exv10w49wb






Exhibit 10.49B




TABLE OF EXHIBITS




TO SETTLEMENT AND RELEASE OF CLAIMS AGREEMENT



	 	 	 
	Exhibit A

	 	Reliant Energy, Inc. Affiliates and Subsidiaries
	 
	 	 
	Exhibit B

	 	FERC Refund Allocation Matrix
	 
	 	 
	Exhibit C

	 	Deemed Distribution Participants
	 
	 	 
	Exhibit D

	 	Local Governmental Parties’ Allocation Matrix
	 
	 	 
	Exhibit E

	 	Individuals and Addresses for Notice
	 
	 	 
	Exhibit F

	 	Form of Notice of Election to Participate in Settlement
	 
	 	 
	Exhibit G

	 	Reliant Corporate Credit and Debt Agreements Referenced in Section 11.4.2
	 
	 	 
	Exhibit H

	 	Form of Letter Agreement for Repayment of Attorney’ Fees and Costs







 









 








EXHIBIT A

Settlement and Release of Claims Agreement




Reliant Energy, Inc.




Affiliates and Subsidiaries



Alta Norte Power Generation, L.L.C.

Arkla Finance Corporation

Astoria Generating Company, L.P.

Beaver River, LLC

Carr Street Generating Station, L.P.

Ceredo Capacity, LLC

Choctaw County Trust

Eddystone Power, LLC

Erie Blvd Hydropower, L.P.

Fork Shoals Energy, LLC

Free State Electric, LLC

Grane Creek LLC

GuideStreet, Inc.

Hunterstown Trust

Insync Internet Services, Incorporated

Liberty Electric PA, LLC

Liberty Electric Power, LLC

Liberty Member, LLC

Liberty MidAtlantic, LLC

MidAtlantic Kelson Corporation

MidAtlantic Liberty, LLC

MidWest Ash Disposal, Inc.

MidWest Beaver Corporation

MidWest Ceredo Corporation

MidWest Ceredo II Corporation

MidWest Henderson Corporation

New Texas Energy Company

OPD Group, Inc.

Orion Power Atlantic, Inc.

Orion Power Atlantic, LLC

Orion Power Capital, LLC

Orion Power Development Company, Inc.

Orion Power Holdings, Inc.

Orion Power Marketing and Supply, Inc.

Orion Power MidWest GP, Inc.

Orion Power MidWest, L.P.

Orion Power Midwest LP, Inc

Orion Power MidWest LP, LLC

Orion Power New York GP, Inc.

Orion Power New York, LP

Orion Power New York LP, LLC




A-1









 





Orion Power Operating Services Astoria, Inc.

Orion Power Operating Services, Inc.

Orion Power Operating Services MidAtlantic, Inc.

Orion Power Operating Services Midwest, Inc.

Orion Power New York GP II, Inc.

Orion Power New York LP, Inc.

Orion Power Operating Services Carr Street, Inc.

Orion Power Operating Services Coldwater, Inc.

Reliant Energy Arrow Canyon, LLC

Reliant Energy Asset Management, LLC

Reliant Energy Atlantic, LLC

Reliant Energy Aurora Development Corp.

Reliant Energy Aurora Holding Corp.

Reliant Energy Aurora I, LP

Reliant Energy Aurora II, LP

Reliant Energy Aurora, LP

Reliant Energy Bighorn, LLC

Reliant Energy Broadband, Inc.

Reliant Energy CapTrades Holding Corp.

Reliant Energy Capital (Europe), Inc.

Reliant Energy Channelview (Delaware), LLC

Reliant Energy Channelview (Texas), LLC

Reliant Energy Choctaw County, LLC

Reliant Energy Colusa County, LLC

Reliant Energy Communications, Inc.

Reliant Energy Communications (Delaware), LLC

Reliant Energy Communications (Texas), LLC

Reliant Energy Communications Networks, LP

Reliant Energy Construction, LLC

Reliant Energy Corporate Services, LLC

Reliant Energy Customer Care Services, LLC

Reliant Energy Deer Park, Inc.

Reliant Energy Desert Basin, LLC

Reliant Energy Development Services, Inc.

Reliant Energy Electric Solutions, LLC

Reliant Energy Erie West, LLC

Reliant Energy Europe, Inc.

Reliant Energy Europe Trading & Marketing, Inc.

Reliant Energy Florida, LLC

Reliant Energy Florida Holdings, LLC

Reliant Energy Gilbert, LLC

Reliant Energy Hope (Delaware), Inc.

Reliant Energy Hope, Inc.

Reliant Energy Hope, L.P.

Reliant Energy Hunterstown, LLC

Reliant Energy Indian River Holding Co I, LLC

Reliant Energy Indian River Holding Co II, LLC

Reliant Energy Key/Con Fuels, LLC

Reliant Energy McHenry County, L.P.

Reliant Energy McHenry Development Corp

Reliant Energy McHenry I, L.P.






A-2









 








Reliant Energy McHenry II, L.P.

Reliant Energy Maryland Holdings, LLC

Reliant Energy Mid-Atlantic Development, Inc.

Reliant Energy MidAtlantic Power Holdings, LLC

Reliant Energy Mid-Atlantic Power Services, Inc.

Reliant Energy Northeast Holdings, Inc.

Reliant Energy Northeast Generation, Inc.

Reliant Energy Northeast Management Company

Reliant Energy Net Ventures, Inc.

Reliant Energy New Jersey Holdings, LLC

Reliant Energy Osceola Holding Co. I, LLC

Reliant Energy Osceola Holding Co. II, LLC

Reliant Energy Osceola, LLC

Reliant Energy Portland, LLC

Reliant Energy Power Operations I, Inc.

Reliant Energy Power Operations II, Inc.

Reliant Energy Rancho Cucamonga, LLC

Reliant Energy Renewables, Inc.

Reliant Energy Renewables Baytown GP, LLC

Reliant Energy Renewables Baytown, LP

Reliant Energy Renewables Blue Bonnet GP, LLC

Reliant Energy Renewables Blue Bonnet, LP

Reliant Energy Renewables Coastal Plains GP, LLC

Reliant Energy Renewables Coastal Plains, LP

Reliant Energy Renewables Comal County GP, LLC

Reliant Energy Renewables Comal County, LP

Reliant Energy Renewables Conroe GP, LLC

Reliant Energy Renewables Conroe, LP

Reliant Energy Renewables Eastside GP, LLC

Reliant Energy Renewables Eastside, LP

Reliant Energy Renewables Hillside GP, LLC

Reliant Energy Renewables Hillside LP

Reliant Energy Renewables Holdings II, LLC

Reliant Energy Renewables Lacy Lakeview GP, LLC

Reliant Energy Renewables Lacy Lakeview, LP

Reliant Energy Renewables Pecan Prairie GP, LLC

Reliant Energy Renewables Pecan Prairie, LP

Reliant Energy Renewables Security GP, LLC

Reliant Energy Renewables Security, LP

Reliant Energy Renewables Temple GP, LLC

Reliant Energy Renewables Temple, LP

Reliant Energy Renewables Williamson County GP, LLC

Reliant Energy Renewables Williamson County, LP

Reliant Energy Retail Holdings, LLC

Reliant Energy Retail Services, LLC

Reliant Energy Retail Receivables, LLC

Reliant Energy Sabine (Delaware), Inc.

Reliant Energy Sabine (Texas), Inc.

Reliant Energy Services, Inc.

Reliant Energy Services Canada, Ltd.

Reliant Energy Services Channelview, LLC




A-3









 





Reliant Energy Services Desert Basin, LLC

Reliant Energy Services Mid-Stream, LLC

Reliant Energy Services Holdings, Inc.

Reliant Energy Services International, Inc.

Reliant Energy Services New Mexico, LLC

Reliant Energy Seward, LLC

Reliant Energy Shelby County II, LP

Reliant Energy Shelby County, LP

Reliant Energy Shelby Development Corp.

Reliant Energy Shelby Holding Corp.

Reliant Energy Shelby I, LP

Reliant Energy Shelby II, LP

Reliant Energy Signal Peak, LLC

Reliant Energy Solutions California, Inc.

Reliant Energy Solutions, Inc.

Reliant Energy Solutions East, LLC

Reliant Energy Solutions, LLC

Reliant Energy Sunrise, LLC

Reliant Energy Titus, LLC

Reliant Energy Trading Exchange, Inc.

Reliant Energy Ventures, Inc.

Reliant Energy Wholesale Generation, LLC

Reliant Energy Wholesale (Europe) Holdings B.V.

Reliant Energy Wholesale Service Company

Reliant Resources International Services, Inc.

Reliant Resources Merger Sub, Inc.

ReliantEnergy.com, Inc.

SewardTrust

StarEn Power, LLC

Texas Star Energy Company (fka New Texas Energy Company)

Twelvepole Creek, LLC





A-4









 




The remainder of Exhibit A consists of charts depicting the Reliant organizational structure
during the time periods covered by the releases set forth in Article 8 of the Settlement and
Release of Claims Agreement. Specifically, the organizational charts are as of July 2000, January
2001, April 2001 and May 2005. Pursuant to Rule 304 of Regulation S-T, the following represents a
fair and accurate narrative description of graphic and image material omitted from the EDGAR
filing.



Pages A-5 through A-7 contain the May 2005 organizational chart showing Reliant Energy, Inc., a
Delaware corporation (“REI”), as the parent company with the following entities depicted as its
wholly- owned subsidiaries:




-Reliant Energy Corporate Services, LLC, a Delaware limited liability company

-Reliant Energy Communications, Inc., a Delaware corporation

-Insync Internet Services, Incorporated, a Texas corporation (1)

-Reliant Energy Ventures, Inc., a Delaware corporation

-Reliant Energy Broadband, Inc., a Delaware corporation

-Reliant Energy Net Ventures, Inc., a Delaware corporation

-Reliant Energy Retail Holdings, LLC, a Delaware limited liability company

-Reliant Energy Electric Solutions, LLC, a Delaware limited liability company

-Reliant Energy Services, Inc., a Delaware corporation

-Reliant Energy Services International, Inc., a Delaware corporation(1)

-Reliant Resources International Services, Inc., a Delaware corporation(1)

-Reliant Energy Wholesale Service Company, a Delaware corporation(1)

-Reliant Energy Power Generation, Inc., a Delaware corporation

-Reliant Energy Trading Exchange, Inc., a Delaware corporation

-Orion Power Holdings, Inc., a Delaware corporation



-Reliant Energy CapTrades Holding Corp., a Delaware corporation, is depicted as a wholly-owned
subsidiary of Reliant Energy Net Ventures, Inc. and CapTrades GP, LLC, a Delaware limited liability
company, is depicted as 60% owned by Reliant Energy Net Ventures, Inc.





-CapTrades, LP, a Delaware limited partnership, is 59.4% owned by Reliant Energy CapTrades
Holding Corp. and 1% owned by CapTrades GP, Inc.



The following are depicted as wholly-owned subsidiaries of Reliant Energy Retail Holdings, Inc.:




-Reliant Energy Retail Services, LLC, a Delaware limited liability company

-Reliant Energy Renewables, Inc., a Delaware corporation

-Reliant Energy Solutions, LLC, a Delaware limited liability company, and its wholly-owned subsidiary, Reliant Energy Solutions California, Inc, a Delaware corporation1

-StarEn Power, LLC, a Delaware limited liability company(1)

-Texas Star Energy Company, a Delaware corporation(1)

-Reliant Energy Customer Care Services, LLC, a Delaware limited liability company(1)

-Reliant Energy Solutions Holdings, LLC, a Delaware limited liability company, and its wholly-owned subsidiary, Reliant Energy Solutions West, LLC, a Delaware limited liability company(1)




The following are depicted as wholly-owned subsidiaries of Reliant Energy Retail Services, LLC:




-RE Retail Receivables, LLC, a Delaware limited liability company

-Reliant Energy Solutions East, LLC, a Delaware limited liability company




The following are depicted as wholly-owned subsidiaries of Reliant Energy Renewables, Inc.:




-Reliant Energy Renewables Holdings, II, LLC, a Delaware limited liability company

-Reliant Energy Texas Renewables, GP, LLC, a Delaware limited company














 






-Reliant Energy Texas Renewables, LP, a Delaware limited partnership, is 99% owned by Reliant Energy Renewables Holdings II, LLC and 1% owned by Reliant Energy Texas Renewables GP, LLC



The following are depicted as wholly-owned subsidiaries of Reliant Energy Services, Inc.:




-Reliant Energy Services Channelview, LLC, a Delaware limited liability company

-Reliant Energy Services Desert Basin, LLC, a Delaware limited liability company

-Reliant Energy Services Mid-Stream, LLC, a Delaware limited liability company

-Reliant Energy Services New Mexico, LLC, a Delaware limited liability company(1)





-Reliant Energy Services Canada, Ltd., a Canadian corporation, is depicted as a wholly-owned subsidiary of Reliant Energy Services International, Inc.



The following are depicted as subsidiaries of Reliant Energy Trading Exchange, Inc.:




-Energy Trading Platform Holding Company, Inc., a Delaware corporation (16%)

-Energy Trading Platform Holding Company, Inc., a Delaware corporation (5.33%)




The following are depicted as wholly-owned subsidiaries of Reliant Energy Power Generation, Inc.:




-Reliant Energy Sabine (Delaware), Inc., a Delaware corporation

-Reliant Energy Sabine (Texas), Inc., a Delaware corporation

-Reliant Energy Channelview (Delaware), LLC, a Delaware limited liability company

-Reliant Energy Channelview (Texas) LLC, a Delaware limited liability company

-Reliant Energy Deer Park, Inc., a Delaware corporation(1)

-Reeves County Land Associates, LLC, a Delaware limited liability company(1)

-Reliant Energy Northeast Holdings, Inc., a Delaware corporation

-Reliant Energy Mid-Atlantic Development, Inc., a Delaware corporation, and its wholly-owned subsidiary, Reliant Energy Hunterstown, LLC, a Delaware limited liability company(1)

-Reliant Energy Shelby Holding Corp., a Delaware corporation, and its wholly-owned subsidiary Reliant Energy Shelby Development Corp., a Delaware corporation(1)

-Reliant Energy Aurora Holding, LLC, a Delaware limited liability company(1)

-Reliant Energy Choctaw County, LLC, a Mississippi limited liability company(1)

-Reliant Energy Florida Holdings, LLC, a Delaware limited liability company

-Reliant Energy California Holdings, LLC, a Delaware limited liability company

-El Dorado Energy, LLC (EWG), a Delaware limited liability company

-Reliant Energy Arrow Canyon, LLC, a Delaware limited liability company(1)

-Reliant Energy Bighorn, LLC, a Delaware limited liability company(1)

-Reliant Energy Desert Basin, LLC, a Delaware limited liability company(1)

-Reliant Energy Equipment Company, LLC, a Delaware limited liability company(1)

-Reliant Energy Signal Peak, LLC, a Delaware limited liability company(1)

-Reliant Energy Power Operations I, Inc., a Delaware corporation(1)

-Reliant Energy Power Operations II, Inc., a Delaware corporation(1)

-Reliant Energy Development Services, Inc., a Delaware corporation(1)

-Reliant Energy Construction, LLC, a Delaware limited liability corporation(1)

-Reliant Energy Asset Management, LLC, a Delaware limited liability company

-Reliant Energy Wholesale Generation, LLC, a Delaware limited liability company

-Reliant Energy Capital (Europe), Inc., a Delaware corporation(1)





-Sabine Cogen, LP, a Delaware limited partnership, is depicted as 49% owned by Reliant Energy
Sabine (Delaware), Inc. and 1% owned by Reliant Energy Sabine (Texas), Inc.




