Exhibit 2.4
 Execution Copy
 LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT
 by and between
 RELIANT ENERGY, INC.
 and
 NRG RETAIL LLC
 Dated as of February 28, 2009
 
 ***
    
    The confidential content of this Exhibit 2.4 has been omitted and filed separately with
the Securities and      Exchange Commission. Confidential treatment has been requested with respect
to the omitted          portions.




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TABLE OF CONTENTS
 ARTICLE I DEFINITIONS
    
    
    
    1Section 1.1 Defined Terms
    
    
    
    1Section 1.2 Interpretation
    
    13ARTICLE II PURCHASE AND SALE OF SUBJECT MEMBERSHIP INTERESTS
    
    14Section 2.1 Sale and Transfer of Company Interests
    
    14Section 2.2 The Purchase Price
    
    14Section 2.3 Allocation of the Purchase Price
    
    14ARTICLE III THE CLOSING
    
    15Section 3.1 Closing
    
    15Section 3.2 Deliveries by the Seller
    
    16Section 3.3 Deliveries by the Purchaser
    
    18ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER
    
    18Section 4.1 Organization and Qualification
    
    19Section 4.2 Capitalization; Subsidiaries
    
    19Section 4.3 Authority; Non-Contravention; Statutory Approvals; Compliance
    
    20Section 4.4 Permits
    
    22Section 4.5 SellerSec Reports; Financial Statements
    
    22Section 4.6 Absence of Certain Changes or Events; Absence of Undisclosed Liabilities
    
    22Section 4.7 Litigation
    
    23Section 4.8 Tax Matters
    
    23Section 4.9 Employee Benefits; ERISA
    
    24Section 4.10 Labor and Employment
    
    26Section 4.11 Regulation as a Utility
    
    27Section 4.12 Insurance
    
    27Section 4.13 Real Property
    
    28Section 4.14 Affiliate Contracts
    
    28Section 4.15 Brokers or Finders
    
    28Section 4.16 Material Contracts
    
    28Section 4.17 Intellectual Property
    
    30Section 4.18 Environmental
    
    34Section 4.19 Sufficiency of Assets
    
    35Section 4.20 Load and Supply Positions
    
    35Section 4.21 MSA Claims
    
    36Section 4.22 REST and RETR
    
    36Section 4.23 Compliance with Trust Documents
    
    36Section 4.24 Limitation on Representations and Warranties
    
    36ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
    
    37
 i




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Section 5.1 Organization and Qualification
    
    37Section 5.2 Authority; Non-Contravention; Statutory Approvals; Compliance
    
    37Section 5.3 Litigation
    
    38Section 5.4 Investigation by the Purchaser; the Sellers Liability
    
    38Section 5.5 Acquisition of Company Interests for Investment; Ability to Evaluate and Bear Risk
    
    39Section 5.6 Financing
    
    40Section 5.7 Brokers or Finders
    
    40Section 5.8 Guarantee
    
    40Section 5.9 New Merrill Lynch Agreement Commitment Letter
    
    40ARTICLE VI CONDUCT OF BUSINESS PENDING THE CLOSING
    
    41Section 6.1 Covenants of the Seller
    
    41Section 6.2 Covenants of the Purchaser
    
    45ARTICLE VII ADDITIONAL AGREEMENTS
    
    46Section 7.1 Access to Subject Companies Information
    
    46Section 7.2 Confidentiality
    
    47Section 7.3 Regulatory Matters
    
    47Section 7.4 Consents
    
    48Section 7.5 Public Announcements
    
    48Section 7.6 Employee Matters
    
    49Section 7.7 Tax Matters
    
    53Section 7.8 Financial Information
    
    57Section 7.9 Termination of Affiliate Contracts
    
    57Section 7.10 Intentionally Omitted
    
    57Section 7.11 Sellers Name
    
    57Section 7.12 Further Assurances
    
    58Section 7.13 Payments in Respect of Closing Working Capital; Accounts Settlement; Excluded Liabilities Waiver
    
    58Section 7.14 Transition Services Agreement
    
    61Section 7.15 Computer Systems
    
    61Section 7.16 Insurance
    
    62Section 7.17 Non-Solicitation
    
    63Section 7.18 Non-Compete
    
    63Section 7.19 Transfer of the Sellers Interest in RESE and Certain Assets Held by RE Supply
    
