as of September 24, 2006 (as amended and restated from time-to-time thereafter) (the“CSRA”), which credit support has been and continues to be beneficial to the Reliant Retailbusiness;          WHEREAS, Plaintiffs contend that Defendants have committed a breach of the CSRA resulting inthe occurrence of an Event of Default, as defined therein, which breach is denied by Defendants;          WHEREAS, Plaintiffs initiated the Litigation against Defendants in the Supreme Court of theState of New York, County of New York (the “Court”), on December 24, 2008 seeking, amongother things, a declaratory judgment declaring that Defendants have committed a breach of the CSRAresulting in the occurrence of an Event of Default thereunder;          WHEREAS, in connection with NRG Energy, Inc.’s discussions with Reliant Energy, Inc. regardingthe Transaction, Reliant Energy, Inc., MLCI and ML&C have engaged in discussions concerning themanner of operation of the CSRA during the period between the signing and closing of the PurchaseAgreement, to be memorialized in an agreement among Reliant Energy, Inc. and/or it affiliates, MLCIand ML&C (the “Interim Agreement”);          WHEREAS, in connection with NRG Energy, Inc.’s discussions with Reliant Energy, Inc. regardingthe Transaction, NRG Energy, Inc., MLCI and ML&C have engaged in discussions to determine the terms(“Acceptable Terms”) under which MLCI and ML&C would continue to supply credit support to theReliant Retail business for an agreed period following the acquisition of the Reliant Retailbusiness by NRG Energy, Inc. or an affiliate (the “New CSRA Arrangement”), to be exhibitedto a letter
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agreement between NRG Energy, Inc. and MLCI (the “NRG/ML Letter Agreement”);          WHEREAS, NRG Energy, Inc. and Reliant Energy, Inc. believe that sufficient progress has beenmade toward finalization of the Purchase Agreement, Reliant Energy, Inc., MLCI and ML&C believethat sufficient progress has been made toward finalization of the Interim Agreement, and NRGEnergy, Inc., MLCI and ML&C believe that sufficient progress has been made in the negotiation ofAcceptable Terms, that it is in their mutual interests to ensure that the conduct of the Litigationdoes not imperil the negotiation and consummation of the Transaction;          NOW THEREFORE, Plaintiffs and Defendants agree as follows:          1. If, and only if, Reliant Energy, Inc. and NRG Retail LLC execute the Purchase Agreement onor before March 1, 2009 (the actual date of such execution hereinafter referred to as the“Execution Date”), then immediately upon being advised of (i) the Execution Date and(ii) the execution of the Interim Agreement, Plaintiffs and Defendants shall enter into and jointlyfile with the Court a stipulation in the Litigation, in the form attached hereto as Exhibit A (the“Joint Stipulation to Stay Litigation”), providing that the Litigation be placed on theCourt’s Suspense Docket and further providing that the Litigation be removed from the SuspenseDocket and reactivated upon notification by either Plaintiffs or Defendants that one or moreenumerated contingencies permitting reactivation of the Litigation has occurred.          2. If, notwithstanding the execution of the Joint Stipulation to Stay Litigation, the Courtdeclines to place the Litigation on the Suspense Docket or otherwise stay the progress of theLitigation, then, pending the occurrence of the contingency set forth in Paragraph 3 of thisAgreement, Plaintiffs shall be entitled to and may continue to
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prosecute the Litigation actively in all respects, and Defendants shall be entitled to and maycontinue to defend the Litigation actively in all respects, except that, pending the occurrence ofany of the contingencies set forth in clauses (i) through (v) of Paragraph 5 of this Agreement,neither Plaintiffs nor Defendants will seek to enforce any ruling on the merits in their favor orany award of judgment in their favor with respect to the Litigation.          3. If, on or before June 1, 2009, or, if the contingency set forth in Paragraph 4 issatisfied, July 1, 2009 (the “Closing Deadline”), the New CSRA Arrangement is reduced to anexecuted writing and NRG Energy, Inc. or an affiliate completes the acquisition of Reliant Retailpursuant to the terms of the Purchase Agreement as they existed on the date of execution of thisAgreement, except as those terms may have been amended with the prior written consent ofPlaintiffs, which consent shall not have been unreasonably withheld or delayed (collectively,“Deal Completion”), then, upon being informed of Deal Completion, Plaintiffs and Defendantsshall immediately jointly file with the Court a stipulation and release in the form annexed heretoas Exhibit B effecting the dismissal with prejudice of the Litigation, without costs or liabilityin any party against any other and providing mutual releases with respect to the subject matter ofthe Litigation.          