-Reliant Energy Channelview LP, a Delaware limited partnership, is depicted as 99% owned by
Reliant Energy Channelview (Delaware), LLC and 1% owned by Reliant Energy Channelview (Texas)
LLC




-Reliant Energy Northeast Generation, Inc., a Delaware corporation, is depicted as a wholly-













 







owned subsidiary of Reliant Energy Northeast Holdings, Inc.




-Reliant Energy Key/Con Fuels, LLC, a Delaware limited liability company, and Reliant Energy
Mid-Atlantic Power Holdings, LLC, a Delaware limited liability company, are depicted as
wholly-owned subsidiaries of Reliant Energy Northeast Generation, Inc.




-Conemaugh Fuels, LLC, a Delaware limited liability company, and Keystone Fuels, LLC,
a Delaware limited liability company, are depicted as 16.67% owned by Reliant Energy
Key/Con Fuels, LLC




-Reliant Energy Maryland Holdings, LLC, a Delaware limited liability company, Reliant
Energy Mid-Atlantic Power Services, Inc., a Delaware corporation, Reliant Energy New
Jersey Holdings, LLC, a Delaware limited liability company and Reliant Energy
Northeast Management Company, a Pennsylvania corporation, are depicted as
wholly-owned subsidiaries of Reliant Energy Mid-Atlantic Power Holdings, LLC


-Reliant Energy Shelby Development Corp., a Delaware corporation, is depicted as a wholly-owned
subsidiary of Reliant Energy Shelby Holding Corp., a Delaware corporation(1)





-Reliant Energy Shelby I, LP, a Delaware limited partnership, and Reliant Energy Shelby II, LP,
a Delaware limited partnership, are depicted as 99% owned by Reliant Energy Shelby Development
Corp. and 1% owned by Reliant Energy Shelby Holding Corp. (1)




-Reliant Energy Shelby County, LP, a Delaware limited partnership, and Reliant Energy Shelby
County II, LP, a Delaware limited partnership, are depicted as 99% owned by Reliant Energy
Shelby II, LP and 1% owned by Reliant Energy Shelby I, LP(1)


-Reliant Energy Aurora Development, LLC, a Delaware limited liability company, is depicted as a
wholly-owned subsidiary of Reliant Energy Aurora Holdings, LLC(1)





-Reliant Energy Aurora I, LP, a Delaware limited partnership, and Reliant Energy Aurora II, LP,
a Delaware limited partnership, are depicted as 99% owned by Reliant Energy Aurora Holdings, LLC
and 1% owned by Reliant Energy Aurora Development, LLC(1)




-Reliant Energy Aurora, LP, a Delaware limited partnership, is depicted as 99% owned
by Reliant Energy Aurora II, LP and 1% owned by Reliant Energy Aurora I, LP(1)



The following are depicted as wholly-owned subsidiaries of Reliant Energy Florida Holdings, LLC




-Reliant Energy Florida, LLC, a Delaware limited liability company

-Reliant Energy New Smyrna Beach, LLC, a Delaware limited liability company(1)

-Reliant Energy Osceola, LLC, a Delaware limited liability company(1)

-Reliant Energy Winter Haven, LLC, a Delaware limited liability company(1)




The following are depicted as wholly-owned subsidiaries of Reliant Energy California Holdings, LLC




-Reliant Energy Coolwater, Inc., a Delaware corporation

-Reliant Energy Ellwood, Inc., a Delaware corporation

-Reliant Energy Etiwanda, Inc., a Delaware corporation

-Reliant Energy Mandalay, Inc., a Delaware corporation

-Reliant Energy Ormond Beach, Inc., a Delaware corporation




-Reliant Energy Seward, LLC, a Delaware limited liability company, is depicted as a wholly-owned subsidiary of Reliant Energy Wholesale Generation, LLC




-Reliant Energy Europe, Inc., a Delaware corporation, is depicted as a wholly-owned subsidiary of














 




Reliant Energy Capital (Europe), Inc. (1)





-Reliant Energy Wholesale (Europe) Holdings B.V., a Netherland limited liability company, is
depicted as a wholly-owned subsidiary of Reliant Energy Europe, Inc.



The following are depicted as wholly-owned subsidiaries of Orion Power Holdings, Inc.:




-Orion Power Capital, LLC, a Delaware limited liability company

-Orion Power New York GP II, Inc., a Delaware corporation(1)

-Orion Power Marketing and Supply, Inc., a Delaware corporation

-Orion Power Operating Services, Inc., a Delaware corporation

-Orion Power Development Company, Inc., a Delaware corporation




The following are depicted as wholly-owned subsidiaries of Orion Power Capital, LLC:




-Orion Power Midwest LP, LLC, a Delaware limited liability company

-Orion Power Midwest GP, Inc., a Delaware corporation

-Orion Power New York LP, LLC, a Delaware limited liability company

-Orion Power New York, GP, Inc., a Delaware corporation





-Orion Power Midwest, L.P., a Delaware limited company, is depicted as 99% owned by Orion Power
Midwest, L.P., LLC and 1% owned by Orion Power Midwest GP, Inc. and Twelvepole Creek, LLC, a
Delaware limited liability company, is depicted as a wholly-owned subsidiary of Orion Power
Midwest, L.P.


-Orion Power New York, L.P., a Delaware limited partnership, is depicted as 99.8% owned by Orion
Power New York LP, LLC and .2% owned by Orion Power New York, GP, Inc.



-Astoria Generating Company, L.P., a Delaware limited partnership, is depicted as 99% owned by
Orion Power New York LP, LLC and 1% owned by Orion Power New York GP, Inc.



-Erie Boulevard Hydropower, L.P., a Delaware limited partnership,(1) and Carr Street
Generating Station, LP, a Delaware limited partnership,(1) are depicted as 99% owned by
Orion Power New York LP, LLC and 1% owned by Orion Power New York GP, Inc.




The following are depicted as wholly-owned subsidiaries of Orion Power Operating Services, Inc.:




-Orion Power Operating Services Midwest, Inc., a Delaware corporation

-Orion Power Operating Services Astoria, Inc., a Delaware corporation

-Orion Power Operating Services Coldwater, Inc., a Delaware corporation(1)

-Orion Power Operating Services Carr Street, Inc., a Delaware corporation(1)

-Midwest Ash Disposal, Inc., a Delaware corporation

-OPOS MidAtlantic, Inc., a Delaware corporation




The following are depicted as wholly-owned subsidiaries of Orion Power Development Company, Inc.:




-OPD Group, Inc., a Delaware corporation

-Orion Power Atlantic, Inc., a Delaware corporation

-Liberty Member, LLC, a Delaware limited liability company

-MidAtlantic Liberty, LLC, a Delaware limited liability company

-Liberty MidAtlantic, LLC, a Delaware limited liability company

-Eddystone Power, LLC, a Delaware limited liability company




The following are depicted as wholly-owned subsidiaries of OPD Group, Inc.:




-Beaver River, LLC, a Delaware limited liability company

-Grane Creek, LLC, a Delaware limited liability company

-Free State Electric, LLC, a Delaware limited liability company














 




-Orion Power Atlantic LLC, a Florida limited liability company, is depicted as a wholly-owned
subsidiary of Orion Power Atlantic, Inc. and Orion Power Atlantic, Ltd., a Florida limited
partnership, is depicted as 99.99% owned by Orion Power Atlantic Inc. and .01% owned by Orion Power
Atlantic, Ltd.



-Liberty Electric PA, LLC, a Delaware limited liability company,(1) is depicted as 49%
owned by Liberty Member, LLC, 49% owned by Liberty MidAtlantic, LLC, 1% owned by MidAtlantic
Liberty, LLC and 1% owned by Eddystone Power, LLC. Liberty Electric Power, LLC, a Delaware limited
liability company,(1) is depicted as a wholly-owned subsidiary of Liberty Electric PA,
LLC.






 




			
	(1)	 	These subsidiaries are crossed-out on the organizational chart.




















 








Pages A-8 contains the July 2000 organizational chart showing Reliant Energy, Incorporated, a Texas
corporation, as the parent company with the following entities depicted as its wholly- owned
subsidiaries:




-Reliant Energy Solutions, Inc., a Delaware corporation

-Reliant Energy Thermal Systems, Inc., a Delaware corporation

-ReliantEnergy.com, Inc., a Delaware corporation

-Reliant Energy Resources Corp., a Delaware corporation

-Reliant Energy International, Inc., a Delaware corporation

-Reliant Energy Wholesale Service Company, a Delaware corporation

-Reliant Energy Power Generation, Inc., a Delaware corporation

-Reliant Energy Trading Exchange, Inc., a Delaware corporation

-Houston Industries FinanceCo GP, LLC, a Delaware limited liability company

-Reliant Energy FinanceCo II GP, LLC, a Delaware limited liability company

-Reliant Energy FinanceCo III GP, LLC, a Delaware limited liability company

-Reliant Energy FinanceCo IV GP, LLC, a Delaware limited liability company

-Houston Industries Funding Company, a Delaware company

-GuideStreet Inc., a Delaware corporation

-HL&P Capital Trust, a Delaware business trust

-HL&P Capital Trust II, a Delaware business trust

-REI Trust I, a Delaware business trust

-REI Trust II, a Delaware business trust

-HL&P Receivables, Inc., a Delaware corporation

-Reliant Energy Transition Bond Company LLC, a Delaware limited liability company

-Reliant Energy Investment Management, Inc., a Delaware corporation

-Reliant Energy Communications, Inc., a Delaware corporation

-Reliant Energy Power Systems, Inc., a Delaware corporation

-Reliant Energy Properties, Inc., a Delaware corporation

-Reliant Energy Products, Inc., a Delaware corporation

-Reliant Energy Ventures, Inc., a Delaware corporation

-Reliant Energy Water, Inc., a Delaware corporation

-Houston Lighting & Power Company*, an inactive Texas name saver corporation

-NorAm Energy Corp.*, an inactive Delaware name saver corporation

-Houston Industries Incorporated*, an inactive Texas name saver corporation

-Utility Rail Services, Inc.*, a Delaware corporation

-Houston Industries Energy (UK), Inc.*, a Delaware corporation





-Northwind Houston LLC, a Delaware limited liability company, is depicted as 75% owned by
Reliant Energy Thermal Systems, Inc.




-Reliant Energy Thermal Systems (Delaware), Inc., a Delaware corporation, is depicted as a
wholly-owned subsidiary of Reliant Energy Thermal Systems, Inc.




-Northwind Houston LP, a Delaware limited partnership, is depicted as 74.61% owned by
Reliant Energy Thermal Systems (Delaware), Inc.



The following are depicted as wholly-owned subsidiaries of Reliant Energy Resources Corp.:




-Reliant Energy Retail, Inc., a Delaware corporation

-Reliant Energy Consumer Group, Inc., a Delaware corporation

-Entex Gas Marketing Company, a Texas company

-Industrial Gas Supply Corporation, a Texas corporation

-Louisiana Unit Gas Transmission Company, a Texas company

-Unit Gas Transmission Company, a Texas company














 





-ALG Gas Supply Company, a Delaware corporation

-Allied Materials Corporation, a Texas corporation

-Entex Fuels, Inc., a Texas corporation

-Entex NGV, Inc., a Delaware corporation

-Minnesota Intrastate Pipeline Company, a Delaware corporation

-Arkansas Louisiana Finance Corporation, a Delaware corporation

-Arkla Finance Corporation, a Delaware corporation

-National Furnace Company, a Texas company

-NorAm Financing I, a Delaware business trust

-Arkla Industries Inc., a Delaware corporation*

-NorAm Utility Services, Inc., a Delaware corporation

-Arkla Products Company, a Delaware corporation*

-Intex, Inc., a Texas corporation*

-Entex Gas Resources Corp., a Texas corporation

-Entex Oil & Gas Co., a Texas company*

-United Gas, Inc., a Texas name saver corporation*

-Reliant Energy Gas Transmission Company, a Delaware corporation

-NorAm Funds Management, Inc., a Delaware corporation

-Mississippi River Transmission Corporation, a Delaware corporation

-Illinois Gas Transmission Company, a Delaware company

-Reliant Energy Intrastate Holdings, LLC, a Delaware limited liability company

-Reliant Energy Pipeline Services, Inc., a Delaware corporation

-Reliant Energy Trading and Transportation Group, Inc., a Texas corporation

-Reliant Energy Field Services, Inc., a Delaware corporation

-Blue Jay Gas Company, a Delaware corporation*

-Reliant Energy Services, Inc., a Delaware corporation

-Reliant Energy Services International, Inc., a Delaware corporation

-Reliant Energy Europe Trading & Marketing, Inc., a Delaware corporation

-Reliant Energy Hub Services, Inc., a Delaware corporation*





-NorAm Funds Management. Inc., a Delaware corporation, is depicted as 75% owned by Reliant
Energy Gas Transmission Company




-MRT Services Company, a Delaware company, is depicted as a wholly-owned subsidiary of
Mississippi River Transmission Corporation




-Pine Pipeline Acquisition Company, a Delaware limited liability company, is depicted as 81.4%
owned by Reliant Energy Intrastate Holdings, LLC




-Reliant Energy OQ, LLC, a Delaware limited liability company, is depicted as a wholly-owned
subsidiary of Reliant Energy Pipeline Services, Inc.




-Reliant Energy Gas Processing, Inc., a Delaware corporation, is depicted as a wholly-owned
subsidiary of Reliant Energy Field Services, Inc.




The following are depicted as wholly-owned subsidiaries of Reliant Energy Services, Inc.:


-Reliant Energy Services Channelview, LLC, a Delaware limited liability company

-Reliant Energy Services Desert Basin, LLC, a Delaware limited liability company

-Reliant Energy Services Mid-Stream, LLC, a Delaware limited liability company

-Reliant Energy Services New Mexico, LLC, a Delaware limited liability company

-MRT Energy Marketing Company, a Delaware company



-Reliant Energy Services Canada, Ltd., a Canadian corporation, is depicted as a wholly-owned














 







subsidiary of Reliant Energy Services International, Inc.





-Reliant Energy Trading & Marketing, B.V., a Netherland limited liability company, is depicted
as a wholly-owned subsidiary of Reliant Energy Europe Trading & Marketing, Inc.




-Reliant Energy Trading & Marketing GmbH, a German corporation, is depicted as a
wholly-owned subsidiary of Reliant Energy Trading & Marketing, B.V. *




-Energy Platform Trading Holding Company, Inc., a Delaware corporation, is depicted as 16% owned
by Reliant Energy Trading Exchange, Inc.




-Reliant Energy FinanceCo III LP, a Delaware limited partnership, is depicted as 99% owned by REI
and 1% owned by Reliant Energy FinanceCo III GP, LLC




-Reliant Energy FinanceCo IV LP, a Delaware limited partnership, is depicted as 99% owned by REI
and 1% owned by Reliant Energy FinanceCo IV GP, LLC




-Insync Internet Services, Incorporated, a Texas corporation, Reliant Energy Communications,
(Delaware), LLC, a Delaware limited liability company and Reliant Energy Communications, (Texas),
LLC, a Delaware limited liability company, are depicted as wholly-owned subsidiaries of Reliant
Energy Communications, Inc.




-Reliant Energy Communications Networks, LP, a Delaware limited partnership, is depicted as
99% owned Reliant Energy Communications, (Delaware), LLC and 1% owned by Reliant Energy
Communications, (Texas), LLC


-UFI Services, Inc., a Delaware corporation, is depicted as a wholly-owned subsidiary of Utility
Rail Services, Inc.*



Reliant Energy Foundation, a Texas non-profit corporation, STP Nuclear Operating Company, a Texas
non-profit corporation, and AMT Land, Inc., a Delaware corporation, are reflected on the
organizational chart under the heading “Other”.