    65Section 7.20 Transfer of Certain Assets to the Subject Companies
    
    65Section 7.21 Performance of Obligations under Master Separation Agreement
    
    66Section 7.22 REST and RETR
    
    68Section 7.23 Merrill Lynch New Agreement
    
    69ARTICLE VIII CONDITIONS
    
    70Section 8.1 Conditions to Each Partys Obligation to Effect the Closing
    
    70Section 8.2 Conditions to Obligation of the Purchaser to Effect the Closing
    
    71
 ii




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Section 8.3 Conditions to Obligation of the Seller to Effect the Closing
    
    72ARTICLE IX TERMINATION
    
    72Section 9.1 Termination
    
    72Section 9.2 Effect of Termination
    
    73ARTICLE X INDEMNIFICATION
    
    74Section 10.1 Survival
    
    74Section 10.2 Indemnification
    
    75Section 10.3 Limitations
    
    76Section 10.4 Mitigation; Subrogation
    
    77Section 10.5 Indemnification Process
    
    78Section 10.6 Exclusive Remedy
    
    79Section 10.7 Purchase Price Adjustment
    
    80Section 10.8 [***]
    
    80ARTICLE XI GENERAL PROVISIONS
    
    80Section 11.1 Amendment and Modification
    
    80Section 11.2 Extension; Waiver
    
    80Section 11.3 Expenses
    
    80Section 11.4 Notices
    
    80Section 11.5 Entire Agreement; No Third Party Beneficiaries
    
    81Section 11.6 Severability
    
    81Section 11.7 Applicable Law; Jurisdiction
    
    82Section 11.8 Waiver of Jury Trial
    
    82Section 11.9 Specific Performance
    
    82Section 11.10 Assignment
    
    83Section 11.11 Counterparts; Effect
    
    83Section 11.12 Bulk Sales Waiver
    
    83Exhibit A  Form of Assignment AgreementExhibit B-1  Seller Knowledge PersonsExhibit B-2  Purchaser Knowledge PersonsExhibit C  Form of Trademark Assignment AgreementExhibit D  Form of Intellectual Property Assignment AgreementExhibit E  Form of IP License AgreementExhibit F  Form of Transition Services AgreementExhibit G  Form of Seller Bring-Down CertificateExhibit H  Form of Assignment and Assumption AgreementExhibit I  Form of SubleaseExhibit J  Form of Assignment and Assumption Agreement  Excluded LiabilitiesExhibit K  Intentionally OmittedExhibit L  Intentionally OmittedExhibit M  Form of Purchaser Bring-Down CertificateExhibit N  NWC Estimate Example
 
 ***
    
    The confidential content of this Exhibit 2.4 has been omitted and filed separately with
the Securities and      Exchange Commission. Confidential treatment has been requested with respect
to the omitted          portions. iii




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Exhibit O  Settlement ProceduresExhibit P  Contribution Margin CalculationExhibit Q  Form of Bill of Sale and AssignmentExhibit R  Form of Advance Integration AgreementSchedule 7.13  Payments in Respect of Closing Working Capital
  iv




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INDEX OF DEFINED TERMS
 PageAction
    
