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                             NRG GENERATING (U.S.) INC.
                               1998 STOCK OPTION PLAN

                   GRANT OF NONEMPLOYEE NONQUALIFIED STOCK OPTION

DATE OF GRANT: ______________________

     THIS GRANT, dated as of the date of grant first stated above (the "Date of
Grant"), is delivered by NRG Generating (U.S.) Inc. (the "Company") to
_____________________ (the "Grantee").

     WHEREAS, the Board of Directors of the Company (the "Board") on April 20,
1998, adopted the NRG Generating (U.S.) Inc. 1998 Stock Option Plan (the "Plan")
effective as of that date;

     WHEREAS, the Plan provides for the granting of Nonqualified Stock Options
by the Committee to directors of the Company, officers and key employees of the
Company and its Subsidiaries and certain other individuals who have the
capability of making or who have made a substantial contribution to the Company
to purchase shares of the Common Stock of the Company (the "Stock"), in
accordance with the terms and provisions thereof; and

     WHEREAS, the Committee considers Grantee to be a person who is eligible for
a grant of Nonqualified Stock Options under the Plan, and has determined that it
would be in the best interest of the Company to grant the Nonqualified Stock
Options documented herein.

      NOW THEREFORE, the parties hereto, intending to be legally bound 
hereby, agree as follows:

1.   GRANT OF OPTION.

     Subject to the terms and conditions hereinafter set forth, the Company, 
with the approval and at the direction of the Committee, hereby grants to 
Grantee, as of the Date of Grant, an option to purchase up to __________ 
shares of Stock at a price of $___________ per share.  The shares of stock 
purchasable upon exercise of the Option are hereinafter sometimes referred to 
as the "Option Shares."  The Option is intended by the parties hereto to be, 
and shall be treated as, a Nonqualified Stock Option which is not subject to 
the provisions of Code Section 422.

[2.  INSTALLMENT EXERCISE.

     Subject to such further limitations as are provided herein, the Option 
shall become exercisable in three (3) installments, Grantee having the right 
hereunder to purchase from the Company the following number of Option Shares 
upon exercise of the Option, on and after the following dates, in cumulative 
fashion:

     (i)  on and after the first anniversary of the Date of Grant up to 
one-third (ignoring fractional shares) of the total number of Option Shares;

    (ii)  on and after the second anniversary of the Date of Grant, up to an 
additional one-third (ignoring fractional shares) of the total number of 
Option Shares; and

   (iii)  on and after the third anniversary of the Date of Grant, the 
remaining Option Shares.]


Exhibit 10.35.5
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3.   TERMINATION OF OPTION.

     (a)  The Option and all rights hereunder with respect thereto, to the 
extent such rights shall not have been exercised, shall terminate and become 
null and void after the expiration of ten (10) years from the Date of Grant 
(the "Option Term").

[    (b)  Upon the occurrence of Grantee's ceasing for any reason to be 
providing service to the Company, its Parents, Subsidiaries or affiliates, 
the Option, to the extent not previously exercised, shall terminate and 
become null and void immediately upon the Separation Date, except in a case 
where the termination of Grantee's services is by reason of retirement, 
Disability or death or otherwise as follows.  Upon a termination of Grantee's 
services by reason of Disability or death, all unexercised portions of the 
Option shall become immediately exercisable and the Option may be exercised 
during the period beginning upon such termination and ending one year after 
such date.  Upon termination of Grantee's services, the Option may be 
exercised during the three-month period following the date of retirement, but 
only to the extent that the Option was outstanding and exercisable on the 
date of such retirement. In no event, however, shall any such period extend 
beyond the Option Term.]

     (c)  In the event of Grantee's death, the Option may be exercised by 
Grantee's legal representative(s) as and to the extent that the Option would 
otherwise have been exercisable by Grantee, subject to the provisions of  
Section 3(b) hereof.