 




			
	*	 	Inactive




















 








Pages A-9 contains the July 2000 organizational chart showing Reliant Energy, Incorporated, a
Texas corporation, as the parent company of Reliant Energy International, Inc., with the following
entities depicted as wholly- owned subsidiaries of Reliant Energy International, Inc.:




-Reliant Energy Argentine Holdings Ltd, a Cayman Islands entity

-Reliant Energy Light, Inc., a Delaware corporation (2)

-Reliant Energy Brazil Ventures Ltd., a Cayman Islands entity*

-Reliant Energy Colombia Ltd., a Cayman Islands entity

-Reliant Energy Caribe Ltd., a Cayman Islands entity

-Reliant Energy Salvador Holding Company Ltd., a Cayman Islands entity

-Reliant Energy Holdings Ltd., a Cayman Islands entity*

-Reliant Energy Outsource Ltd., a Cayman Islands entity*

-Worldwide Electric Holdings B.V., a Netherlands entity*

-HI Energy Holdings I B.V., a Netherlands entity*

-Reliant Energy International II, Inc., a Delaware corporation(2)

-Reliant Energy International Services, Inc., a Delaware corporation

-Reliant Energy Brazil Tiete Ltd., a Cayman Islands entity

-Reliant Energy Brazil Ltd., a Cayman Islands entity*

-Reliant Energy International Holdings, LLC, a Delaware limited liability company




The following are depicted as being 99% owned by Reliant Energy International, Inc.:




-Reliant Energy Argentina, S.A. (EWG), an Argentine entity(1)

-Reliant Energy Santiago del Estero, S.A., an Argentine entity(1)

-Reliant Energy Brasil, Ltda., a Brazilian entity(1)



-Reliant Energy Columbia Ltda., a Columbian entity (1% owned by Reliant Energy International
Holdings, LLC



-Reliant Energy Argener S.A., an Argentine entity (EWG), is depicted as 51% owned by Reliant
Energy Argener S.A.and 49% owned by Reliant Energy Argentine Holdings Ltd.



-Reliant Energy Opco S.A., an Argentine entity (EWG), is depicted as 99% owned by Reliant Energy
Argentina S.A. (1)



-Empresa Distribudora de Electricidad de Santiago del Estero S.A., an Argentine entity (FUCO), is
depicted as 90% owned by Reliant Energy Santiago del Estero, S.A.



-Reliant Energy Cayman Holdings, Ltd., a Cayman Islands entity, and Reliant Energy Cayman
Investments Ltd., a Cayman Islands entity, are depicted as wholly-owned subsidiaries of Reliant
Energy Light, Inc.





-Reliant Energy Cayman Acquisitions Ltd., a Cayman Islands entity, is depicted as 99% owned by
Reliant Energy Cayman Holdings Ltd. and 1% owned by Reliant Energy Cayman Investments Ltd.




-Reliant Energy Cayman Ltd., a Cayman Islands entity, (2) is depicted as 99% owned by
Reliant Energy Cayman Holdings Ltd., and 1% owned by Reliant Energy Cayman Investments Ltd.




-Light-Seviços de Electricidad S.A., a Brazilian entity (FUCO) (2), is depicted
as 11% owned by Reliant Energy Cayman Ltd., and 1% owned by Reliant Energy Cayman
Acquisitions Ltd.




-Light Gás Ltda., a Brazilian entity, (2) is depicted as 99% owned by
Light-Seviços de Electricidad S.A




-Eletropaulo-Metropolitana Electricidade de São Paulo, S.A., a Brazilian













 






entity, (2) is depicted as 31% owned by Light Gás Ltda.


-Reliant Energy International Brasil Ltda., a Brazilian entity,* is depicted as 99% owned by
Reliant Energy Brazil Ltd. (1)



-HIE Brasil Rio Sul Ltda., a Brazilian entity,* is depicted as 20% owned by Reliant Energy
International Brasil Ltda. and 80% owned by Light-Seviços de Electricidad S.A.





-Light Overseas Investments Limited, a Brazilian entity, and Light Sinergia Ltda., a
Brazilian entity, are depicted as wholly-owned subsidiaries of HIE Brasil Rio Sul Ltda.




-Light Telecom Ltda., a Brazilian entity, and Light Energy S.A., a Brazilian entity, are
depicted as 99% owned by HIE Brasil Rio Sul Ltda.




-Lir Energy Limited, a Cayman Islands entity, is depicted as 80% owned by HIE Brasil Rio
Sul Ltda.


-Valle Energy Ventures, Inc., a Cayman Islands entity,(2) is depicted as 50% owned by
Reliant Energy Colombia Ltd.





-Empresa de Energía del Pacífico S.A. E.S.P. {EPSA}, a Columbian entity, is depicted as
44.7% owned by Valle Energy Ventures, Inc., and 6% owned by Reliant Energy Columbia Ltd.




-Central Hidroelectrica del Rio Anchicayá S.A. E.S.P., a Columbian entity (FUCO), is
depicted as 99% owned by Empresa de Energía del Pacífico S.A. E.S.P.




-Compañia de Electricidad de Tuluá S.A. E.S.P., a Columbian entity (FUCO), is
depicted as 86% owned by Empresa de Energía del Pacífico S.A. E.S.P.




-Gases de Occidente S.A. E.S.P., a Columbian entity (FUCO), is depicted as 7% owned
by Empresa de Energía del Pacífico S.A. E.S.P.




-Interfconexión Electrica S.A., a Columbian entity (FUCO), is depicted as 5% owned by
Empresa de Energía del Pacífico S.A. E.S.P.




-Sociedad Promotora de la Termoelectrica para el Suroccidente Columbian S.A., a
Columbian entity, is depicted as 17% owned by Empresa de Energía del Pacífico S.A.
E.S.P.


-HIEDC Holdings Ltd., a Cayman Islands entity, is depicted as 50% owned by Reliant Energy Caribe
Ltd.





-Caribe Energy Holdings Ltd., a Cayman Islands entity, is depicted as a wholly-owned
subsidiary of HIEDC Holdings Ltd.




-Electrificadora de la Costa Atlántica S.A. E.S.P., a Columbian entity (FUCO), is
depicted as 70% owned by Caribe Energy Holdings Ltd.




-Electrificadora del Caribe S.A. E.S.P., a Columbian entity (FUCO), is depicted as
69% owned by Caribe Energy Holdings Ltd.


-El Salvador Energy Holdings, a Cayman Islands entity, is depicted as 50% owned by Reliant Energy
















 







Salvador Holding Company Ltd.





-Empresa Eléctrica de Oriente S.A. de C.V., an El Salvadorian entity (FUCO), is depicted as 89%
owned by El Salvador Energy Holdings




-Compañia de Alumbrado Eléctrico de San Salvador, S.A. de C.V., a El Salvadorian entity, is
depicted as 75% owned by El Salvador Energy Holdings




-Distribuidora Eléctricade Usulután S. de E.M., an El Salvadorian entity (FUCO), is depicted
as 98% owned by Compañia de Alumbrado Eléctrico de San Salvador, S.A. de C.V.



-Empresa Salvadoreña de Energia S.A. de C.V., an El Salvadorian public limited company and
limited partnership, is depicted as 25% owned by Empresa Eléctrica de Oriente S.A. de C.V.
and 25% owned by Compañia de Alumbrado Eléctrico de San Salvador, S.A. de C.V.


-Reliant Energy El Salvador, S.A. de C.V., an El Salvadorian entity, is depicted as 99% owned by
Reliant Energy International Holdings, LLC, a Delaware limited liability company and 1% owned by
REII



-Venus Generation El Salvador, a Cayman Islands entity, is depicted as 50% owned by Reliant Energy
Outsource Ltd.



-Reliant Energy India, Inc., a MAU entity, HIE Ford Heights, Inc., a Delaware corporation, and HIE
Fulton, Inc., a Delaware corporation, are depicted as wholly-owned subsidiaries of Reliant Energy
International II, Inc.





-Reliant Energy Rain, Inc., a MAU entity, is depicted as a wholly-owned subsidiary of Reliant
Energy India, Inc.




-Rain Calcining Limited (FUCO), an Indian entity, is depicted as 25% owned by Reliant Energy
Rain, Inc.





 




			
	(1)	 	Law requires at least two shareholders of record; Reliant Energy International exercises
beneficial ownership of all shares.
	 
	(2)	 	This stock has been pledged to secure financing
	 
	*	 	Inactive
	 
	EWG:	 	Exempt Wholesale Generator under Energy Policy Act of 1992
	 
	FUCO:	 	Foreign Utility Company under Energy Policy Act of 1992




















 







Page A-10 contains the July 2000 organizational chart showing Reliant Energy, Incorporated, a
Texas corporation, as the parent company to Reliant Energy Power Generation, Inc. (“REPG”), a
Delaware corporation and the following entities as wholly-owned by REPG:




-Reliant Energy Sabine (Delaware), Inc., a Delaware corporation

-Reliant Energy Sabine (Texas), Inc., a Delaware corporation

-Reliant Energy Deer Park, Inc., a Delaware corporation

-Reliant Energy Channelview (Delaware) LLC, a Delaware limited liability company

-Reliant Energy Channelview (Texas), LLC, a Delaware limited liability company

-Reliant Energy Renewables, Inc., a Delaware corporation

-Reliant Energy Northeast Holdings, Inc., a Delaware corporation

-Reliant Energy Mid-Atlantic Development, Inc., a Delaware corporation

-Reliant Energy McHenry Holding Corp., a Delaware corporation

-Reliant Energy Shelby Holding Corp., a Delaware corporation

-Reliant Energy Aurora Holding Corp., a Delaware corporation

-Reliant Energy Florida Holdings, LLC, a Delaware limited liability company

-Reliant Energy California Holdings, LLC, a Delaware limited liability company

-El Dorado Energy, LLC (EWG), a Delaware limited liability company

-Reliant Energy Desert Basin, LLC (EWG), a Delaware limited liability company

-Reliant Energy Power Operations I, Inc., a Delaware corporation

-Reliant Energy Power Operations II, Inc., a Delaware corporation

-Reliant Energy Development Services, Inc., a Delaware corporation

-Reliant Energy Capital (Europe), Inc., a Delaware corporation




and



-Sabine Cogen, LP (QF), a Delaware limited partnership, is depicted as 49% owned by Reliant Energy
Sabine (Delaware), Inc. and 51% owned by Reliant Energy Sabine (Texas), Inc.



-Reliant Energy Channelview LP, a Delaware limited partnership, is depicted as 99% owned by Reliant
Energy Channelview (Delaware) LLC and 1% owned by Reliant Energy Channelview (Texas) LLC



The following are depicted as wholly-owned subsidiaries of Reliant Energy Renewables, Inc.:




-Reliant Energy Renewables Holdings, LLC, a Delaware limited liability company

-Reliant Energy Renewables Atascocita GP, LLC, a Delaware limited liability company

-Reliant Energy Renewables Bluebonnet GP, LLC, a limited liability company

-Reliant Energy Renewables Coastal Plains GP, LLC, a Delaware limited liability company

-Reliant Energy Renewables Comal County GP, LLC, a Delaware limited liability company

-Reliant Energy Renewables Conroe, GP, LLC, a Delaware limited liability company

-Reliant Energy Renewables Eastside GP, LLC, a Delaware limited liability company

-Reliant Energy Renewables Hillside GP, LLC, a limited liability company

-Reliant Energy Renewables Lacy Lakeview GP, LLC, a Delaware limited liability company

-Reliant Energy Renewables Pecan Praire GP, LLC, a Delaware corporation

-Reliant Energy Renewables Security, GP, LLC, a Delaware limited liability company

-Reliant Energy Renewables Temple GP, LLC, a Delaware limited liability company

-Reliant Energy Renewables Wilkinson County GP, LLC, a Delaware limited liability company



and
















 







-Reliant Energy Renewables Atascocita, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC, and 1% owned by Reliant Energy Renewables
Atascocita GP, LLC



-Reliant Energy Renewables Bluebonnet, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Renewables
Bluebonnet GP, LLC



-Reliant Energy Renewables Coastal Plains, LP, a Delaware limited partnership, is depicted as being
99% owned by Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Coastal Plains
GP, LLC



-Reliant Energy Renewables Comal County, LP, a Delaware limited partnership, is depicted as being
99% owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Renewables
Comal County GP, LLC



-Reliant Energy Renewables Conroe, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Conroe, GP, LLC



-Reliant Energy Renewables Eastside, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Eastside GP, LLC



-Reliant Energy Renewables Hillside, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Renewables Eastside
GP, LLC



-Reliant Energy Renewables Lacy Lakeview, LP, a limited partnership, is depicted as being 99% owned
by Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables Lacy Lakeview
GP, LLC



-Reliant Energy Renewables Pecan Praire, LP, a limited partnership, is depicted as being 99% owned
by Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables Pecan Praire
GP, LLC



-Reliant Energy Renewables Security, LP, a limited partnership, is depicted as being 99% owned by
Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables Security GP, LLC



-Reliant Energy Renewables Temple, LP, a limited partnership, is depicted as being 99% owned by
Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables Temple GP, LLC



-Reliant Energy Renewables Williamson County, LP, a limited partnership, is depicted as being 99%
owned by Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables
Williamson County GP, LLC

















 







-Reliant Energy Northeast Generation, Inc., a Delaware corporation, is depicted as being a
wholly-owned subsidiary of Reliant Energy Northeast Holdings, Inc.



-Reliant Energy Maryland Holdings, LLC (EWG), a Delaware limited liability company, Reliant Energy
Mid-Atlantic Power Holdings, LLC (EWG), a Delaware limited liability company, Reliant Energy
Mid-Atlantic Power Services, Inc., a Delaware corporation, and Reliant Energy New Jersey Holdings,
LLC (EWG), are depicted as being wholly-owned subsidiaries of Reliant Energy Northeast Generation,
Inc.



-Reliant Energy Northeast Management Company, a Pennsylvania company, is depicted as being
wholly-owned by Reliant Energy Mid-Atlantic Power Holdings, LLC



-Reliant Energy McHenry I, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy McHenry Holdings Corp. and 1% owned by Reliant Energy McHenry Development Corp.



-Reliant Energy McHenry II, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy McHenry Holding Corp. and 1% owned by Reliant Energy McHenry Development Corp.



-Reliant Energy McHenry County, LP, a Delaware limited partnership, is depicted as being 99% owned
by Reliant Energy McHenry II and 1% owned by Reliant Energy McHenry I, LP



-Reliant Energy Shelby I, LP, a Delaware limited partnership, is 99% owned by Reliant Energy Shelby
Holding Corp. and 1% owned by Reliant Energy Shelby Development Corp.



-Reliant Energy Shelby II, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy Shelby Holding Corp. and 1% owned by Reliant Energy Shelby Development Corp.



-Reliant Energy Shelby County, LP (EWG), a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Shelby II, LP and 1% owned by Reliant Energy Shelby I, LP



-Reliant Energy Shelby County II, LP, is depicted as being 99% owned by Reliant Energy Shelby II,
LP and 1% owned by Reliant Energy Shelby I, LP



-Reliant Energy Aurora I, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy Aurora Holding Corp. and 1% owned by Reliant Energy Aurora Development Corp.



-Reliant Energy Aurora II, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy Aurora Holding Corp. and 1% owned by Reliant Energy Aurora Development Corp.



-Reliant Energy Aurora, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy Aurora II, LP and 1% owned by Reliant Energy Aurora I, LP



-Reliant Energy Indian River, LLC (EWG), a Delaware limited liability company, Reliant Energy
Osceola Holding Co. I, LLC, a Delaware limited liability company, and Reliant Energy Osceola
Holding Company II, LLC, a Delaware limited liability company, are depicted as being wholly-owned
subsidiaries of Reliant Energy Florida Holdings, LLC



-Reliant Energy Osceola, LLC (EWG), a Delaware limited liability company, is depicted as being 50%
owned by Reliant Energy Osceola Holding Co. I, LLC and 50% owned by Reliant Energy Osceola Holding
Co. II, LLC

















 







-Reliant Energy Coolwater, LLC (EWG), a Delaware limited liability company, Reliant Energy Ellwood,
LLC (EWG), a Delaware limited liability company, Reliant Energy Etiwanda, LLC (EWG), a Delaware
limited liability company, Reliant Energy Mandalay, LLC (EWG), a Delaware limited liability company
and Reliant Energy Ormond Beach, LLC (EWG), a Delaware limited liability company, are depicted as
being wholly-owned subsidiaries of Reliant Energy California Holdings, LLC



-Reliant Energy Europe, Inc., a Netherlands entity, is depicted as being wholly-owned by Reliant
Energy Capital (Europe), Inc.