    23Affiliate
    
    1Affiliate Contracts
    
    28Agreement
    
    1Allocation Notice of Objection
    
    15Annual Incentive Plans
    
    52Assumed Benefit Plans
    
    25Business Day
    
    2Business Employees
    
    2Change of Control
    
    65Closing
    
    15Closing Date
    
    16CNP Novation Agreement
    
    68COBRA
    
    2Code
    
    2Company
    
    1Company Interests
    
    1Confidentiality Agreement
    
    47Continuing Employees
    
    49Contribution Margin
    
    3Covenant Survival Period
    
    75Deductible Amount
    
    3Dollar
    
    3Encumbrances
    
    3Environmental Claim
    
    3Environmental Laws
    
    4ERCOT
    
    4ERISA
    
    25ERISA Affiliate
    
    25Exchange Act
    
    4Excluded Liability
    
    4Expert
    
    15FERC
    
    4Final Allocation Schedule
    
    15GAAP
    
    4General Solicitation
    
    63Governmental Authority
    
    4Hazardous Materials
    
    5HSR Act
    
    5Indemnified Party
    
    78Indemnifying Party
    
    78Information Technology Systems
    
    5Insurance Policies
    
    5
 v




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PageIntellectual Property
    
    5IP License Agreement
    
    16IRS
    
    5IT Trust
    
    5Knowledge
    
    5Law
    
    5Leases
    
    6Losses
    
    6Master Separation Agreement
    
    6Merrill Lynch
    
    6Merrill Lynch Agreement
    
    6Merrill Lynch Litigation
    
    6Merrill Lynch New Agreement
    
    6MSA Action
    
    66nonqualified deferred compensation plan
    
    26Parties
    
    6Party
    
    6Permitted Encumbrance
    
    7Person
    
    7Plans
    
    25Post-Closing Covenants
    
    75Pre-Closing Covenants
    
    75Proceeding
    
    82Proposed Allocation Schedule
    
    15Provider of Last Resort
    
    7PUCT
    
    7Purchase Price
    
    14Purchaser
    
    1Purchaser Disclosure Letter
    
    37Purchaser Indemnified Parties
    
    8Purchaser Material Adverse Effect
    
    8Purchaser Required Consents
    
    37Purchaser Required Statutory Approvals
    
    38Purchaser Savings Plan
    
    51Purchaser Termination Fee
    
    74RE Supply
    
    8RE Supply Transfer
    
    8Release
    
    8Reliant Names
    
    58Representatives
    
    46RERR
    
    8RESE
    
    9RESE/RERR Transfer
    
    9Restraints
    
    70Restricted Business
    
    63Retail Business
    
    9
 vi




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PageRetail Electric Provider
    
    9Retail Financial Statements
    
    22Retail Material Adverse Effect
    
    9Retail Properties
    
    28Retail Subsidiary
    
    10Retained Policies
    
    10SEC
    
    10Securities Act
    
    10Seller
    
    1Seller Affiliate Plan
    
    25Seller Affiliate Savings Plan
    
    51Seller Disclosure Letter
    
    18Seller Indemnified Parties
    
    11Seller Required Consents
    
    20Seller Required Statutory Approvals
    
    21Seller SEC Reports
    
    11Severance Plan
    
    52Significant Restricted Business
    
    65Source Code
    
    18Straddle Period
    
    54Subject Companies
    
    11Subject Company Permits
    
    22Subsidiary
    
    11Takeover Proposal
    
    12Tax
    
    12Tax Authority
    
    12Tax Indemnitor
    
    55Tax Return
    
    12Taxes
    
    12Termination Date
    
    73Texas Retail Licenses
    
    22Third Party Claim
    
    78Trademark Assignment
    
    16Trademark Trust
    
    13Trademarks
    
    13Transfer Taxes
    
    53Unresolved Allocation Changes
    
    15Violation
    
    20WARN Act
    
    27Welfare Benefits
    
    51
 vii




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LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT
 Agreement Seller Purchaser
 W I T N E S S E T H :
 Company Interests Company
    ARTICLE I
DEFINITIONS
 Defined Terms
 2009 Projections
 Action(s) Section 4.7
 Advance Integration Agreement
 Affiliate
 1




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##### 



provided however
 Affiliate Contracts Section 4.14
 Agreement
 Allegedly Infringing Products and Services
 Allocation Notice of Objection Section
2.3(a)
 Annual Incentive Plans Section 7.6(n)
 Applicable Guarantee
 Assumed Benefit Plans Section 4.9(a)
 Business Day
 Business Employees
 Change of Control Section 7.18(f)(i)
 Closing Section 3.1
 Closing Date Section 3.1
 COBRA
 Code
 Commitment Letter Section 5.9
 2




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Company
 Company Interests
  Comverge Agreement
 Confidentiality Agreement Section 7.2
 Continuing Employees Section 7.6(a)
 Contract
 Contribution Margin Exhibit P
 Covenant Survival Period Section
10.1(b)
 Deductible Amount
 Schedule 10.8
 Schedule 10.8
 Dollar
  Encumbrances
 Environmental Claim
 