     (d)  Notwithstanding any other provisions set forth herein or in the 
Plan, if Grantee shall: (i) commit any act of malfeasance or wrongdoing 
affecting the Company, its Parents, its Subsidiaries, (ii) breach any 
covenant not to compete, or employment contract, with the Company, its 
Parents, Subsidiaries or affiliates, or (iii) engage in conduct that would 
warrant Grantee's discharge for cause if he were an employee of the Company 
(excluding general dissatisfaction with the performance of Grantee's duties, 
but including any act of disloyalty or any conduct clearly tending to bring 
discredit upon the Company, its Parents, Subsidiaries or affiliates), any 
unexercised portion of the Option shall immediately terminate and be void.

4.   EXERCISE OF OPTIONS.

     (a)  Grantee may exercise the Option with respect to all or any part of 
the number of Option Shares that are exercisable hereunder by giving the 
Secretary of the Company written notice of intent to exercise.  The notice of 
exercise shall specify the number of Option Shares as to which the Option is 
to be exercised and date of exercise thereof, which date shall be at least 
five (5) days after the signing of such notice unless an earlier time shall 
have been mutually agreed upon.

     (b)  Full payment (in U.S. dollars) by Grantee of the Option Price for 
Option Shares purchased shall be made on or before the exercise date 
specified in the notice of exercise in cash or as the Company may otherwise 
permit as further set forth in the Plan.  On the exercise date specified in 
Grantee's notice or as soon thereafter as is practicable, the Company shall 
cause to be delivered to Grantee, a certificate or certificates for the 
Option Shares then being purchased (out of theretofore unissued Stock or 
reacquired Stock, as the Company may elect) upon full payment for such Option 
Shares.  The obligation of the Company to deliver Stock shall, however, be 
subject to the condition that if at any time the Committee shall determine in 
its discretion that the listing, registration or qualification of the Option 
or the Option Shares upon any securities exchange or under any state or 
federal law, or the consent or approval of any governmental regulatory body, 
is necessary or desirable as a condition of, or in connection with, the 
Option or the issuance or purchase of Stock thereunder, the Option may not be 
exercised in whole or in part unless such listing, registration, 
qualification, consent or approval shall have been effected or obtained free 
of any conditions not acceptable to the Committee.

     (c)  If Grantee fails to pay for any of the Option Shares specified in 
such notice or fails to accept delivery thereof, Grantee's right to purchase 
such Option Shares may be terminated by the Company 


Exhibit 10.35.5                       2
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or the exercise of the Option may be ignored, as the Committee in its sole 
discretion may determine.  The date specified in Grantee's notice as the date 
of exercise shall be deemed the date of exercise of the Option, provided that 
payment in full for the Option Shares to be purchased upon such exercise 
shall have been received by such date.

5.   ADJUSTMENT OF AND CHANGES IN STOCK.

     In the event of a reorganization, recapitalization, change of shares, 
stock split, spin-off, stock dividend, reclassification, subdivision, or 
combination of shares, merger, consolidation, rights offering, or any other 
change in the corporate structure of shares of capital stock of the Company, 
the Committee shall appropriately adjust the number and kind of shares of 
Stock subject to the Option and such option price; provided, however, that no 
such adjustment shall give Grantee any additional benefits under the Option.

     [In the event of any Corporate Transaction or an event giving rise to a 
Change in Control, the Option shall be fully vested, nonforfeitable and 
become exercisable as of the date of the Change in Control or Corporate 
Transaction or as otherwise determined in accordance with Section 5.5(c) of 
the Plan.  However, in the case of a Corporate Transaction, the Committee may 
determine that the Option will not be so accelerated if and to the extent 
(i) such Option is either to be assumed by the successor or parent thereof or 
to be replaced with a comparable Option to purchase shares of the capital 
stock of the successor corporation or parent thereof, or (ii) such Option is 
to be replaced with a cash incentive program of the successor corporation 
that preserves the option spread existing at the time of the Corporate 
Transaction and provides for subsequent payment in accordance with the same 
vesting schedule applicable to such Option.