-Reliant Energy Wholesale (Europe) Holdings BV, a Netherlands entity, is depicted as being
wholly-owned by Reliant Energy (Europe), Inc.



-Reliant Energy Wholesale (Europe) CV, a Netherlands entity, is depicted as being wholly-owned by
Reliant Energy Wholesale (Europe) Holdings BV



-Reliant Energy Wholesale (Europe) Holdings II CV, a Netherlands entity, is depicted as being
depicted as 99.5% owned by Reliant Energy Wholesale (Europe) CV and .5% owned by Reliant Energy
Wholesale (Europe) Holdings BV



-Reliant Energy UNA, BV, a Netherlands entity, is depicted as being 52% owned by Reliant Energy
Wholesale (Europe) CV and 48% owned by Reliant Energy Wholesale (Europe) Holdings II CV



-N.V. UNA, a Netherlands entity, is depicted as being wholly-owned by Reliant Energy UNA, BV






 




	 	 	 
	EWG:	 	Exempt Wholesale Generator under Energy Policy Act of 1992
	 
	QF:	 	Qualifying Facility under Public Utility Regulatory Policies Act of 1978




















 







Page A-11 contains the January 2001 organizational chart showing Reliant Energy, Incorporated,
a Texas corporation, as the parent company, with the following entities depicted as its
wholly-owned subsidiaries:




-Reliant Energy Thermal Systems, Inc., a Delaware corporation

-Reliant Energy Resources Corp., a Delaware corporation

-Reliant Energy International, Inc., a Delaware corporation

-Reliant Resources, Inc., a Delaware corporation

-Houston Industries FinanceCo GP, LLC, a Delaware limited liability company

-Reliant Energy FinanceCo II GP, LLC, a Delaware limited liability company

-Reliant Energy FinanceCo III GP, LLC, a Delaware limited liability company

-Reliant Energy FinanceCo IV GP, LLC, a Delaware limited liability company

-Houston Industries Funding Company, a Delaware company

-HL&P Capital Trust I, a Delaware business trust

-HL&P Capital Trust II, a Delaware business trust

-REI Trust I, a Delaware business trust

-REI Trust II, a Delaware business trust

-HL&P Receivables, Inc., a Delaware corporation

-Reliant Energy Transition Bond Company LLC, a Delaware limited liability company

-Reliant Energy Investment Management, Inc., a Delaware corporation

-Reliant Energy MergerCo, Inc., a Delaware corporation

-Reliant Energy Power Systems, Inc., a Delaware corporation

-Reliant Energy Properties, Inc., a Delaware corporation

-Reliant Energy Products, Inc., a Delaware corporation

-Reliant Energy Regco, Inc., a Delaware corporation

-Reliant Energy Tegco, Inc., a Delaware corporation

-Reliant Energy Water, Inc., a Delaware corporation

-Houston Lighting & Power Company*, a Texas company

-NorAm Energy Corp.*, a Delaware corporation

-Houston Industries Incorporated*, a Texas corporation

-Utility Rail Services, Inc.*, a Delaware corporation

-Houston Industries Energy (UK), Inc.*, a Delaware corporation



-Northwind Houston L.L.C., a Delaware limited liability company, is depicted as being 75% owned by
Reliant Energy Thermal Systems, Inc.



-Reliant Energy Thermal Systems (Delaware), Inc., a Delaware corporation, is depicted as being
wholly-owned by Reliant Energy Thermal Systems, Inc.



-Northwind Houston L.P., a Delaware limited partnership, is depicted as being 74.61% owned by
Reliant Energy Thermal Systems (Delaware), Inc.



-Entex Gas Resources Corp., a Texas corporation, Entex Gas Marketing Company, a Texas company,
Industrial Gas Supply Corporation, a Texas corporation, Louisiana Unit Gas Transmission Company, a
Texas company, Unit Gas Transmission Company, a Delaware company, Reliant Energy Consumer Group,
Inc., a Delaware corporation, ALG Gas Supply Company, a Delaware company, Allied Materials
Corporation, a Texas corporation, Entex Fuels, Inc., a Texas corporation, Entex NGV, Inc., a
Delaware corporation, Minnesota Intrastate Pipeline Company, a Delaware company, Arkansas Louisiana
Finance Corporation, a Delaware corporation, National Furnace Company, a Texas company, NorAm
Financing I, a Delaware business trust, Arkla Industries Inc.*, a Delaware corporation, NorAm
Utility Services, Inc.*, a Delaware corporation, Arkla Products Company*, a Delaware company,
Intex, Inc.*, a Texas corporation, Reliant Energy Retail, Inc.*, a Delaware corporation, Entex Oil
& Gas Co.*, a Texas company, United Gas, Inc.*, a Texas corporation, Reliant
















 







Energy Gas Transmission Company, a Delaware company, Mississippi River Transmission Corporation, a
Delaware corporation, Illinois Gas Transmission Company, a Delaware company, Reliant Energy
Intrastate Holdings, LLC, a Delaware limited liability company, Reliant Energy Pipeline Services,
Inc., a Delaware corporation, Reliant Energy Trading and Transportation Group, Inc., a Texas
corporation, Reliant Energy Field Services, Inc., a Delaware corporation, Blue Jay Gas Company*, a
Delaware company, MRT Energy Marketing Company, a Delaware company, Reliant Energy Hub Services,
Inc.*, a Delaware corporation, are depicted as being wholly-owned by Reliant Energy Resources Corp.



-Reliant Energy Retail Interests, Inc.*, a Delaware corporation, is depicted as being wholly-owned
by Reliant Energy Retail, Inc.



-MRT Services Company, a Delaware company, and MRT Holdings, Inc., a Delaware corporation and MRT
Holdings, Inc., a Delaware corporation, are depicted as being wholly-owned by Mississippi River
Transmission Corporation



-Pine Pipeline Acquisition Company, LLC, a Delaware limited liability company, is depicted as being
81% owned by Reliant Energy Intrastate Holdings, LLC



-Reliant Energy OQ, LLC, a Delaware limited liability company, is wholly-owned by Reliant Energy
Pipeline Services, Inc.



-OQ Partners, a Texas partnership is depicted as being 50% owned by Reliant Energy OQ, LLC



-Reliant Energy Field Services Holdings, Inc., a Delaware corporation, and Reliant Energy Gas
Processing, Inc., a Delaware corporation, are depicted as being wholly-owned by Reliant Energy
Field Services, Inc.



-Houston Industries FinanceCo LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy, Incorporation, and 1% owned by Houston Industries FinancCo GP, LLC



-Reliant Energy FinanceCo II LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy, Incorporation, and 1% owned by Reliant Energy FinanceCo II GP, LLC



-Reliant Energy FinanceCo III LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy, Incorporation, and 1% owned by Reliant Energy FinanceCo III GP, LLC



-Reliant Energy FinanceCo IV LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy, Incorporation, and 1% owned by Reliant Energy FinanceCo IV GP, LLC



-UFI Services, Inc., a Delaware corporation is depicted as being wholly-owned by Utility Rail
Services, Inc.



-STP Nuclear Operating Company, a Texas nonprofit corporation, and AMT Land, Inc., a Delaware
associated company, are reflected on the organizational chart under the heading “Other”.






 




	 	 	 
	*	 	Inactive




















 







Page A-12 contains the January 2001 organizational chart showing Reliant Resources, Inc., a
Delaware corporation, as the parent company, with the following entities depicted as its
wholly-owned subsidiaries:




-Reliant Energy Communications, Inc., a Delaware corporation

-Reliant Energy Ventures, Inc., a Delaware corporation

-Reliant Energy Broadband, Inc., a Delaware corporation

-Guidestreet, Inc., a Delaware corporation

-Reliant Energy Net Ventures, Inc., a Delaware corporation

-Reliant Resources International Services, Inc., a Delaware corporation

-Arkla Finance Corporation, a Delaware corporation

-Reliant Energy.com, Inc., a Delaware corporation

-Reliant Energy Retail Holdings, LLC, a Delaware limited liability company

-Reliant Energy Services, Inc., a Delaware corporation

-Reliant Energy Services International, Inc., a Delaware corporation

-Reliant Energy Europe Trading & Marketing, Inc., a Delaware corporation

-Reliant Energy Power Generation, Inc., a Delaware corporation

-Reliant Energy Wholesale Service Company, a Delaware company

-Reliant Energy Trading Exchange, Inc., a Delaware corporation



and



-Insync Internet Services, Incorporated, a Texas corporation, Reliant Energy Communications
(Delaware), LLC, a Delaware limited liability company, and Reliant Energy Communications (Texas),
LLC, a Delaware limited liability company, are depicted as being wholly-owned by Reliant Energy
Communication, Inc.



-Reliant Energy Communications, Networks, LP, a Delaware limited partnership, is depicted as being
99% owned by Reliant Energy Communications (Delaware), LLC and 1% owned by Reliant Energy
Communications (Texas), LLC



-Reliant Energy Customer Care Services, LLC, a Delaware limited liability company, Reliant Energy
Retail Services, LLC, a Delaware limited liability company, Reliant Energy Solutions, LLC, a
Delaware limited liability company, and StarEn Power, LLC, a Delaware limited liability company,
are depicted as being wholly-owned by Reliant Energy Retail Holdings, LLC



-Reliant Energy Services Channelview, LLC, a Delaware limited liability company, Reliant Energy
Services Desert Basin, LLC, a Delaware limited liability company, Reliant Energy Services
Mid-Stream, LLC, a Delaware limited liability company, Reliant Energy Services New Mexico, LLC, a
Delaware limited liability company, and Reliant Energy Services Holdings, Inc., a Delaware
corporation, are depicted as being wholly-owned by Reliant Energy Services, Inc.



-Reliant Energy Services Canada, Ltd., a Canadian corporation, is depicted as being a wholly-owned
subsidiary of Reliant Energy Services International, Inc.



-Reliant Energy Trading & Marketing, B.V., a Netherlands entity, is depicted as being a
wholly-owned subsidiary of Reliant Energy Europe Trading & Marketing, Inc.



-Reliant Energy Trading & Marketing GmbH, a German entity, is depicted as being wholly-owned by
Reliant Energy Trading & Marketing B.V.



-Energy Platform Trading Holding Company, Inc., a Delaware corporation, is depicted as being 16%
owned by Reliant Energy Trading Exchange, Inc.
















 







-Reliant Resources Foundation, a Texas non-profit corporation, is reflected on the organizational
chart under the heading “Other”.



















 







Page A-13 contains the January 2001 organizational chart showing Reliant Resources, Inc. (“RRI”), a
Delaware corporation, as the parent company to Reliant Energy Power Generation, Inc. (“REPG”), a
Delaware corporation and the following entities wholly-owned subsidiaries by REPG:




-Reliant Energy Sabine (Delaware), Inc., a Delaware corporation

-Reliant Energy Sabine (Texas), Inc., a Delaware corporation

-Reliant Energy Deer Park, Inc., a Delaware corporation

-Reliant Energy Channelview (Delaware) LLC, a Delaware limited liability company

-Reliant Energy Channelview (Texas), LLC, a Delaware limited liability company

-Reliant Energy Renewables, Inc., a Delaware corporation

-Reliant Energy Northeast Holdings, Inc., a Delaware corporation

-Reliant Energy Mid-Atlantic Development, Inc., a Delaware corporation

-Reliant Energy McHenry Holding Corp., a Delaware corporation

-Reliant Energy Shelby Holding Corp., a Delaware corporation

-Reliant Energy Aurora Holding Corp., a Delaware corporation

-Reliant Energy Choctaw County, LLC, a Delaware corporation

-Reliant Energy Florida Holdings, LLC, a Delaware limited liability company

-Reliant Energy California Holdings, LLC, a Delaware limited liability company

-El Dorado Energy, LLC (EWG), a Delaware limited liability company

-Reliant Energy Arrow Canyon, LLC, a Delaware limited liability company

-Reliant Energy Bighorn, LLC, a Delaware limited liability company

-Reliant Energy Colusa County, LLC, a Delaware limited liability company

-Reliant Energy Desert Basin, LLC, a Delaware limited liability company

-Reliant Energy Sunrise, LLC, a Delaware limited liability company

-Reliant Energy Power Operations I, Inc., a Delaware corporation

-Reliant Energy Power Operations II, Inc., a Delaware corporation

-Reliant Energy Development Services, Inc., a Delaware corporation

-Reliant Energy Capital (Europe), Inc., a Delaware corporation



and



-Sabine Cogen, LP, a Delaware limited partnership, is depicted as being 49% owned by Reliant Energy
Sabine (Delaware), Inc. and 51% owned by Reliant Energy Sabine (Texas), Inc.



-Reliant Energy Channelview LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy Channelview (Delaware) LLC and 1% owned by Reliant Energy Channelview (Texas) LLC



-Reliant Energy Renewables Holdings, LLC, a Delaware limited liability company, Reliant Energy
Renewables Atascocita GP, LLC, a Delaware limited liability company, Reliant Energy Renewables
Bluebonnet GP, LLC, a limited liability company, Reliant Energy Renewables Coastal Plains GP, LLC,
a Delaware limited liability company, Reliant Energy Renewables Comal County GP, LLC, a Delaware
limited liability company, Reliant Energy Renewables Conroe, GP, LLC, a Delaware limited liability
company, Reliant Energy Renewables Eastside GP, LLC, a Delaware limited liability company, Reliant
Energy Renewables Hillside GP, LLC, a limited liability company, Reliant Energy Renewables Lacy
Lakeview GP, LLC, a Delaware limited liability company, Reliant Energy Renewables Pecan Praire GP,
LLC, a Delaware limited liability company, Reliant Energy Renewables Security, GP, LLC, a Delaware
limited liability company, Reliant Energy Renewables Temple GP, LLC, a Delaware limited liability
company and Reliant Energy Renewables Wilkinson
















 







County GP, LLC, a Delaware limited liability company are depicted as being wholly-owned by Reliant
Energy Renewables, Inc.



and



-Reliant Energy Renewables Atascocita, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC, and 1% owned by Reliant Energy Renewables
Atascocita GP, LLC



-Reliant Energy Renewables Bluebonnet, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Renewables
Bluebonnet GP, LLC



-Reliant Energy Renewables Coastal Plains, LP, a Delaware limited partnership, is depicted as being
99% owned by Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Coastal Plains
GP, LLC



-Reliant Energy Renewables Comal County, LP, a Delaware limited partnership, is depicted as being
99% owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Renewables
Comal County GP, LLC



-Reliant Energy Renewables Conroe, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Conroe, GP, LLC



-Reliant Energy Renewables Eastside, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Eastside GP, LLC



-Reliant Energy Renewables Hillside, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Renewables Eastside
GP, LLC



-Reliant Energy Renewables Lacy Lakeview, LP, a limited partnership, is depicted as being 99% owned
by Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables Lacy Lakeview
GP, LLC



-Reliant Energy Renewables Pecan Praire, LP, a limited partnership, is depicted as being 99% owned
by Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables Pecan Praire
GP, LLC



- Reliant Energy Renewables Security, LP, a limited partnership, is depicted as being 99% owned by
Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables Security GP, LLC



-Reliant Energy Renewables Temple, LP, a limited partnership, is depicted as being 99% owned by
Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables Temple GP, LLC

















 







-Reliant Energy Renewables Williamson County, LP, a limited partnership, is depicted as being 99%
owned by Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables
Williamson County GP, LLC



-Reliant Energy Northeast Generation, Inc., a Delaware corporation, is depicted as being
wholly-owned by Reliant Energy Northeast Holdings, Inc.