 ***
    
    The confidential content of this Exhibit 2.4 has been omitted and filed separately with
the Securities and      Exchange Commission. Confidential treatment has been requested with respect
to the omitted          portions. 3




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##### 



Environmental Laws
 ERCOT
 ERISA Section 4.9(a)
 ERISA Affiliate Section 4.9(a)
  Exchange Act
 Excluded Liability Section 4.3(d) Section 7.19(ii) Section 7.19(iii)
 Expert Section 2.3(b)
 FERC
 Final Allocation Schedule Section
2.3(a)
 GAAP
 General Solicitation Section 7.17
 Governmental Authority
 Guarantee
 Guarantor
 
 ***
    
    The confidential content of this Exhibit 2.4 has been omitted and filed separately with
the Securities and      Exchange Commission. Confidential treatment has been requested with respect
to the omitted          portions. 4




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Hazardous Materials
 HSR Act
 Indemnified Party Section 10.5
 Indemnifying Party Section 10.5
 Information Technology Systems
 Insurance Policies Section 4.12
 Intellectual Property
 Intus Litigation
 IP License Agreement Section 3.2(e)
 IRS Section 4.9(a)
 IT Trust
 Knowledge Exhibit B-1 Exhibit B-2
 Law
 5




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Leases
 Losses
 Master Separation Agreement CenterPoint
 Material IP Contracts Section 4.17(c)
 Merrill Lynch
 Merrill Lynch Agreement
 Merrill Lynch Litigation
 Merrill Lynch New Agreement
 ML Arrangement Documents
 Nonqualified Deferred Compensation Plan Section 4.9(h)
 One Shoreline Liabilities
 Parties
 Party
 6




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Permitted Encumbrance provided however provided further however Section 1.1(a)
 Person
 PJM
 Plans Section 4.9(a)
 Post-Closing Covenants Section 10.1(b)
 Pre-Closing Covenants Section 10.1(b)
 Proceeding Section 11.7
 Proposed Allocation Schedule Section
2.3(a)
 Provider of Last Resort
 PUCT
 7




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Purchase Price Section 2.2
 Purchaser
 Purchaser Disclosure Letter ARTICLE V
 Purchaser Indemnified Parties
 Purchaser Material Adverse Effect
 Purchaser Required Consents Section
5.2(b)
 Purchaser Required Statutory Approvals Section 5.2(c)
 Purchaser Savings Plan Section 7.6(h)
 Purchaser Termination Fee Section
9.2(a)
 Purchasers Flex Plan Section 7.6(c)
 RE Supply
 RE Supply Transfer Section 7.19
 Release
 Reliant Names Section 7.11
 Representatives Section 7.1
 RERH
 RERR
 8




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RERS
 RESE
 RESE Transfer Section 7.19
 REST
  Restraints Section 8.1(a)
 Restricted Business Section 7.18(a)
 Retail Business
 Retail Business Intellectual Property Section 4.17(e)
 Retail Electric Provider
 Retail Financial Statements Section 4.5
 Retail Material Adverse Effect
 9




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Section 9.1
 Retail Properties Section 4.13
 Retail Subsidiary Sections 4.1 4.2(a) 4.3(b) 4.3(d) 4.4 4.6(a) 4.7 4.12 4.13 4.14 4.15 4.16 6.1 7.1 7.16
 Retained Policies
 RETR
 Section 8.2(i)
 Section 8.2(i)
 SEC
 Securities Act
 
 ***
    
    The confidential content of this Exhibit 2.4 has been omitted and filed separately with
the Securities and      Exchange Commission. Confidential treatment has been requested with respect
to the omitted          portions. 10




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Seller
 Seller Affiliate Plan Section 4.9(a)
 Seller Affiliate Savings Plan Section
7.6(h)
 Seller Disclosure Letter ARTICLE IV
 Seller Indemnified Parties
 Seller Required Consents Section 4.3(b)
 Seller Required Statutory Approvals Section
4.3(c)
 Seller SEC Reports
 Sellers Flex Plan Section 7.6(c)
 Sellers Risk Management Policy
 Severance Plan Section 7.6(k)
 Significant Restricted Business Section
7.18(f)(ii)
 Source Code Section 3.2(q)
 Straddle Period Section 7.7(b)
 Subject Companies
 Subject Company Permits Section 4.4
 Subsidiary
 11