4. The Closing Deadline may be extended until not later than July 1, 2009 if Deal Completiondoes not occur on or before June 1, 2009, and, on or before June 1, 2009, NRG Energy, Inc.certifies to Plaintiffs in writing that the reason the Purchase Agreement has not closed is thatdespite using commercially reasonable efforts, NRG Energy, Inc. and Reliant Energy, Inc. have beenunable to obtain all required
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regulatory approvals for the sale of the Reliant Retail business to NRG Energy, Inc. or anaffiliate.          5. If the Joint Stipulation for Stay of Litigation has been executed and the Court has placedthe Litigation on its Suspense Docket or otherwise stayed the progress of the Litigation, eitherPlaintiffs or Defendants can request that the Litigation be removed from the Suspense Docket andreturned to the Court’s Active Docket or otherwise be returned to active status by affirming to theCourt that one or more of the following has occurred:               (i) either party thereto terminates or purports to terminate the Purchase Agreement;               (ii) the Purchase Agreement is modified or amended without the prior written consent of MLCI,which consent shall not be unreasonably withheld or delayed;               (iii) the NRG/ML Letter Agreement is terminated;               (iv) the Purchase Agreement is not closed by the Closing Deadline;               (v) the New CSRA Arrangement is not reduced to an executed writing at or prior to the closingof the Purchase Agreement.          6. Upon the occurrence of any of the contingencies set forth in Paragraph 5 of this Agreement,Plaintiffs and Defendants shall cease to operate under any constraints with respect to theprosecution and defense of the Litigation.          7. For the avoidance of doubt, this Agreement shall have no effect at all upon the conduct ofthe Litigation or the rights of Plaintiffs and Defendants with
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respect thereto unless and until both (i) the Purchase Agreement is executed by ReliantEnergy, Inc. and NRG Energy, Inc. or an affiliate on or before March 1, 2009, and (ii) the InterimAgreement is executed.          8. This Agreement is governed by the laws of the State of New York, without giving effect tothe conflict of laws principles thereof. Any dispute relating to this Agreement shall be submittedfor disposition solely to the Court, which shall have exclusive jurisdiction of any and alldisputes arising out of or relating to this Agreement. Each party agrees that venue in the Courtfor purposes of such a dispute is proper and convenient, and each party waives any objection tovenue and any right, on any basis whatsoever, to seek to change or otherwise challenge venue. Theparty seeking disposition of a dispute shall request or otherwise undertake that the matter bereferred to the Justice before whom the Litigation is then, or if the same has been dismissed, mostrecently was, pending.          9. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGALPROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
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           Merrill Lynch Commodities, Inc.   Merrill Lynch & Co., Inc.             By: /s/ Dennis Albrecht Name: Dennis Albrecht   By: /s/ Marlene Debel Name: Marlene Debel    Title: Managing Director, COO     Title             Reliant Energy Power Supply, LLC   RERH Holdings, LLC             By: /s/ Lloyd A. Whittington Name: Lloyd A. Whittington   By: /s/ Lloyd A. Whittington Name: Lloyd A. Whittington    Title: Vice President and Treasurer     Title: Assistant Treasurer             Reliant Energy Retail Holdings, LLC   Reliant Energy Retail Services, LLC             By: /s/ Lloyd A. Whittington Name: Lloyd A. Whittington   By: /s/ Lloyd A. Whittington Name: Lloyd A. Whittington    Title: Assistant Treasurer     Title: Vice President and Treasurer             RE Retail Receivables, LLC   Reliant Energy Solutions East, LLC             By: /s/ Lloyd A. Whittington Name: Lloyd A. Whittington   By: /s/ Lloyd A. Whittington Name: Lloyd A. Whittington    Title: Assistant Treasurer     Title: Vice President and Treasurer  
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**(Exhibit A to Stay Agreement)**SUPREME COURT OF THE STATE OF NEW YORK