-Reliant Energy Atlantic, LLC, a Delaware limited liability company, Reliant Energy Erie West, LLC,
a Delaware limited liability company, Reliant Energy Hunterstown, LLC, a Delaware limited liability
company, Reliant Energy Portland, LLC, a Delaware limited liability company, Reliant Energy Seward,
LLC, a Delaware limited liability company, and Reliant Energy Titis, LLC, a Delaware limited
liability company are depicted as being wholly-owned by Reliant Energy Mid-Atlantic Development,
Inc.



-Reliant Energy Keystone Fuels, LLC and Reliant Energy Mid-Atlantic Power Holdings, LLC are
depicted as being wholly-owned by Reliant Energy Northeast Generation, Inc.



-Reliant Energy Maryland Holdings, LLC, a Delaware limited liability company, Reliant Energy
Mid-Atlantic Power Services, Inc., a Delaware corporation, Reliant Energy New Jersey Holdings, LLC,
a Delaware limited liability company and Reliant Energy Northeast Management Company, a
Pennsylvania company, are depicted as being wholly-owned by Reliant Energy Mid-Atlantic Power
Holdings, LLC



-Reliant Energy McHenry Development Corp., a Delaware corporation, is depicted as being
wholly-owned by Reliant Energy McHenry Holding Corp.



-Reliant Energy McHenry I, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy McHenry Holding Corp. and 1% owned by Reliant Energy McHenry Development Corp.



-Reliant Energy McHenry II, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy McHenry Holding Corp. and 1% owned by Reliant Energy Henry Development Corp.



-In addition, Reliant Energy McHenry County, LP, a limited partnership, is 99% owned by Reliant
Energy McHenry II, LP and 1% owned by Reliant Energy McHenry I, LP



-Reliant Energy Shelby Development Corp., a Delaware corporation, is depicted as being wholly-owned
by Reliant Energy Shelby Holding Corp.



-Reliant Energy Shelby I, LP, a Delaware limited partner, is depicted as being 99% owned by Reliant
Energy Shelby Holding Corp. and 1% owned by Reliant Energy Shelby Development Corp.



-Reliant Energy Shelby II, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy Shelby Holding Corp. and 1% owned by Reliant Energy Shelby Development Corp.



-In addition, Reliant Energy Shelby County, LP and Reliant Energy Shelby County II, LP are both
depicted as being 99% owned by Reliant Energy Shelby II, LP and 1% owned by Reliant Energy Shelby
I, LP

















 







-Reliant Energy Aurora Development Corp., a Delaware corporation, is depicted as being a
wholly-owned subsidiary of Reliant Energy Aurora Holding Corp.



-Reliant Energy Aurora I, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy Aurora Holding Corp. and 1% owned by Reliant Energy Aurora Development Corp.



-Reliant Energy Aurora II, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy Aurora Holding Corp. and 1% owned by Reliant Energy Aurora Development Corp.



-In addition, Reliant Energy Aurora, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Aurora II, LP and 1% owned by Reliant Energy Aurora I, LP



-Reliant Energy Indian River, LLC, a Delaware limited liability company, Reliant Energy Osceola,
LLC, a Delaware limited liability company, and Reliant Energy Osceola Holding Co. II, LLC, a
Delaware limited liability company, are depicted as being wholly-owned by Reliant Energy Florida
Holdings, LLC



-In addition, Reliant Energy Osceola, LLC, a Delaware limited liability company, is depicted as
being 50% owned by Reliant Energy Osceola Holding Co.II, LLC and 50% owned by Reliant Energy
Osceola Holding Co. I, LLC



-Reliant Energy Coolwater, LLC (EWG), a Delaware limited liability company, Reliant Energy Ellwood,
LLC (EWG), a Delaware limited liability company, Reliant Energy Etiwanda, LLC (EWG), a limited
liability company, Reliant Energy Mandalay, LLC (EWG), a limited liability company, and Reliant
Energy Ormond Beach, LLC (EWG), a limited liability company are depicted as being wholly-owned by
Reliant Energy California Holdings, LLC



-Reliant Energy Europe, Inc., a Netherlands entity, is depicted as being wholly-owned by Reliant
Energy Capital (Europe), Inc.



-Reliant Energy Wholesale (Europe) Holdings B.V., a Netherlands entity, is depicted as being
wholly-owned by Reliant Energy Wholesale (Europe) Holdings, BV



-Reliant Energy Wholesale (Europe) CV, a Netherlands entity, is depicted as being 99.5% owned by
Reliant Energy Europe, Inc. and 0.5% owned by Reliant Energy Wholesale (Europe) Holdings BV



-In addition, Reliant Energy Wholesale (Europe) Holdings II CV, a Netherlands entity, is depicted
as being 99.5% owned by Reliant Energy Europe, Inc. and 0.5% owned by Reliant Energy Wholesale
(Europe) Holdings BV



-Reliant Energy UNA, BV, a Netherlands entity, is depicted as being 52% owned by Reliant Energy
Wholesale (Europe) CV and 48% owned by Reliant Energy UNA, BV




-N.V. Una, a Netherlands entity, is depicted as being wholly-owned by Reliant Energy UNA, BV






 




			
	EWG:	 	Exempt Wholesale Generator under Energy Policy Act of 1992




















 







Page A-14 contains the January 2001 organizational chart showing Reliant Energy International,
Inc. (“REII”), a Delaware corporation, as a wholly-owned subsidiary of Reliant Energy, Incorporated
(“REI”), a Texas corporation, as the parent company, with the following entities depicted as
wholly-owned subsidiaries of REII:




-Reliant Energy Light Inc., a Delaware corporation

-Reliant Energy Brazil Ventures Ltd.*, a Cayman Islands entity

-Reliant Energy Brazil Tiete Ltd.*, a Cayman Islands entity

-Reliant Energy Brazil Ltd.*, a Cayman Islands entity

-Reliant Energy International Services, Inc., a Delaware corporation

-Reliant Energy Salvador Holding Company Ltd., a Cayman Islands entity

-Reliant Energy Holdings Ltd., a Cayman Islands entity

-Reliant Energy Outsource Ltd.*, a Cayman Islands entity

-Reliant Energy International Holdings, LLC, a Delaware limited liability partnership

-Worldwide Electric Holdings B.V.*, a Netherlands entity

-HI Energy Holdings I B.V.*, a Netherlands entity

-Reliant Energy International II, Inc., a Delaware corporation



and



-Reliant Energy Santiago del Estero, S.A., an Argentine entity, is depicted as being
99%1 owned by REII



-Empresa Distribuidora de Electricidad de Santiago del Estero S.A. (EDESE), an Argentine entity, is
depicted as being 90% owned by Reliant Energy Santiago del Estero



-Reliant Energy Argentine Holdings Ltd. (FUCO1), a Cayman Islands entity, and Reliant
Energy Cayman Investments Ltd., a Cayman Islands entity, are depicted as being wholly-owned by
Reliant Energy Cayman Holdings Ltd.



-Reliant Energy Argentina S.A. (EWG), an Argentine entity, is depicted as being 99% owned by
Reliant Energy Cayman Holdings Ltd.



-Reliant Energy Argener S.A., an Argentine entity, is depicted as being 49% owned by Reliant Energy
Argentine Holdings Ltd. and 51% owned by Reliant Energy Argentina S.A.



and



-Reliant Energy Opco S.A.(EWG), an Argentine entity, is depicted as being 99% owned by Reliant
Energy Argentine S.A.



-Reliant Energy Cayman Holdings Ltd., a Cayman Islands entity, is depicted as being wholly-owned by
Reliant Energy Light, Inc.



-Reliant Energy Cayman Acquisitions Ltd, a Cayman Islands entity, and Reliant Energy Cayman Ltd., a
Cayman Islands entity, are depicted as being wholly-owned by Reliant Energy Cayman Investments Ltd.



-Reliant Energy Brasil, Ltda.*, a Brazilian limited liability company, is depicted as being
99%1 owned by REII
















 







-Reliant Energy International Brasil Ltda.*, a Brazilian entity, is depicted as being
99%1 owned by Reliant Energy Brazil Ltd.



-HIE Brazil Rio Sul Ltda.*, a Brazilian entity, is depicted as being 20% owned by Reliant Energy
Brazil Ltd.



-Reliant Energy Columbia Ltda, a Columbian entity, is depicted as being 99%1 owned by
REII and 1% by Reliant Energy International Holdings, LLC



-Reliant Energy El Salvador, S.A. de C.V., an El Salvadorian entity, is depicted as being 1% owned
by REII and 99% owned by Reliant Energy International Holdings, LLC



-Venus Generation El Salvador*, a Cayman Islands entity, is depicted as being 50% owned by Reliant
Energy Outsource Ltd.



-Reliant Energy India, Inc., a MAU entity, HIE Ford Heights, Inc., a Delaware corporation, and HIE
Fulton, Inc., a Delaware corporation, are depicted as being wholly-owned by Reliant Energy
International II, Inc.



-Reliant Energy Rain, Inc, a MAU entity, is depicted as being wholly-owned by Reliant Energy India,
Inc.



and



-Rain Calcining Limited (FUCO2), an Indian entity, is depicted as being 25% owned by
Reliant Energy Rain, Inc.








 




	 	 	 
	Certain ownership amounts are rounded.
	 
	(1)	 	Law requires at least two shareholders of record; Reliant Energy International exercises
beneficial ownership of all shares
	 
	*	 	Inactive
	 
	EWG:	 	Exempt Wholesale Generator under Energy Policy Act of 1992
	 
	FUCO:	 	Foreign Utility Company under Energy Policy Act of 1992
	 
	QF:	 	Qualifying Facility under Public Utility Regulatory Policies Act of 1978




















 







Page A-15 contains the April 2001 organizational chart showing Reliant Energy, Incorporated
(“REI”), a Texas corporation, as the parent company, with the following entities depicted as its
wholly-owned subsidiaries:




-Reliant Energy Thermal Systems, Inc., a Delaware corporation

-Reliant Energy Resources Corp., a Delaware corporation

-Reliant Energy International, Inc., a Delaware corporation

-Reliant Resources, Inc., a Delaware corporation

-Houston Industries FinanceCo GP, LLC, a Delaware limited liability company

-Reliant Energy FinanceCo II GP, LLC, a Delaware limited liability company

-Reliant Energy FinanceCo III GP, LLC, a Delaware limited liability company

-Reliant Energy FinanceCo IV GP, LLC, a Delaware limited liability company

-Houston Industries Funding Company, a Delaware company

-HL&P Capital Trust I, a Delaware business trust

-HL&P Capital Trust II, a Delaware business trust

-REI Trust I, a Delaware business trust

-REI Trust II, a Delaware business trust

-HL&P Receivables, Inc., a Delaware corporation

-Reliant Energy Transition Bond Company LLC, a Delaware limited liability company

-Reliant Energy Investment Management, Inc., a Delaware corporation

-Reliant Energy Power Systems, Inc., a Delaware corporation

-Reliant Energy Properties, Inc., a Delaware corporation

-Reliant Energy Products, Inc., a Delaware corporation

-Reliant Energy Regco, Inc., a Delaware corporation

-Reliant Energy Tegco, Inc., a Delaware corporation

-Reliant Energy Water, Inc., a Delaware corporation

-Houston Lighting & Power Company*, a Texas company

-NorAm Energy Corp.*, a Delaware corporation

-Houston Industries Incorporated*, a Texas corporation

-Utility Rail Services, Inc.*, a Delaware corporation

-Houston Industries Energy (UK), Inc.*, a Delaware corporation



and



-Pantellos Corporation, a Delaware corporation, is depicted as being 7.35% owned by REI



-Northwind Houston L.L.C., a Delaware limited liability company, is depicted as being 75% owned by
Reliant Energy Thermal Systems, Inc.



-Reliant Energy Thermal Systems (Delaware), Inc., a Delaware corporation, is depicted as being
wholly-owned by Reliant Energy Thermal Systems, Inc.



-Northwind Houston L.P., a Delaware limited partnership, is depicted as being 74.61% owned by
Reliant Energy Thermal Systems (Delaware), Inc.



and



-Entex Gas Resources Corp., a Texas corporation, Entex Gas Marketing Company, a Texas company,
Industrial Gas Supply Corporation, a Texas corporation, Louisiana Unit Gas Transmission Company, a
Texas company, Unit Gas Transmission Company, a Delaware company, Reliant Energy Consumer Group,
Inc., a Delaware corporation, ALG Gas Supply Company, a Delaware company, Allied Materials
Corporation, a Texas corporation, Entex Fuels, Inc., a Texas corporation, Entex NGV, Inc., a
Delaware corporation, Minnesota Intrastate Pipeline Company, a Delaware company, Arkansas
















 







Louisiana Finance Corporation, a Delaware corporation, National Furnace Company, a Texas company,
NorAm Financing I, a Delaware business trust, Arkla Industries Inc.*, a Delaware corporation, NorAm
Utility Services, Inc., a Delaware corporation, Arkla Products Company*, a Delaware company, Intex,
Inc.*, a Texas corporation, Reliant Energy Funds Management, Inc.*, a Delaware corporation, Reliant
Energy Retail, Inc.*, a Delaware corporation, Entex Oil & Gas Co.*, a Texas company, United Gas,
Inc.*, a Texas corporation, Reliant Energy Gas Transmission Company, a Delaware company,
Mississippi River Transmission Corporation, a Delaware corporation, Illinois Gas Transmission
Company, a Delaware company, Reliant Energy Intrastate Holdings, LLC, a Delaware limited liability
company, Reliant Energy Pipeline Services, Inc., a Delaware corporation, Reliant Energy Trading and
Transportation Group, Inc., a Texas corporation, Reliant Energy Field Services, Inc., a Delaware
corporation, Blue Jay Gas Company*, a Delaware company, MRT Energy Marketing Company, a Delaware
company, Reliant Energy Hub Services, Inc.*, a Delaware corporation are depicted as being
wholly-owned by Reliant Energy Resources Corp.



-Reliant Energy Retail Interests, Inc., a Delaware corporation, is depicted as being wholly-owned
by Reliant Energy Retail, Inc.



-MRT Services Company, a Delaware company, and MRT Holdings, Inc., a Delaware corporation, are
depicted as being wholly-owned by Mississippi River Transmission Corporation



-Pipe Pipelines Acquisition Company, LLC, a Delaware limited liability company, is depicted as
being 81% owned by Reliant Energy Intrastate Holdings, LLC



-Reliant Energy OQ, LLC, a Delaware limited liability company, is depicted as being wholly-owned by
Reliant Energy Pipeline Services, Inc.



and



-OQ Partners, a Texas partnership, is depicted as being 50% owned by Reliant Energy Pipeline
Services, Inc.



-Reliant Energy Field Services Holdings, Inc., a Delaware corporation, and Reliant Energy Gas
Processing, Inc., a Delaware corporation, are depicted as being wholly-owned by Reliant Energy
Field Services, Inc.



-Houston Industries FinanceCo LP, a Delaware limited partnership, is depicted as being 99% owned by
REI, and 1% owned by Houston Industries FinanceCo GP, LLC



-Reliant Energy FinanceCo II LP, a Delaware limited partnership, is depicted as being 99% owned by
REI, and 1% owned by Reliant Energy FinanceCo II GP, LLC



-Reliant Energy FinanceCo III LP, a Delaware limited partnership, is depicted as being 99% owned by
REI, and 1% owned by Reliant Energy FinanceCo III GP, LLC



and



-Reliant Energy FinanceCo IV LP, a Delaware limited partnership, is 9 depicted as being 9% owned by
REI, and 1% owned by Reliant Energy FinanceCo IV GP, LLC



-Reliant Energy MergerCo, Inc., a Delaware corporation, is depicted as being wholly-owned by
Reliant Energy Regco, Inc.



and
















 







-UFI Services, Inc.*, a Delaware corporation, is depicted as being wholly-owned by Utility Rail
Services, Inc.



