shall have, to the extent of their interest, the
     rights of the Collateral Agent and the Borrower hereunder.

               (b)  This Agreement is binding upon Guarantor and its
     successors and assigns.  Guarantor is not entitled to assign its
     obligations hereunder to any other Person without the written
     consent of the Collateral Agent and the Borrower, which may be
     granted or withheld in the Collateral Agent's or the Borrower's
     sole discretion (in the case of the Collateral Agent, as directed
     by the Agent Bank, acting in accordance with the Credit
     Agreement), and any purported assignment in violation of this
     provision shall be void.

          7.   Waivers.

               (a)  No delay on the part of the Collateral Agent or the
     Borrower in exercising any of its rights (including those
     hereunder) and no partial or single exercise thereof and no action
     or non-action by the Collateral Agent or the Borrower, with or
     without notice to Guarantor or anyone else, shall constitute a
     waiver of any rights or shall affect or impair this Agreement.

               (b)  Guarantor agrees that, if the Collateral Agent or
     the Borrower bring any judicial proceedings in relation to any
     such matter, Guarantor will not interpose any counterclaim or
     setoff of any nature.

               (c)  If any amount payable by Guarantor hereunder is not
     paid as and when due, then Guarantor authorizes the Collateral
     Agent and the Borrower to proceed, without prior notice, by right
     of set-off, counterclaim or otherwise, against any assets of
     Guarantor that may at any time be in the possession of the
     Collateral Agent or the Borrower or any branch or office thereof,
     to the full extent of all amounts payable to the Collateral Agent
     and the Borrower hereunder.

                                   7

<PAGE>

               (d)  Guarantor waives any and all notice of the
     creation, renewal, extension or accrual of any of the obligations
     of NRG Generating under Sections 1 and 2 of the Equity Commitment
     Agreement and notice of or proof of reliance by the Collateral
     Agent or the Borrower upon this Agreement.

               (e)  Guarantor waives diligence, presentment, protest,
     demand for payment and notice of default to or upon NRG Generating
     with respect to the obligations under Sections 1 and 2 of the
     Equity Commitment Agreement.

          8.   Interpretation.  The Section headings in this Agreement
are for the convenience of reference only and shall not affect the
meaning or construction of any provision hereof.

          9.   Notices.  All notices in connection with this Agreement
shall be given by notice in writing, hand-delivered or sent by
facsimile transmission, or by certified mail return-receipt requested
(airmail, if overseas), postage prepaid.  All such notices shall be
sent to the appropriate telecopier number or address, as the case may
be, set forth below or to such other number or address as shall have
been subsequently specified by written notice to each other party
hereto, and shall be sent with copies, if any, as indicated below.  All
such notices shall be effective upon receipt.  The addresses for notice
shall be as follows:

               (a)  The address of Guarantor is:

                    NRG ENERGY, INC.
                    1221 Nicollet Mall, Suite 700
                    Minneapolis, MN 55403-2445
                    Attention:  President
                    Telephone No.:  (612) 373-5400
                    Telecopier No.:  (612) 373-5430

                    With a copy to:

                    NRG ENERGY, INC.
                    1221 Nicollet Mall, Suite 700
                    Minneapolis, MN 55403-2445
                    Attention:  General Counsel

               (b)  The address of the Collateral Agent is:

                    THE CHASE MANHATTAN BANK
                    450 West 33rd Street, 15th Floor
                    New York, NY 10001

                                  8

<PAGE>

                    Attention:  A. Marsula, Assistant Vice President,
                           International Project Finance, Global Trust
                           Services
                    Telephone No.:  (212) 946-7557
                    Telecopier No.:  (212) 946-8177/8178

               (c)  The address of the Borrower is:

                    NRG (MORRIS) COGEN, LLC
                    1221 Nicollet Mall, Suite 700
                    Minneapolis, MN  55403-2445
                    Attention:  President
                    Telephone No.:  (612) 373-5400
                    Telecopier No.:  (612) 373-5430

                    With a copy to:

                    NRG (MORRIS) COGEN, LLC
                    1221 Nicollet Mall, Suite 700
                    Minneapolis, MN  55403-2445
                    Attention:  General Counsel

          10.  Amendments.  Notwithstanding anything contained herein
that may be construed to the contrary, as between Guarantor, the
Collateral Agent and the Borrower, this Agreement may be amended only
with the written consent of the Collateral Agent, the Borrower and
Guarantor, with the Collateral Agent acting as directed by the Agent
Bank (acting upon the instructions of the Required Banks).