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Sections 7.12 7.18(c)
 Takeover Proposal
 Tax Taxes
 Tax Authority
 Tax Indemnitor Section 7.7(e)(i)
 Tax Return
 Tendril
 Tendril Agreement
 12




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Termination Date Section 9.1(c)
 Texas Retail Licenses Section 4.4
 Third Party Claim Section 10.5(b)
 Trademark Assignment Section 3.2(c)
 Trademark Trust
 Trademarks Section 1.1(b)
 Transfer Taxes Section 7.7(a)
 Transferred Account Balances Section
7.6(c)
 Transition Services Agreement Section
3.2(f)
 Unresolved Allocation Changes Section
2.3(b)
 Violation Section 4.3(b)
 WARN Act Section 4.10(f)
 Welfare Benefits Section 7.6(i)
 Interpretation
 13




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provided that
 ARTICLE II
PURCHASE AND SALE OF SUBJECT MEMBERSHIP INTERESTS
 Sale and Transfer of Company Interests REST and RETR
Interests
 The Purchase Price Purchase Price
 Allocation of the Purchase Price
  14




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Proposed
Allocation Schedule Allocation
Notice of Objection Section 2.3(a) Final Allocation Schedule Section 2.3(b)
 Unresolved Allocation Changes Expert
 Section 7.7 Section 10.2
 ARTICLE III
THE CLOSING
 Closing Closing ARTICLE
VIII
 15




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Closing Date
 Deliveries by the Seller
 Exhibit A
  Exhibit C Trademark
Assignment
 Exhibit D
 Exhibit E IP License Agreement
 Exhibit
F Transition Services Agreement provided however
 16




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##### 



Section 8.2(a) Section
8.2(b) Section 8.2(d) Section 8.2(g) Exhibit G
 Section 3.2(i) Exhibit H
 Section 4.2 Section 3.2(c) Section 3.2(d) Section 3.2(i) Section 7.20
 Exhibit I
 Exhibit J
  Exhibit D
 Section 3.2(o)
 17




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##### 



Exhibit D
 Section 7.15(a)(vi) Source Code
 Section
7.15(a)(vi) Exhibit Q
  Deliveries by the Purchaser
   Section 8.3(a) Section 8.3(b) Exhibit M
   ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER
 Seller Disclosure Letter
 18




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Organization and Qualification Section 7.11
 Capitalization; Subsidiaries Section 4.2
 Section 4.2(a) Section 7.11 Section 4.2
  19




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Authority; Non-Contravention; Statutory Approvals; Compliance
 Authority
 Non-Contravention Violation ARTICLE V Section 4.3(b)(iii) Seller Required
Consents
 20




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##### 



Statutory Approvals Section 4.3(c) Seller Required Statutory Approvals Section 7.19(ii) Section 4.14 Section 7.19(ii) Section 4.14
 Compliance Section 4.3(d) Section
4.3(d) Section 4.7 Section 4.8 Section 4.9 Section 4.9(g) Section 4.18
 21




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Permits Subject Company Permits Texas Retail Licenses Section 4.4
 Seller SEC Reports; Financial Statements Retail Financial Statements
 Absence of Certain Changes or Events; Absence of Undisclosed Liabilities
   22




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Litigation Action
 Tax Matters
     23




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Section 4.8(e)
     Employee Benefits; ERISA
 Section 4.9(a) IRS
 24




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Seller Affiliate Plan ERISA Affiliate ERISA Section 4.9(a) Assumed Benefit Plans Plans
     25




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Labor and Employment
   26




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##### 



provided however WARN Act
 Regulation as a Utility Section 4.11
 Insurance
 27




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Section 4.12
 Real Property Retail Properties Section 4.13 Section 4.13 Section 4.13 Section 4.13
 Affiliate Contracts Section 4.14 Affiliate Contracts
 Brokers or Finders
 Material Contracts
 Section 4.16
 28