-STP Nuclear Operating Company, a Texas non-profit corporation, and AMT Land, Inc., a Delaware
corporation, are reflected on the organizational chart under the heading “Other”.
















 







Page A-16 contains the April 2001 organizational chart showing Reliant Resources, Inc. (“RRI”), a
Delaware corporation, as a subsidiary of Reliant Energy, Incorporated (“REI”), a Texas corporation,
as the parent company, with the following entities depicted as wholly-owned subsidiaries of RRI:




-Reliant Energy Communications, Inc., a Delaware corporation

-Reliant Energy Ventures, Inc., a Delaware corporation

-Reliant Energy Broadband, Inc., a Delaware corporation

-Guidestreet, Inc., a Delaware corporation

-Reliant Energy Net Ventures, Inc., a Delaware corporation

-Reliant Resources International Services, Inc., a Delaware corporation

-Arkla Finance Corporation, a Delaware corporation

-Reliant Energy.com, Inc., a Delaware corporation

-Reliant Energy Retail Holdings, LLC, a Delaware limited liability company

-Reliant Energy Services, Inc., a Delaware corporation

-Reliant Energy Services International, Inc., a Delaware corporation

-Reliant Energy Europe Trading & Marketing, Inc., a Delaware corporation

-Reliant Energy Power Generation, Inc., a Delaware corporation

-Reliant Energy Wholesale Service Company, a Delaware company

-Reliant Energy Trading Exchange, Inc., a Delaware corporation




and



-Insync Internet Services, Incorporated, a Texas corporation, Reliant Energy Communications
(Delaware), LLC, a Delaware limited liability company, and Reliant Energy Communications (Texas),
LLC, a Delaware limited liability company, are depicted as being wholly-owned by Reliant Energy
Communication, Inc.,



-In addition, Reliant Energy Communications, Networks, LP, a Delaware limited partnership, is
depicted as being 99% owned by Reliant Energy Communications (Delaware), LLC and 1% owned by
Reliant Energy Communications (Texas), LLC



-Itron, Inc., a Washington corporation, is depicted as being 8.38% owned by Reliant Energy Venture,
Inc.



-Reliant Energy Customer Care Services, LLC, a Delaware limited liability company, Reliant Energy
Retail Services, LLC, a Delaware limited liability company, Reliant Energy Solutions, LLC, a
Delaware limited liability company, StarEn Power, LLC, a Delaware limited liability company, and
New Texas Energy Company, a Delaware corporation, are depicted as being wholly-owned by Reliant
Energy Retail Holdings, LLC



-Reliant Energy Services Channelview, LLC, a Delaware limited liability company, Reliant Energy
Services Desert Basin, LLC, a Delaware limited liability company, Reliant Energy Services
Mid-Stream, LLC, a Delaware limited liability company, Reliant Energy Services New Mexico, LLC, a
Delaware limited liability company, and Reliant Energy Services Holdings, Inc., a Delaware
corporation, are depicted as being wholly-owned by Reliant Energy Services, Inc.



and



-Reliant Energy Services Canada, Ltd., a Canadian corporation, is depicted as being a wholly-owned
subsidiary of Reliant Energy Services International, Inc.



-Reliant Energy Trading & Marketing, B.V., a Netherlands entity, is depicted as being a wholly-
















 







owned subsidiary of Reliant Energy Europe Trading & Marketing, Inc.



and



-Reliant Energy Trading & Marketing GmbH, a German entity, is depicted as being wholly-owned by
Reliant Energy Trading & Marketing B.V.



-Energy Platform Trading Holding Company, Inc., a Delaware corporation, is depicted as being 16%
owned by Reliant Energy Trading Exchange, Inc.



-Reliant Resources Foundation, a Texas non-profit corporation, is reflected on the organizational
chart under the heading “Other”.
















 







Page A-17 contains the April 2001 organizational chart showing Reliant Resources, Inc. (“RRI”), a
Delaware corporation, as the parent company to Reliant Energy Power Generation, Inc. (“REPG”), a
Delaware corporation, and the following entities as wholly-owned by REPG:




-Reliant Energy Sabine (Delaware), Inc., a Delaware corporation

-Reliant Energy Sabine (Texas), Inc., a Delaware corporation

-Reliant Energy Deer Park, Inc., a Delaware corporation

-Reliant Energy Channelview (Delaware) LLC, a Delaware limited liability company

-Reliant Energy Channelview (Texas), LLC, a Delaware limited liability company

-Reliant Energy Renewables, Inc., a Delaware corporation

-Reliant Energy Northeast Holdings, Inc., a Delaware corporation

-Reliant Energy Mid-Atlantic Development, Inc., a Delaware corporation

-Reliant Energy McHenry Holding Corp., a Delaware corporation

-Reliant Energy Shelby Holding Corp., a Delaware corporation

-Reliant Energy Aurora Holding Corp., a Delaware corporation

-Reliant Energy Choctaw County, LLC, a Delaware corporation

-Reliant Energy Florida Holdings, LLC, a Delaware limited liability company

-Reliant Energy California Holdings, LLC, a Delaware limited liability company

-El Dorado Energy, LLC (EWG), a Delaware limited liability company

-Reliant Energy Arrow Canyon, LLC, a Delaware limited liability company

-Reliant Energy Bighorn, LLC, a Delaware limited liability company

-Reliant Energy Colusa County, LLC, a Delaware limited liability company

-Reliant Energy Desert Basin, LLC, a Delaware limited liability company

-Reliant Energy Sunrise, LLC, a Delaware limited liability company

-Reliant Energy Power Operations I, Inc., a Delaware corporation

-Reliant Energy Power Operations II, Inc., a Delaware corporation

-Reliant Energy Development Services, Inc., a Delaware corporation

-Reliant Energy Capital (Europe), Inc., a Delaware corporation




and



-Sabine Cogen, LP, a Delaware limited partnership, is depicted as being 49% owned by Reliant Energy
Sabine (Delaware), Inc. and 51% owned by Reliant Energy Sabine (Texas), Inc.



-Reliant Energy Channelview LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy Channelview (Delaware) LLC and 1% owned by Reliant Energy Channelview (Texas) LLC



-Reliant Energy Renewables Holdings, LLC, a Delaware limited liability company, Reliant Energy
Renewables Atascocita GP, LLC, a Delaware limited liability company, Reliant Energy Renewables
Bluebonnet GP, LLC, a limited liability company, Reliant Energy Renewables Coastal Plains GP, LLC,
a Delaware limited liability company, Reliant Energy Renewables Comal County GP, LLC, a Delaware
limited liability company, Reliant Energy Renewables Conroe, GP, LLC, a Delaware limited liability
company, Reliant Energy Renewables Eastside GP, LLC, a Delaware limited liability company, Reliant
Energy Renewables Hillside GP, LLC, a limited liability company, Reliant Energy Renewables Lacy
Lakeview GP, LLC, a Delaware limited liability company, Reliant Energy Renewables Pecan Praire GP,
LLC, a Delaware limited liability company, Reliant Energy Renewables Security, GP, LLC, a Delaware
limited liability company, Reliant Energy Renewables Temple GP, LLC, a Delaware limited liability
company and Reliant Energy Renewables Wilkinson
















 







County GP, LLC, a Delaware limited liability company are depicted as being wholly-owned by Reliant
Energy Renewables, Inc.



and



-Reliant Energy Renewables Atascocita, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC, and 1% owned by Reliant Energy Renewables
Atascocita GP, LLC



-Reliant Energy Renewables Bluebonnet, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Renewables
Bluebonnet GP, LLC



-Reliant Energy Renewables Coastal Plains, LP, a Delaware limited partnership, is depicted as
being 99% owned by Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Coastal
Plains GP, LLC



-Reliant Energy Renewables Comal County, LP, a Delaware limited partnership, is depicted as being
99% owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Renewables
Comal County GP, LLC



-Reliant Energy Renewables Conroe, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Conroe, GP, LLC



-Reliant Energy Renewables Eastside, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Eastside GP, LLC



-Reliant Energy Renewables Hillside, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Renewables Holdings, LLC and 1% owned by Reliant Energy Renewables Eastside
GP, LLC



-Reliant Energy Renewables Lacy Lakeview, LP, a limited partnership, is depicted as being 99% owned
by Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables Lacy Lakeview
GP, LLC



-Reliant Energy Renewables Pecan Praire, LP, a limited partnership, is depicted as being 99% owned
by Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables Pecan Praire
GP, LLC



-Reliant Energy Renewables Security, LP, a limited partnership, is depicted as being 99% owned by
Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables Security GP, LLC



-Reliant Energy Renewables Temple, LP, a limited partnership, is depicted as being 99% owned by
Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables Temple GP, LLC

















 







-Reliant Energy Renewables Williamson County, LP, a limited partnership, is depicted as being 99%
owned by Reliant Energy Renewable Holdings, LLC and 1% owned by Reliant Energy Renewables
Williamson County GP, LLC



Reliant Energy Northeast Generation, Inc., a Delaware corporation, is depicted as being
wholly-owned by Reliant Energy Northeast Holdings, Inc.



-Reliant Energy Atlantic, LLC, a Delaware limited liability company, Reliant Energy Erie West, LLC,
a Delaware limited liability company, Reliant Energy Hunterstown, LLC, a Delaware limited liability
company, Reliant Energy Portland, LLC, a Delaware limited liability company, Reliant Energy Seward,
LLC, a Delaware limited liability company, and Reliant Energy Titis, LLC, a Delaware limited
liability company, are depicted as being wholly-owned by Reliant Energy Mid-Atlantic Development,
Inc.



-Reliant Energy Keystone Fuels, LLC and Reliant Energy Mid-Atlantic Power Holdings, LLC are
depicted as being wholly-owned by Reliant Energy Northeast Generation, Inc.



-Reliant Energy Maryland Holdings, LLC, a Delaware limited liability company, Reliant Energy
Mid-Atlantic Power Services, Inc., a Delaware corporation, Reliant Energy New Jersey Holdings, LLC,
a Delaware limited liability company and Reliant Energy Northeast Management Company, a
Pennsylvania company, are depicted as being wholly-owned by Reliant Energy Mid-Atlantic Power
Holdings, LLC



-Reliant Energy McHenry Development Corp., a Delaware corporation, is depicted as being
wholly-owned by Reliant Energy McHenry Holding Corp.



-Reliant Energy McHenry I, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy McHenry Holding Corp. and 1% owned by Reliant Energy McHenry Development Corp.



-Reliant Energy McHenry II, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy McHenry Holding Corp. and 1% owned by Reliant Energy Henry Development Corp.



-In addition, Reliant Energy McHenry County, LP, a limited partnership, is depicted as being 99%
owned by Reliant Energy McHenry II, LP and 1% owned by Reliant Energy McHenry I, LP



-Reliant Energy Shelby Development Corp., a Delaware corporation, is depicted as being wholly-owned
by Reliant Energy Shelby Holding Corp.



-Reliant Energy Shelby I, LP, a Delaware limited partner, is depicted as being 99% owned by Reliant
Energy Shelby Holding Corp. and 1% owned by Reliant Energy Shelby Development Corp.



-Reliant Energy Shelby II, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy Shelby Holding Corp. and 1% owned by Reliant Energy Shelby Development Corp.



-In addition, Reliant Energy Shelby County, LP and Reliant Energy Shelby County II, LP are both
depicted as being 99% owned by Reliant Energy Shelby II, LP and 1% owned by Reliant Energy Shelby
I, LP

















 







-Reliant Energy Aurora Development Corp., a Delaware corporation, is depicted as being a
wholly-owned subsidiary of Reliant Energy Aurora Holding Corp.



-Reliant Energy Aurora I, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy Aurora Holding Corp. and 1% owned by Reliant Energy Aurora Development Corp.



-Reliant Energy Aurora II, LP, a Delaware limited partnership, is depicted as being 99% owned by
Reliant Energy Aurora Holding Corp. and 1% owned by Reliant Energy Aurora Development Corp.



-In addition, Reliant Energy Aurora, LP, a Delaware limited partnership, is depicted as being 99%
owned by Reliant Energy Aurora II, LP and 1% owned by Reliant Energy Aurora I, LP



-Reliant Energy Indian River, LLC, a Delaware limited liability company, and Reliant Energy
Osceola, LLC, a Delaware limited liability company, are depicted as being wholly-owned by Reliant
Energy Florida Holdings, LLC



-In addition, Reliant Energy Osceola, LLC, a Delaware limited liability company, is depicted as
being 50% owned by Reliant Energy Osceola Holding Co. II, LLC and 50% owned by Reliant Energy
Osceola Holding Co. I, LLC



-Reliant Energy Coolwater, LLC (EWG), a Delaware limited liability company, Reliant Energy Ellwood,
LLC (EWG), a Delaware limited liability company, Reliant Energy Etiwanda, LLC (EWG), a limited
liability company, Reliant Energy Mandalay, LLC (EWG), a limited liability company, and Reliant
Energy Ormond Beach, LLC (EWG), a limited liability company are depicted as being wholly-owned by
Reliant Energy California Holdings, LLC



-Reliant Energy Europe, Inc., a Netherlands entity, is depicted as being wholly-owned by Reliant
Energy Capital (Europe), Inc.



-Reliant Energy Wholesale (Europe) Holdings B.V., a Netherlands entity, is depicted as being
wholly-owned by Reliant Energy Wholesale (Europe) Holdings, BV



-Reliant Energy Wholesale (Europe) CV, a Netherlands entity, is depicted as being 99.5% owned by
Reliant Energy Europe, Inc. and 0.5% owned by Reliant Energy Wholesale (Europe) Holdings BV



-In addition, Reliant Energy Wholesale (Europe) Holdings II CV, a Netherlands entity, is depicted
as being 99.5% owned by Reliant Energy Europe, Inc. and 0.5% owned by Reliant Energy Wholesale
(Europe) Holdings BV



-Reliant Energy UNA, BV, a Netherlands entity, is depicted as being 52% owned by Reliant Energy
Wholesale (Europe) CV and 48% owned by Reliant Energy UNA, BV




-N.V. Una, a Netherlands entity, is depicted as being wholly-owned by Reliant Energy UNA, BV






 




			
	EWG:	 	Exempt Wholesale Generator under Energy Policy Act of 1992




















 







Page A-18 contains the April 2001 organizational chart showing Reliant Energy, Incorporated, a
Texas corporation, as the parent company of Reliant Energy International, Inc., a Delaware
corporation, and the following entities depicted as wholly-owned subsidiaries of Reliant Energy
International, Inc.:




-Reliant Energy Light Inc., a Delaware corporation

-Reliant Energy Brazil Ventures Ltd.*, a Cayman Islands entity

-Reliant Energy Brazil Tiete Ltd.*, a Cayman Islands entity

-Reliant Energy Brazil Ltd.*, a Cayman Islands entity

-Reliant Energy International Services, Inc., a Delaware corporation

-Reliant Energy Salvador Holding Company Ltd., a Cayman Islands entity

-Reliant Energy Holdings Ltd., a Cayman Islands entity

-Reliant Energy Outsource Ltd.*, a Cayman Islands entity

-Reliant Energy International Holdings, LLC, a Delaware limited liability partnership

-Worldwide Electric Holdings B.V.*, a Netherlands entity

-HI Energy Holdings I B.V.*, a Netherlands entity

-Reliant Energy International II, Inc., a Delaware corporation



and



-Reliant Energy Santiago del Estero, S.A., an Argentine entity,(1)  is depicted as being
99%owned by REII



-Empresa Distribuidora de Electricidad de Santiago del Estero S.A. (EDESE), an Argentine entity, is
depicted as being 90% owned by Reliant Energy Santiago del Estero



-Reliant Energy Argentine Holdings Ltd. (FUCO), a Cayman Islands entity, and Reliant
Energy Cayman Investments Ltd., a Cayman Islands entity, are depicted as being wholly-owned by
Reliant Energy Cayman Holdings Ltd.