     In the event of a Corporate Transaction described in clauses (i) or (ii) 
of Section 5.5(b) of the Plan, the Committee may, upon no less than 60 days 
notice to the optionee (an "Acceleration Notice") determine that such 
optionee's Options will terminate as of the effective date of such Corporate 
Transaction, in which event such Options shall be fully vested, 
nonforfeitable and become exercisable immediately as of the date of such 
Acceleration Notice.  In the event of a Change in Control or Corporate 
Transaction described in clauses (a)(i), (a)(ii) and (b)(iii) of Section 5.5 
of the Plan or in the event the Acceleration Notice is not timely given, the 
Option shall remain exercisable for the remaining term of the Option 
notwithstanding the provisions of Article V of the Plan, subject to any 
limitations thereto which may be applicable to Incentive Stock Options.  In 
the event of a Corporate Transaction described in clauses (a)(iii), (b)(i) or 
(b)(ii) of Section 5.5 of the Plan, which is preceded by a timely 
Acceleration Notice, the Option shall terminate as of the effective date of 
the Corporate Transaction described therein.  In no event shall the Option be 
exercised after the expiration of the Option Term.]

6.   NO RIGHTS AS SHAREHOLDERS.

     Grantee shall have no rights as a shareholder with respect thereto 
unless and until certificates for shares of Common Stock are issued to him or 
her.

7.   NON-TRANSFERABILITY OF OPTION.

     During Grantee's lifetime, this Option shall be exercisable only by 
Grantee or his or her guardian or legal representative.

8.   EMPLOYMENT NOT AFFECTED.

     The grant of the Option hereunder shall not be construed as conferring 
on Grantee any right to continue providing services to the Company, and 
Grantee's provision of services to the Company may be terminated without 
regard to the effect which such action might have upon him as a holder of 
this Option.


Exhibit 10.35.5                       3
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9.   AMENDMENT OF OPTION.

     The Option may be amended by the Committee at any time (i) if the 
Committee determines, in its sole discretion, that amendment is necessary or 
advisable in light of any addition to or change in the Code or in the 
regulations issued thereunder, or any federal or state securities law or 
other law of regulation, which change occurs after the Date of Grant and by 
its terms applies to the Option; or (ii) other than in the circumstances 
described in clause (i), with the consent of Grantee.

10.  NOTICE.

     Any notice to the Company provided for in this instrument shall be 
addressed to it in care of its Secretary at its executive offices and any 
notice to Grantee shall be addressed to Grantee at the current address shown 
on the payroll records of the Employer.  Any notice shall be deemed to be 
duly given if and when properly addressed and posted by registered or 
certified mail, postage prepaid.  

11.  INCORPORATION OF PLAN BY REFERENCE.

     The Option is granted pursuant to the Plan, the terms and definitions of 
which are incorporated herein by reference, and the Option shall in all 
respects by interpreted in accordance with the Plan.

12.  GOVERNING LAW.

     To the extent that federal law shall not be held to have preempted local 
law, this Option shall be governed by the laws of the State of Delaware.  If 
any provision of the Option shall be held invalid or unenforceable, the 
remaining provisions hereof shall continue in full force and effect.


Exhibit 10.35.5                       4
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     IN WITNESS WHEREOF, the Company has caused its duly authorized officer 
to execute this Grant of Nonqualified Stock Option, and Grantee has placed 
his or her signature hereon, effective as of the Date of Grant. 


                                   NRG GENERATING (U.S.) INC.


                                   By:
                                      ---------------------------------------
                                        Timothy P. Hunstad
                                        Vice President and Chief Financial
                                        Officer


                                   GRANTEE


                                   Signature
                                            ---------------------------------


                                   Name:
                                        -------------------------------------
                                                     (Print)

                                   Address:
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                                           ----------------------------------

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Exhibit 10.35.5                       5