          11.  Jurisdiction; Governing Law.

               (a)  Any action or proceeding relating in any way to
     this Agreement may be brought and enforced in the courts of the
     State of New York.  Any such process or summons in connection with
     any such action or proceeding may be served by mailing a copy
     thereof by certified or registered mail, or any substantially
     similar form of mail, addressed to the applicable party as
     provided for notices hereunder.  By execution and delivery of this
     Agreement, Guarantor irrevocably agrees to designate, appoint and
     empower CT Corporation System, with its offices as of the date
     hereof at 1633 Broadway, New York, New York 10019, to receive for
     an on its behalf service of process in the State of New York and
     further irrevocably consents to the service of process outside the
     territorial jurisdiction of said courts by mailing copies thereof
     in accordance with the immediately preceding sentence.  Guarantor
     represents and warrants that it has taken, and will continue to
     take, all actions necessary to retain CT Corporation

                                   9

<PAGE>

     System as its registered agent for service of process in the State
     of New York for the term hereof.

               (b)  This Agreement and the rights and obligations of
     the parties hereto shall be governed by and construed in
     accordance with the Laws of the State of New York without
     reference to principles of conflict of laws (other than Section 5-
     1401 of the New York General Obligations Law).

          12.  Integration of Terms.  This Agreement contains the
entire agreement among the parties hereto relating to the subject
matter hereof and supersedes all oral statements and prior writings
with respect thereto.

          13.  Termination; Reinstatement of Guaranty.

               (a)  Subject to the provisions of Section 13(b) hereof,
     this Agreement shall terminate following the payment in full of
     all amounts due hereunder or under Sections 1 and 2 of the Equity
     Commitment Agreement.

               (b)  Notwithstanding the provisions of Section 13(a)
     hereof, this Agreement shall be reinstated if at any time
     following the termination of this Agreement under Section 13(a)
     hereof, any payment or performance by Guarantor under this
     Agreement or NRG Generating under Section 1 or 2 of the Equity
     Commitment Agreement is rescinded or must otherwise be returned by
     the Collateral Agent, the Borrower or any other Person upon the
     insolvency, bankruptcy, reorganization, dissolution or liquidation
     of NRG Generating or Guarantor and is so rescinded or returned to
     the party or parties making such payment or performance, all as
     though such payment had not been made.  Such period of
     reinstatement shall continue until satisfaction of the conditions
     contained in, and shall continue to be subject to, the provisions
     of this Section 13.

          14.  Waiver of Jury Trial.  THE COLLATERAL AGENT (AND THE
AGENT BANK AND THE BANKS AS THIRD PARTY BENEFICIARIES HEREUNDER), THE
BORROWER AND GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE COLLATERAL
AGENT, THE BORROWER, GUARANTOR OR NRG GENERATING.  THIS PROVISION IS
MATERIAL INDUCEMENT FOR THE COLLATERAL AGENT, THE BORROWER AND
GUARANTOR TO ENTER INTO THIS AGREEMENT.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                   10

<PAGE>

          IN WITNESS WHEREOF, Guarantor has caused this Equity
Commitment Guaranty to be duly executed and delivered as of the day and
year first written above.


                         NRG ENERGY, INC.


                      By:__________________________
                              Name:
                              Title:




Acknowledged and Accepted:



THE CHASE MANHATTAN BANK,
  as Collateral Agent

By: __________________________
    Name:
    Title:


NRG (MORRIS) COGEN, LLC

By: ___________________________
    Name:
    Title:


                                   S-1