-Reliant Energy Argentina S.A. (EWG), an Argentine entity, is depicted as being 99% owned by
Reliant Energy Cayman Holdings Ltd.



-Reliant Energy Argener S.A., an Argentine entity, is depicted as being 49% owned by Reliant Energy
Argentine Holdings Ltd. and 51% owned by Reliant Energy Argentina S.A.



and



-Reliant Energy Opco S.A. (EWG), an Argentine entity, (1)  is depicted as being 99%
owned by Reliant Energy Argentine S.A.



-Reliant Energy Cayman Holdings Ltd., a Cayman Islands entity, is depicted as being wholly-owned by
Reliant Energy Light, Inc.

















 







-Reliant Energy Cayman Acquisitions Ltd, a Cayman Islands entity, and Reliant Energy Cayman Ltd., a
Cayman Islands entity, are depicted as being wholly-owned by Reliant Energy Cayman Investments Ltd.



-Reliant Energy Brasil, Ltda.*, a Brazilian entity, (1) is depicted as being 99% owned by REII



-Reliant Energy International Brasil Ltda.*, a Brazilian entity, (1) is depicted as
being 99% owned by Reliant Energy Brazil Ltd.



-HIE Brazil Rio Sul Ltda.*, a Brazilian entity, is depicted as being 20% owned by Reliant Energy
Brazil Ltd.



-Reliant Energy Columbia Ltd, a Columbian entity, is depicted as being 99% owned by REII
and 1% by Reliant Energy International Holdings, LLC



-Reliant Energy El Salvador, S.A. de C.V., an El Salvadorian entity, is depicted as being 1% owned
by REII and 99% owned by Reliant Energy International Holdings, LLC



-Venus Generation El Salvador*, a Cayman Islands entity, is depicted as being 50% owned by Reliant
Energy Outsource Ltd.



-Reliant Energy India, Inc., a MAU entity, HIE Ford Heights, Inc., a Delaware corporation, and HIE
Fulton, Inc., a Delaware corporation, are depicted as being wholly-owned by Reliant Energy
International II, Inc.



-Reliant Energy Rain, Inc, a MAU entity, is depicted as being wholly-owned by Reliant Energy India,
Inc.



and



-Rain Calcining Limited (FUCO), an Indian entity, is depicted as being 25% owned by Reliant Energy
Rain, Inc.








 




	 	 	 
	Certain ownership amounts are rounded.
	 
	(1)	 	Law requires at least two shareholders of record; Reliant Energy International exercises
beneficial ownership of all shares
	 
	*	 	Inactive
	 
	EWG:	 	Exempt Wholesale Generator under Energy Policy Act of 1992
	 
	FUCO:	 	Foreign Utility Company under Energy Policy Act of 1992
	 
	QF:	 	Qualifying Facility under Public Utility Regulatory Policies Act of 1978


















 








EXHIBIT B

Settlement and Release of Claims Agreement




FERC REFUND ALLOCATION MATRIX




B-1









 





     



Exhibit B — FERC Refund Allocation Matrix




Allocation of Refunds from Reliant

Effective date distribution




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	REFUND	 	Emissions	 	Gas Adder	 	TOTAL (A)	 	REFUNDS	 	Emissions	 	Gas Adder	 	TOTAL (B)	 	Pre October (C)	 	TOTAL (D) =
	 	 	Oct 2 - Jan 17	 	Oct 2 - Jan 17	 	Oct 2 - Jan 17	 	Oct 2 - Jan 17	 	Jan 18 - Jun 20	 	Jan 18 - Jun 20	 	Jan 18 - Jun 20	 	Jan 18 - Jun 20	 	May 1 - Oct 1 *	 	A+B+C
	Pacific Gas and Electric Company
	 	 	0.5820	 	 	 	136,188,975	 	 	 	0.4074	 	 	 	(4,860,732	)	 	 	0.4074	 	 	 	(19,881,691	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.3767	 	 	 	22,406,006	 	 	 	 	 	 	 	 	 
	Southern California Edison Company
	 	 	0.2522	 	 	 	59,002,172	 	 	 	0.3367	 	 	 	(4,016,794	)	 	 	0.3367	 	 	 	(16,429,780	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.3483	 	 	 	20,489,146	 	 	 	 	 	 	 	 	 
	San Diego Gas & Electric
	 	 	0.1171	 	 	 	27,397,212	 	 	 	0.0701	 	 	 	(836,124	)	 	 	0.0701	 	 	 	(3,419,969	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0664	 	 	 	3,930,073	 	 	 	 	 	 	 	 	 
	California Department of Water Resources — CERS
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.9594	 	 	 	37,335,918	 	 	 	0.8968	 	 	 	(2,397,900	)	 	 	0.8988	 	 	 	(12,600,600	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 
	Salt River Project
	 	 	0.0188	 	 	 	4,360,679	 	 	 	0.0181	 	 	 	(216,107	)	 	 	0.0181	 	 	 	(883,938	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0001	 	 	 	(367	)	 	 	0.0001	 	 	 	(1,961	)	 	 	 	 	 	 	 	 	 	 	0.0199	 	 	 	1,180,070	 	 	 	 	 	 	 	 	 
	Aquita Power Corporation
	 	 	0.0076	 	 	 	1,783,140	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0007	 	 	 	25,297	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 
	Arizona Public Service Company
	 	 	0.0058	 	 	 	1,346,022	 	 	 	0.0038	 	 	 	(45,664	)	 	 	0.0038	 	 	 	(186,780	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0003	 	 	 	(911	)	 	 	0.0003	 	 	 	(4,925	)	 	 	 	 	 	 	 	 	 	 	0.0050	 	 	 	294,274	 	 	 	 	 	 	 	 	 
	New Energy Inc.
	 	 	0.0023	 	 	 	545,416	 	 	 	0.0054	 	 	 	(64,990	)	 	 	0.0054	 	 	 	(265,827	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0015	 	 	 	(4,110	)	 	 	0.0015	 	 	 	(22,214	)	 	 	 	 	 	 	 	 	 	 	0.0164	 	 	 	971,440	 	 	 	 	 	 	 	 	 
	COTP / COTB
	 	 	0.0039	 	 	 	905,790	 	 	 	0.0441	 	 	 	(525,918	)	 	 	0.0441	 	 	 	(2,151,146	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0347	 	 	 	(92,713	)	 	 	0.0347	 	 	 	(501,112	)	 	 	 	 	 	 	 	 	 	 	0.0436	 	 	 	2,582,178	 	 	 	 	 	 	 	 	 
	Automated Power Exchange
	 	 	0.0033	 	 	 	769,530	 	 	 	0.0060	 	 	 	(70,992	)	 	 	0.006	 	 	 	(290,378	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0036	 	 	 	(9,637	)	 	 	0.0036	 	 	 	(52,066	)	 	 	 	 	 	 	 	 	 	 	0.0060	 	 	 	473,025	 	 	 	 	 	 	 	 	 
	American Electric Power Service Corporation
	 	 	0.0029	 	 	 	679,179	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0013	 	 	 	50,638	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 
	California Polar Power Brokers LLC
	 	 	0.0019	 	 	 	450,477	 	 	 	0.0007	 	 	 	(8,803	)	 	 	0.0007	 	 	 	(35,187	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0000	 	 	 	(88	)	 	 	0.0000	 	 	 	(475	)	 	 	 	 	 	 	 	 	 	 	0.0008	 	 	 	44,961	 	 	 	 	 	 	 	 	 
	City of Anaheim
	 	 	—	 	 	 	—	 	 	 	0.0017	 	 	 	(20,257	)	 	 	0.0017	 	 	 	(82,858	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0057	 	 	 	(15,150	)	 	 	0.0057	 	 	 	(81,884	)	 	 	 	 	 	 	 	 	 	 	0.0093	 	 	 	547,551	 	 	 	 	 	 	 	 	 
	Enron Power Marketing,
 Inc (1)
	 	 	—	 	 	 	—	 	 	 	0.0351	 	 	 	(418,321	)	 	 	0.0351	 	 	 	(1,711,045	)	 	 	 	 	 	 	 	 	 	 	0.0213	 	 	 	822,201	 	 	 	0.0141	 	 	 	(37,636	)	 	 	0.0141	 	 	 	(203,433	)	 	 	 	 	 	 	 	 	 	 	0.0308	 	 	 	1,824,795	 	 	 	 	 	 	 	 	 
	City of Riverside
	 	 	0.0004	 	 	 	90,254	 	 	 	0.0054	 	 	 	(64,392	)	 	 	0.0054	 	 	 	(263,379	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0078	 	 	 	(21,136	)	 	 	0.0078	 	 	 	(114,239	)	 	 	 	 	 	 	 	 	 	 	0.0085	 	 	 	505,773	 	 	 	 	 	 	 	 	 
	Minova Energy Partners, Inc
	 	 	0.0010	 	 	 	240,190	 	 	 	0.0002	 	 	 	(2,956	)	 	 	0.0002	 	 	 	(12,092	)	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	919	 	 	 	0.0000	 	 	 	—	 	 	 	0.0000	 	 	 	(3	)	 	 	 	 	 	 	 	 	 	 	0.0004	 	 	 	22,060	 	 	 	 	 	 	 	 	 
	City of Pasadena
	 	 	—	 	 	 	—	 	 	 	0.0007	 	 	 	(8,892	)	 	 	0.0007	 	 	 	(35,551	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0024	 	 	 	(8,538	)	 	 	0.0024	 	 	 	(36,336	)	 	 	 	 	 	 	 	 	 	 	0.0043	 	 	 	252,544	 	 	 	 	 	 	 	 	 
	Pacific Gas and Electric Energy Services Company
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0025	 	 	 	147,206	 	 	 	 	 	 	 	 	 
	Strategic Energy, LLC
	 	 	0.0007	 	 	 	157,027	 	 	 	0.0007	 	 	 	(8,773	)	 	 	0.0007	 	 	 	(35,885	)	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	934	 	 	 	0.0018	 	 	 	(4,738	)	 	 	0.0018	 	 	 	(25,611	)	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	2,345	 	 	 	 	 	 	 	 	 
	Sempra Energy Trading Corporation
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0015	 	 	 	87,132	 	 	 	 	 	 	 	 	 
	British Columbia Power Exchange Corporation
	 	 	—	 	 	 	—	 	 	 	0.0057	 	 	 	(67,730	)	 	 	0.0057	 	 	 	(277,035	)	 	 	 	 	 	 	 	 	 	 	0.0039	 	 	 	149,150	 	 	 	0.0001	 	 	 	(286	)	 	 	0.0001	 	 	 	(1,548	)	 	 	 	 	 	 	 	 	 	 	0.0051	 	 	 	302,234	 	 	 	 	 	 	 	 	 
	Sacramento Municipal Utility District
	 	 	—	 	 	 	—	 	 	 	0.0008	 	 	 	(10,010	)	 	 	0.0008	 	 	 	(40,943	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0000	 	 	 	(66	)	 	 	0.0000	 	 	 	(354	)	 	 	 	 	 	 	 	 	 	 	0.0020	 	 	 	116,516	 	 	 	 	 	 	 	 	 
	MDAS INTERTIE ID
	 	 	0.0002	 	 	 	43,856	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 
	El Paso Power Services Company
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0021	 	 	 	81,374	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 
	City of Banning
	 	 	0.0001	 	 	 	24,309	 	 	 	0.0004	 	 	 	(4,751	)	 	 	0.0004	 	 	 	(19,434	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0006	 	 	 	(1,622	)	 	 	0.0006	 	 	 	(8,788	)	 	 	 	 	 	 	 	 	 	 	0.0006	 	 	 	37,159	 	 	 	 	 	 	 	 	 
	City of Azusa
	 	 	0.0000	 	 	 	6,295	 	 	 	0.001	 	 	 	(12,264	)	 	 	0.0010	 	 	 	(50,184	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0011	 	 	 	(2,858	)	 	 	0.0011	 	 	 	(15,446	)	 	 	 	 	 	 	 	 	 	 	0.0011	 	 	 	65,509	 	 	 	 	 	 	 	 	 
	Western Area Power Admin.-Redding
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0004	 	 	 	16,368	 	 	 	0.0001	 	 	 	(324	)	 	 	0.0001	 	 	 	(1,751	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 
	City of Seattle, City Light Department
	 	 	—	 	 	 	—	 	 	 	0.0004	 	 	 	(5,198	)	 	 	0.0004	 	 	 	(21,280	)	 	 	 	 	 	 	 	 	 	 	0.0001	 	 	 	3,505	 	 	 	0.0001	 	 	 	(170	)	 	 	0.0001	 	 	 	(918	)	 	 	 	 	 	 	 	 	 	 	0.0004	 	 	 	25,921	 	 	 	 	 	 	 	 	 
	Louisville Gas and Electric Company
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	1,449	 	 	 	 	 	 	 	 	 
	Transalta Energy Marketing Inc.
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0001	 	 	 	2,979	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 
	Reliant Energy Services, Inc.
	 	 	—	 	 	 	—	 	 	 	0.0000	 	 	 	(1	)	 	 	0.0000	 	 	 	(2	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0000	 	 	 	(1	)	 	 	0.0000	 	 	 	(4	)	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	1,296	 	 	 	 	 	 	 	 	 
	Puget Sound Energy
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	524	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	PECO Energy Company
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	292	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	Constellation Power Source Inc.
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	172	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	City of Burbank, Public Service Department
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	48	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	Turlock Irrigation District
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	25	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	PP&L Montana
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	9	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	Public Service Company of Colorado
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	8	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	Public Service Company of New Mexico
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	5	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	Arizona Electric Power
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	4	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	Entergy-Koch Energy Trading, Inc.
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	2	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	Calpine Energy Services, LP
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0000	 	 	 	(26	)	 	 	0.0000	 	 	 	(138	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	Williams Energy Marketing and Trading
	 	 	—	 	 	 	—	 	 	 	0.0000	 	 	 	(252	)	 	 	0.0000	 	 	 	(1,030	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0000	 	 	 	(24	)	 	 	0.0000	 	 	 	(130	)	 	 	 	 	 	 	 	 	 	 	0.0000	 	 	 	627	 	 	 	 	 	 	 	 	 
	Northern California Power Agency
	 	 	—	 	 	 	—	 	 	 	0.0014	 	 	 	(16,297	)	 	 	0.0014	 	 	 	86,857	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0015	 	 	 	(4,000	)	 	 	0.0015	 	 	 	(21,620	)	 	 	 	 	 	 	 	 	 	 	0.0013	 	 	 	77,544	 	 	 	 	 	 	 	 	 
	PacifiCorp
	 	 	—	 	 	 	—	 	 	 	0.0010	 	 	 	(12,151	)	 	 	0.0010	 	 	 	(49,702	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0002	 	 	 	(508	)	 	 	0.0002	 	 	 	(2,745	)	 	 	 	 	 	 	 	 	 	 	0.0009	 	 	 	52,838	 	 	 	 	 	 	 	 	 
	Coral Power, LLC
	 	 	—	 	 	 	—	 	 	 	0.0009	 	 	 	(11,152	)	 	 	0.0009	 	 	 	(45,814	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0014	 	 	 	(3,627	)	 	 	0.0014	 	 	 	(19,603	)	 	 	 	 	 	 	 	 	 	 	0.0009	 	 	 	53,446	 	 	 	 	 	 	 	 	 
	City of Vernon
	 	 	—	 	 	 	—	 	 	 	0.0052	 	 	 	(62,128	)	 	 	0.0052	 	 	 	(254,113	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0058	 	 	 	(14,921	)	 	 	0.0058	 	 	 	(80,880	)	 	 	 	 	 	 	 	 	 	 	0.0050	 	 	 	293,973	 	 	 	 	 	 	 	 	 
	Idaho Power Company
	 	 	—	 	 	 	—	 	 	 	0.0009	 	 	 	(10,401	)	 	 	0.0009	 	 	 	(42,545	)	 	 	 	 	 	 	 	 	 	 	0.0006	 	 	 	23,618	 	 	 	0.0004	 	 	 	(1,035	)	 	 	0.0004	 	 	 	(5,597	)	 	 	 	 	 	 	 	 	 	 	0.0005	 	 	 	29,958	 	 	 	 	 	 	 	 	 
	Dynegy Power Marketing, Inc.
	 	 	—	 	 	 	—	 	 	 	0.0018	 	 	 	(21,283	)	 	 	0.0018	 	 	 	(87,052	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0009	 	 	 	(2,489	)	 	 	0.0009	 	 	 	(13,340	)	 	 	 	 	 	 	 	 	 	 	0.0015	 	 	 	88,823	 	 	 	 	 	 	 	 	 
	Western Area Power Administration (WAPA/WAMP)
	 	 	—	 	 	 	—	 	 	 	0.0051	 	 	 	(61,218	)	 	 	0.0051	 	 	 	(250,399	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0060	 	 	 	(16,089	)	 	 	0.0060	 	 	 	(86,854	)	 	 	 	 	 	 	 	 	 	 	0.0040	 	 	 	236,368	 	 	 	 	 	 	 	 	 
	California Department of Water Resources — (SWP)
	 	 	—	 	 	 	—	 	 	 	0.0391	 	 	 	(466,254	)	 	 	0.0391	 	 	 	(1,907,103	)	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	0.0131	 	 	 	(34,957	)	 	 	0.0131	 	 	 	(188,943	)	 	 	 	 	 	 	 	 	 	 	0.0341	 	 	 	2,019,960	 	 	 	 	 	 	 	 	 
	LESS: Enron Power Marketing, Inc. allocation 1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(822,201	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(822,291	)	 	 	 	 	 	 	(1,824,795	)	 	 	 	 	 	 	(2,846,986	)
	Net Total Allocated Refund of Refund
	 	 	 	 	 	 	233,990,533	 	 	 	 	 	 	 	(11,930,403	)	 	 	 	 	 	 	(48,796,536	)	 	 	 	 	 	 	173,261,595	 	 	 	 	 	 	 	37,691,774	 	 	 	 	 	 	 	(2,872,883	)	 	 	 	 	 	 	(14,452,310	)	 	 	 	 	 	 	20,565,576	 	 	 	 	 	 	 	57,339,205	 	 	 	 	 	 	 	251,186,376	 