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##### 



29




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##### 



Section 4.16(a)
 Intellectual Property
 Section 1.1(b)
 30




---



##### 



Section 4.17(b)
 Section 4.17(c) Material IP Contracts
 Section 4.17(d) Section 7.15
 31




---



##### 



Section 4.17(b) Section 4.17(b)
    32




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##### 



Section 7.15(a)
 Section 7.15(a)
 Section 3.2(n)
 Section 4.17(l)
 33




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Environmental
  34




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##### 



Sufficiency of Assets Section 4.19 Section 4.19 Section 4.17
 Load and Supply Positions
 35




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##### 



MSA Claims
 REST and RETR
   Section 4.22
 Section 4.22(d)
 Compliance with Trust Documents
 Limitation on Representations and Warranties ARTICLE IV
 36




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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
 Purchaser Disclosure Letter
 Organization and Qualification
 Authority; Non-Contravention; Statutory Approvals; Compliance
 Authority
 Non-Contravention Section 5.2(b)(iii) Purchaser Required Consents
 37




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##### 



Statutory Approvals Section 5.2(c) Purchaser
Required Statutory Approvals
 Compliance
 Litigation
 Investigation by the Purchaser; the Sellers Liability
 38




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##### 



ARTICLE IV
  ARTICLE IV ARTICLE X
 Acquisition of Company Interests for Investment; Ability to Evaluate and Bear
Risk
   39




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##### 



Financing ARTICLE II
 Brokers or Finders
 Guarantee
 New Merrill Lynch Agreement Commitment Letter
 Commitment Letter ML Arrangement Documents
   40




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##### 



ARTICLE VI
CONDUCT OF BUSINESS PENDING THE CLOSING
 Covenants of the Seller Section 6.1
     41




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##### 



provided however
  Section 6.1(j)
 42




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##### 



Section 7.6(a) Section 7.6(a)
        43




---



##### 



provided that
    44




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##### 



Section 4.22(d) Section 7.22
 Advance Integration Agreement
 provided that
 Covenants of the Purchaser
    45




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Section 6.2(c)
 ARTICLE VII
ADDITIONAL AGREEMENTS
 Access to Subject Companies Information Representatives Section 7.1
 46




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##### 



Section 7.1
 Confidentiality Confidentiality Agreement provided however
 Regulatory Matters
 HSR Filings
 FERC Filing
 Other Regulatory Approvals
 47




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##### 



Notice of Actions
 Consents Section 7.15(b)
 Public Announcements
 48




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##### 



Employee Matters
 Section 7.6(a) Continuing Employees Section 7.6 Section 7.6 Power Bucks
  Sellers Flex
Plan Purchasers Flex Plan Transferred
Account Balances
 49




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##### 



Section 7.6(d)
     50




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##### 



Purchaser Savings Plan provided however Section 7.6 Section
7.6(h) Seller Affiliate Savings Plan
 Welfare
Benefits
 51




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##### 



Section 7.13
 Section
7.6(f) Severance Plan Section 7.6(k)
 Section 7.6
  Section 7.13 Section 7.6(n) Annual Incentive Plans
 52




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##### 



Tax Matters
 Transfer Taxes provided however Transfer Taxes
 53




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##### 



Tax Returns Section 7.7(a) Section 7.7(b) Section 7.7 Straddle Period
 Computation of Tax Liabilities
 Assistance and Cooperation Section 7.7
 54




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##### 



Contests
 Notice Section 7.7 Tax Indemnitor Section 7.7
 Control of Contests Involving Pre-Closing Periods or Straddle Periods provided however Section 7.7
 Control of Contests Involving Post-Closing Periods provided however Section 7.7
 55




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##### 



Indemnification by the Seller
 Indemnification by the Purchaser
 Refunds
 Tax Sharing Agreements
 Tax Characterization
 56




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##### 



Financial Information
   Termination of Affiliate Contracts Section 7.9
 Intentionally Omitted
 Sellers Name Section 7.11 Reliant Names
 57




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##### 



provided, however, Section 7.11
 Further Assurances Section 7.12
 Payments in Respect of Closing Working Capital; Accounts Settlement; Excluded
Liabilities Waiver
 Designated Current Assets Exhibit
O
 58




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Exhibit O Settlement Procedures Designated Current Liabilities Exhibit O Segregated Cash
 Designated Payables Estimated Day 20 Deficit Adjusted Closing Working Capital Exhibit N NWC Estimate Section 7.13(c)(i) Section 7.13(c)(ii)
    59




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##### 



Closing Date Cash Funding
Amount
 Designated Accounts Receivable
   Schedule 7.13 Section
7.13(g)
 Section 7.13
  Section 7.13 Schedule 7.13 Notice of
Disagreement Independent Expert
 60




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##### 



Section 7.13 Section 7.13
 Section
10.2(a)(iii)
 Transition Services Agreement
 Computer Systems
  Section
7.15(a)(i)
 Section 7.15(a)(i)
 Section 7.15(a)(iii) Section 3.2(i)
 61




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##### 



Section 7.15(a)(iv) Section 3.2(i)
 Section
7.15(a)(v)
 Section 7.15(a)(vi)
 Section 8.2(i)
 Insurance Section 7.16 Section
7.16 provided
that
 62




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##### 



Non-Solicitation Section 7.18(g) provided that General Solicitation
 Non-Compete
 Restricted Business provided however
 provided however
  63




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##### 



provided however further provided that Section 7.18(c)
 provided Section 7.18(c)
 Section
7.18 Section 7.18
 Certain Definitions Section 7.18
 64




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##### 



Change of Control
 Significant Restricted Business
 Section 7.17 Section 7.18
 Transfer of the Sellers Interest in RESE and Certain Assets Held by RE Supply RESE Transfer Section 7.19(ii) RE Supply Transfer Section
7.19(iii)
 Transfer of Certain Assets to the Subject Companies Section 3.2(i) Section 7.20
 65




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Performance of Obligations under Master Separation Agreement
 MSA Action Section 7.21(a)
   66




---



##### 



Section 7.21(c) Subject Company MSA Claim
  Section 7.21
 Section
10.5 Section 7.21(g) Section 7.21(g)
 67




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##### 



Section 7.21(h) Section 7.21(h)
 Section
7.21(a) Section 7.21(h) Section
7.21(a) Section 7.21(h) Section
7.21(h) Section 7.21(c) CNP Novation
Agreement Section 7.21(c) Section 7.21(d) Section 7.21(e)
 Section 7.21 Section
7.21
 REST and RETR
  Section 7.22 Section 7.22
 
 ***
    
    The confidential content of this Exhibit 2.4 has been omitted and filed separately with
the Securities and      Exchange Commission. Confidential treatment has been requested with respect
to the omitted          portions. 68




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##### 



Section 7.22(a)
   Merrill Lynch New Agreement.
   69




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##### 



ARTICLE VIII
CONDITIONS
 Conditions to Each Partys Obligation to Effect the Closing Section
11.2
 No Injunction Restraints provided however
 Statutory Approvals
 HSR Act
 Withdrawal of Market-Based Rate Authority Section
7.19
 70




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##### 



RESE and RE Supply Transactions Section
7.19
 Conditions to Obligation of the Purchaser to Effect the Closing Section 11.2
 Performance of Obligations of the Seller Section 8.2(a)
 Representations and Warranties Section 4.1, Section 4.2 Section 4.3(a) Section 4.1, Section 4.2 Section 4.3(a))
 Seller Required Consents Section
8.2(c)
 Material Adverse Change Section
4.6(a) Section 8.2(d)
 Merrill Lynch New Agreement Closing
 ML Litigation
 71




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##### 



Financial Condition of the Subject Companies
 The Sellers Deliveries Section 3.2
  Conditions to Obligation of the Seller to Effect the Closing Section 11.2
 Performance of Obligations of the Purchaser Section 8.3(a)
 Representations and Warranties
 Purchaser Required Consents
 The Purchasers Deliveries Section 3.3
 ARTICLE IX
TERMINATION
 Termination
   
 ***
    
    The confidential content of this Exhibit 2.4 has been omitted and filed separately with
the Securities and      Exchange Commission. Confidential treatment has been requested with respect
to the omitted          portions. 72