1. Enron’s share of 2,646,996 is moved to California Parties account and not included in Net Total
Allocated Refunds.



2. Additional relief of $259 million cash will be allocated to California Parties and is not
reflected in this matrix.



3. Oct 2 — Jan 17 Refunds’ include PX DA/DO Refunds through January 31, 2001.



4. A participant who owes to the market refunds or payables according to Exhibits ISO-30 and
CPX-51 in the EL 00-95 (phase II) proceeding shall receive a deemed distribution by off-set of the
payables or refunds it is determined to owe to the ISO and/or PX.



5. The allocation of gas and emission adders will be subject to true up based on a final order on
rehearing or appeal regarding the allocation of such costs. Participants who owe gas or emissions
adders that exceed their refunds will not be required to pay such excess until the date FERC
requires participants to pay gas
and emissions in the Refund Proceeding.



6. SCE and SDG&E shares in the refund period (October 2, 200 to January 17, 2001) require the
adjustment for SDG&E’s 20% ownership of SONGS (2.35% increase in SCE’s share and 2.35% decreases in
SDG&E’s share) through the Cal Parties Refund Escrow instructions. This results in an adjustment
of $5,496,778 which SCE’s share is
increased to $64,643,185 and SDG&E’s share is decreased to $21,572,341 at Column AG.



7. Allocation percentages rounded to four decimal (for display purposes only).





B-2










 





EXHIBIT C

Settlement and Release of Claims Agreement




DEEMED DISTRIBUTION PARTICIPANTS




Pacific Gas and Electric Company

British Columbia Power Exchange Corporation

Sempra Energy Trading Corporation

Puget Sound Energy

El Paso Power Services Company

Idaho Power Company

City of Pasadena

Transalta Energy Marketing Inc.

Constellation Power Source Inc.

Automated Power Exchange

PECO Energy Company

Western Area Power Admin.-Redding





C-1









 








EXHIBIT D

Settlement and Release of Claims Agreement




LOCAL GOVERNMENTAL PARTIES’ ALLOCATION MATRIX




	 	 	 	 	 
	The City and County of San Francisco
	 	$	666,666.00	 
	The City of Oakland;
	 	$	666,667.00	 
	The County of Santa Clara
	 	$	666,667.00	 
	The County of Contra Costa;
	 	$	666,667.00	 
	Valley Center Municipal Water District
	 	$	245,673.12	 
	Padre Dam Municipal Water District
	 	$	126,007.28	 
	Ramona Municipal Water District
	 	$	164,702.82	 
	Helix Water District
	 	$	105,115.07	 
	Vista Irrigation District
	 	$	48,175.90	 
	Yuima Municipal Water District
	 	$	81,285.11	 
	Fallbrook Public Utility District
	 	$	46,187.56	 
	Borrego Water District
	 	$	34,762.60	 
	Metropolitan Transit Development Board
	 	$	—	 
	San Diego Trolley, Inc.
	 	$	—	 
	San Diego Transit Corporation
	 	$	—	 
	Sweetwater Authority
	 	$	81,423.54	 
	 
	 	 	 	 
	Total
	 	$	3,600,000.00	 






D-1









 





EXHIBIT E

Settlement and Release of Claims Agreement




NOTICE REQUIREMENTS




INDIVIDUALS AND ADDRESSES FOR NOTICE



(See Section 15.1)



If to the Reliant Parties:



Michael L. Jines

Senior Vice President, General Counsel and Corporate Secretary

Reliant Energy, Inc.

12th Floor

1000 Main Street

Houston, TX 77002

Telephone: (713) 497-7465

Facsimile: (713) 497-0116

E-Mail: mjines@reliant.com




With a copy to:



Jerry J. Langdon

Executive Vice President, Public & Regulatory Affairs

and Corporate Compliance Officer

Reliant Energy, Inc.

1000 Main Street

Houston, TX 77002

Telephone: (713) 497-3014

Facsimile: (713) 497-9131

E-Mail: jlangdon@reliant.com




If to OMOI:



Robert Pease

Office of Market Oversight and Investigations

Federal Energy Regulatory Commission

888 1st Street, NE

Washington, DC 20426

Telephone: (202) 502-8131

Facsimile: (202) 208-0057

E-Mail: Robert.Pease@ferc.gov




With a copy to:



Lee Ann Watson

Office of Market Oversight and Investigations

Federal Energy Regulatory Commission

888 1st Street, NE

Washington, DC 20426

Telephone: (202) 502-6317

Facsimile: (202) 208-0057

E-Mail: LeeAnn.Watson@ferc.gov




E-1









 





If to PG&E:



Joshua Bar-Lev

Physical address:

PG&E Legal Department

77 Beale Street

San Francisco, CA 94120

Mailing address:

Mail Code B30A

P.O. Box 7442

San Francisco, CA 94120-7442

Telephone: 415 973-4507

Facsimile: (415) 973-5520

E-Mail: jxb7@pge.com



With a copy to:



Stan Berman

Heller Ehrman LLP

701 Fifth Avenue, Suite 6100

Seattte, WA 98104-7098

Telephone: (206) 389-4276

Facsimile: (206) 515-8927

E-Mail: sberman@hewm.com




If to SCE:



Russell Swartz

Southern California Edison Company

2244 Walnut Grove Avenue

Rosemead, CA 91770

Telephone: (626) 302-3925

Facsimile: (626) 302-1904

E-Mail: russell.swartz@sce.com



With a copy to:



Richard Roberts

Steptoe & Johnson LLP

1330 Connecticut Avenue, N.W.

Washington, DC 20036-1795

Telephone: (202) 429-6756

Facsimile: (202) 429-3902

E-Mail: rroberts@steptoe.com




If to SDG&E:



Don Garber

San Diego Gas & Electric Company

101 Ash Street

San Diego, CA 92101-3017

Telephone: (619) 699-5027

Facsimile: (619) 696-4539

E-Mail: dgarber@sempra.com




E-2









 





If to California Attorney General:



Ken Alex

Supervising Deputy Attorney General

Attorney General’s Office

California Department of Justice

P.O. Box 70550

1515 Clay St., 20th Fl.

Oakland, CA 94612-0550

Telephone: (510) 622-2137

Facsimile: (510) 622- 2270

E-Mail: ken.alex@doj.ca.gov




if to CERS:



Peter S. Garris

Deputy Director

California Department of Energy Resources Scheduling

3310 El Camino Avenue, Suite 120

Sacramento, CA 95821

Telephone: (916) 574-2733

Facsimile: (916) 574-0301

E-Mail: pgarris@water.ca.gov



With a copy to:



Nancy Saracino

Office of the Chief Counsel

1416 Ninth Street, Room 1118

Sacramento, CA 95814

Telephone: (916) 653-7084

Facsimile: (916) 654-9822

E-Mail: nsaracin@water.ca.gov




If to CEOB:



Erik Saltmarsh

California Electricity Oversight Board

770 L Street, Suite 1250

Sacramento, CA 95814

Telephone: (916) 322-8601

Facsimile: (916) 322-8591

E-Mail: esaltmarsh@eob.ca.gov




If to CPUC:



Elizabeth McQuillan

California Public Utilities Commission

Legal Division, Room 4107-12

505 Van Ness Avenue

San Francisco, CA 94102

Telephone: (415) 703-1471

Facsimile: (415) 703-2262

E-Mail: emm@cpuc.ca.gov




E-3









 





If to Oregon Attorney General:



Caren Rovics

Senior Assistant Attorney General

Oregon Department of Justice

1162 Court Street NE

Salem, OR 97310-4096

Telephone: (503) 947-4333

Facsimile: (503) 378-5017

E-Mail: caren.rovics@doj.state.or.us




If to Washington Attorney General:



Brady R. Johnson, Assistant Attorney General

Office of the Washington Attorney General

900 Fourth Avenue, Suite 2000 TB14

Seattle, WA 98164

Telephone: (206) 389-2848

Facsimile: (206) 587-5636

E-Mail: BradyJ@ATG.WA.GOV




If to the California Class::



Frank J. Janecek

Lerach Coughlin Stoia Geller Rudman & Robbins LLP

655 West Broadway, Suite 1900

San Diego, CA 92101-3301

Telephone: (619) 231-1058

Facsimile: (619) 231-7423

E-Mail: FRANKJ@lerachlaw.com




If to Egger Class:



Matthew J. Zevin

Stanley, Mandel & Iola, L.L.P.

550 West C Street, Suite 1600

San Diego, California 92101

Telephone: (619) 235-5306

Facsimile: (815) 377-8419

E-Mail: mzevin@smi-law.com




If to the Local Governmental Parties:



Frank J. Janecek

Lerach Coughlin Stoia Geller Rudman & Robins LLP

655 West Broadway, Suite 1900

San Diego, CA 92101-3301

Telephone: (619) 231-1058

Facsimile: (619) 231-7423

E-Mail: FRANKJ@lerachlaw.com




E-4









 





EXHIBIT F

Settlement and Release of Claims Agreement




FORM OF NOTICE OF ELECTION TO PARTICIPATE IN SETTLEMENT



[CAPTION]




NOTICE OF ELECTION



TO PARTICIPATE IN



SETTLEMENT




     Pursuant to Section 9.1 of the Settlement and Release of Claims Agreement (the “Agreement”)
dated October ___, 2005 by and among the Reliant Parties, OMOI, the California Parties, the
Additional claimants,1 and others,                                                              hereby gives notice
that it elects to become an Opt-In Participant.                                                              states that it is a
Market Participant and acknowledges that, by such election, it will have the applicable rights and
obligations under the Agreement as an Opt-In Participant, but shall not be a Party or a Settling
Claimant.



     Electronic copies of this notice are being served on each person designated on (i) the
ListServ established for FERC Docket Nos. EL00-95, et al. and (ii) the ListServ established for
FERC Docket Nos. EL03-180, et al.



Respectfully submitted,






 




			
	1	 	Capitalized terms in this notice have the
meaning provided in the Agreement.




F-1









 










CERTIFICATE OF SERVICE




     I hereby certify that I have this day served an electronic copy of the foregoing document upon
each person designated on the ListServs established in Docket Nos. EL00-95, et al., EL03-137, et
al., and EL03-180, et al., and served a paper copy via first class mail upon each person designated
on the official service list compiled by the Secretary in Docket No. EL03-59.



     Dated at Washington, D.C. this 14th day of October, 2005.



	 	 	 	 	 
	 	 	 
	 	                              /s/ Joseph E. Stubbs
 	 
	 	Joseph E. Stubbs 	 
	 	Steptoe & Johnson LLP

1330 Connecticut Avenue, N.W.

Washington, D.C. 20036

(202) 429-6463 	 
	 




F-2









 





EXHIBIT G

Settlement and Release of Claims Agreement




RELIANT CORPORATE CREDIT AND DEBT AGREEMENTS REFERENCED IN

SECTION 11.4.2





	•	 	Two Indentures dated as of July 1, 2003 among Reliant Energy, Inc., a Delaware
corporation (the “Company”), the Guarantors and Wilmington Trust Company, as Trustee, and
the First Supplemental Indenture, dated as of December 22, 2004, among the Company, the
Guarantors and Wilmington Trust Company, as trustee
	 
	•	 	Second Amended and Restated Credit and Guaranty Agreement, dated as of December 22,
2004, by and among Reliant Energy, Inc., (the “Company”) and the other Loan parties
referred to therein; the Lenders referred to therein; Bank of America, N.A., as
Administrative Agent and as Collateral Agent; Barclays Bank, PLC and Deutsche Bank
Securities Inc., as syndication agents for the Lenders; and Goldman Sachs Credit Partners
L.P. and Merrill Lynch Capital Corporation, as documentation agents for the Lenders
	 
	•	 	Guarantees issued by Reliant Energy, Inc. of Pennsylvania Economic Development Financing
Authority Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project)
	 
	•	 	Credit and Guaranty Agreement dated as of October [7], 2005, by and among Reliant
Energy, Inc., (the “Company”) and other Loan parties referred to therein; the Lenders
referred to therein, and Deutsche Bank AG, New York Branch, as Administrative Agent.
	 
	•	 	Note that all of the above are covered by a single Security Agreement dated as of July
1, 2003, as amended, and are subject to a Collateral Trust Agreement dated as of July 1,
2003






G-1









 








EXHIBIT H

Settlement and Release of Claims Agreement




LETTER AGREEMENT REGARDING REPAYMENT OF CLASS ACTION

ATTORNEYS’ FEES



The law firm of                      agrees to repay $                     in fees, and $                     in
costs if the attorneys’ fee and cost order dated                      in [case name] is reduced (to the
extent of any such reduction) or overturned on appeal within ten calendar days of the order on
appeal. This law firm also agrees to be subject to the jurisdiction of the San Diego Superior
Court in this matter and agrees that failure to repay fees and costs may be enforced by motion.
I am authorized to sign this agreement on behalf of the principals (partners, shareholders,
etc.) of the above-named law firm.




	 	 	 
	 

[name]

	 	 







H-1