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##### 



Termination Date provided however Section 9.1(c) provided further Section 8.1(b) Section 8.1(c) Section 8.2(c) Section 8.3(c)
    Effect of Termination
 Section 9.1 Section 1.1 Section 1.2 Section
7.2 Section 7.5 Section 9.2
 73




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##### 



Section 11.1 Section 11.2 Section 11.3 Section 11.4 Section
11.5 Section 11.6 Section 11.7 Section 11.8 Section 11.9 Section 11.10 Section 9.1(f) Purchaser Termination Fee Section 9.2(a)(iii) Section 9.1(f) Section 11.9
 Section 9.2(a)(iii) Section 9.2
 ARTICLE X
INDEMNIFICATION
 Survival
 Section 4.1 Section
4.2 Section 4.3(a) Section 4.15 Section 4.21 Section 5.7 Section 4.8 Section 10.2(a)(i) Section
10.2(b)(i) Section 11.4 ARTICLE X
  74




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##### 



Pre-Closing Covenants Post-Closing Covenants Covenant Survival Period provided however Section 11.4
 Section 10.2(a)(iii) Section 10.2(a)(iv) Section 10.2(b)(iii) Section 10.2(b)(iv)
 Indemnification
 Indemnification by the Seller ARTICLE X Section 10.3 Section 10.4
 Section
3.2(h) provided that
    Indemnification by the Purchaser ARTICLE X Section 10.3 Section 10.4
  
 ***
    
    The confidential content of this Exhibit 2.4 has been omitted and filed separately with
the Securities and      Exchange Commission. Confidential treatment has been requested with respect
to the omitted          portions. 75




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##### 



Section 3.3(c) provided that
  Section 4.7
  Limitations
 Section 4.1 Section
4.2 Section 4.3(a) Section 4.15 Section 4.21 Section 7.6 Section 7.7 Section 10.2(a)(i) Section
10.2(a)(ii) Section 10.2(a)(i) Section 10.2(a)(ii) Section 4.1 Section 4.2 Section 4.3(a) Section
4.15 Section 4.21 Section 7.6 Section 7.7
 Section 10.2(a)(i) Section 4.1 Section 4.2 Section 4.3(a) Section 4.15 Section 4.21
 Section 10.2(a)(i) Section 4.1 Section 4.2 Section 4.3(a) Section 4.15 Section 4.21
  
 ***
    
    The confidential content of this Exhibit 2.4 has been omitted and filed separately with
the Securities and      Exchange Commission. Confidential treatment has been requested with respect
to the omitted          portions. 76




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##### 



Mitigation; Subrogation
  ARTICLE X
 ARTICLE X provided however
 ARTICLE IV
 77




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##### 



Indemnification Process ARTICLE X Indemnified Party ARTICLE X Indemnifying Party ARTICLE X
 provided however ARTICLE X Section 10.1
 Third Party Claim ARTICLE X provided however ARTICLE X provided however
 78




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##### 



Section
10.5(b)
  Exclusive Remedy ARTICLE X provided Section
3.2
 79




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##### 



Purchase Price Adjustment ARTICLE X
 Section 10.8
 ARTICLE XI
GENERAL PROVISIONS
 Amendment and Modification
 Extension; Waiver
 Expenses
 Notices
  
 ***
    
    The confidential content of this Exhibit 2.4 has been omitted and filed separately with
the Securities and      Exchange Commission. Confidential treatment has been requested with respect
to the omitted          portions. 80




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##### 



th
  
 
   
  
 Entire Agreement; No Third Party Beneficiaries Section 7.7(f) Section 7.21(g) Section 10.2(a)
 Severability
 81




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##### 



Applicable Law; Jurisdiction Proceeding
 Waiver of Jury Trial
 Specific Performance Section 9.2(a)
 82




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##### 



Section 11.9
 Assignment provided however provided further however
 Counterparts; Effect
 Bulk Sales Waiver
 [ ]
 83




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##### 



RELIANT ENERGY, INC.By:
    
    /s/ D. Rogers HerndonName:
    
    D. Rogers HerndonTitle:
    
    Senior Vice PresidentNRG RETAIL LLCBy:
    
    /s/ Christopher S. SotosName:
    
    Christopher S. SotosTitle:
    
    President
 84