<PAGE>

                                                                     EXHIBIT 4.3



                              AMENDED AND RESTATED

                      LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                   RELIANT ENERGY TRANSITION BOND COMPANY LLC


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                              <C>
ARTICLE I DEFINITIONS.........................................................................    1
 SECTION 1.01. Capitalized Terms..............................................................    1
 SECTION 1.02. Other Definitional Provisions..................................................    6

ARTICLE II FORMATION OF THE LIMITED LIABILITY COMPANY.........................................    6
 SECTION 2.01. Formation; Filings.............................................................    6
 SECTION 2.02. Name, Registered Agent and Office..............................................    7
 SECTION 2.03. Business Purpose...............................................................    7
 SECTION 2.04. Term...........................................................................    8
 SECTION 2.05. No State Law Partnership.......................................................    8
 SECTION 2.06. Authority of Member............................................................    8
 SECTION 2.07. Liability to Third Parties.....................................................    8
 SECTION 2.08. No Personal Liability of Member, Special Members, Managers, Etc................    9
 SECTION 2.09. Separateness...................................................................    9
 SECTION 2.10. Limited Liability and Bankruptcy Remoteness....................................   10

ARTICLE III CAPITAL CONTRIBUTIONS.............................................................   11
 SECTION 3.01. Capital Contributions..........................................................   11

ARTICLE IV MANAGEMENT.........................................................................   11
 SECTION 4.01. Management by Managers.........................................................   11
 SECTION 4.02. Acts by Managers...............................................................   11
 SECTION 4.03. Number and Qualifications......................................................   11
 SECTION 4.04. Independent Managers...........................................................   12
 SECTION 4.05. Appointment and Vacancy........................................................   12
 SECTION 4.06. Term...........................................................................   12
 SECTION 4.07. Removal........................................................................   12
 SECTION 4.08. Resignation....................................................................   13
 SECTION 4.09. Place of Meetings of Managers..................................................   13
 SECTION 4.10. Meetings of Managers...........................................................   13
 SECTION 4.11. Quorum; Majority Vote..........................................................   13
 SECTION 4.12. Methods of Voting; Proxies.....................................................   13
 SECTION 4.13. Actions Without a Meeting......................................................   13
 SECTION 4.14. Telephone and Similar Meetings.................................................   14
 SECTION 4.15. Managers.......................................................................   14
 SECTION 4.16. Compensation...................................................................   14
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                             <C>
ARTICLE V OFFICERS............................................................................   14
 SECTION 5.01. Designation; Term; Qualifications..............................................   14
 SECTION 5.02. Removal and Resignation........................................................   14
 SECTION 5.03. Vacancies......................................................................   14
 SECTION 5.04. Compensation...................................................................   14

ARTICLE VI MEMBER.............................................................................   15
 SECTION 6.01. Powers.........................................................................   15
 SECTION 6.02. Compensation of Member.........................................................   15
 SECTION 6.03. Actions by the Member..........................................................   15
 SECTION 6.04. Control by Member..............................................................   15
 SECTION 6.05. Special Member.................................................................   15

ARTICLE VII COMMON INTEREST...................................................................   16
 SECTION 7.01. General........................................................................   16
 SECTION 7.02. Distributions..................................................................   17
 SECTION 7.03. Dissolution Rights on Liquidation, Dissolution or Winding Up...................   17
 SECTION 7.04. Redemption.....................................................................   18
 SECTION 7.05. Voting Rights..................................................................   18

ARTICLE VIII ALLOCATIONS; DISTRIBUTIONS; EXPENSES; TAXES; BOOKS; RECORDS; AND BANK ACCOUNTS...   18
 SECTION 8.01. Allocations....................................................................   18
 SECTION 8.02. Distributions..................................................................   19
 SECTION 8.03. Limitation Upon Distributions..................................................   19
 SECTION 8.04. Expenses.......................................................................   19
 SECTION 8.05. Tax Elections..................................................................   19
 SECTION 8.06. Annual Tax Information.........................................................   20
 SECTION 8.07. Tax Matters Member.............................................................   20
 SECTION 8.08. Maintenance of Books...........................................................   20
 SECTION 8.09. Reports........................................................................   20

ARTICLE IX INDEMNIFICATION....................................................................   20
 SECTION 9.01. Mandatory Indemnification of Member, the Special Members
               and the Managers...............................................................   20
 SECTION 9.02. Mandatory Advancement of Expenses..............................................   21
 SECTION 9.03. Indemnification of Officers, Employees and Agents..............................   21
 SECTION 9.04. Nonexclusivity of Rights.......................................................   21
 SECTION 9.05. Contract Rights................................................................   22
 SECTION 9.06. Insurance......................................................................   22
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                             <C>
 SECTION 9.07. Savings Clause.................................................................   22
 SECTION 9.08. Other Ventures.................................................................   22
 SECTION 9.09. Other Arrangements Not Excluded................................................   22
 SECTION 9.10. Survival.......................................................................   23

ARTICLE X MISCELLANEOUS PROVISIONS............................................................   23
 SECTION 10.01. Offset........................................................................   23
 SECTION 10.02. Notices.......................................................................   23
 SECTION 10.03. Benefits of Agreement; No Third-Party Rights..................................   23
 SECTION 10.04. Effect of Waiver or Consent...................................................   23
 SECTION 10.05. Governing Law; Severability...................................................   23
 SECTION 10.06. No Bankruptcy Petition; No Dissolution........................................   24
 SECTION 10.07. Amendment.....................................................................   25
 SECTION 10.08. Headings and Sections.........................................................   25
 SECTION 10.09. Binding Agreement.............................................................   25
 SECTION 10.10. Counterparts..................................................................   25
</TABLE>
<PAGE>

                             AMENDED AND RESTATED
                      LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                   RELIANT ENERGY TRANSITION BOND COMPANY LLC

     AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated September
__, 2001 (as it may be further amended, supplemented or otherwise modified and
in effect from time to time, the "Agreement"), of RELIANT ENERGY TRANSITION BOND
COMPANY LLC, a Delaware limited liability company (the "Company"), having its
principal office at 1111 Louisiana Street, Suite 4400, Houston, Texas  77002.

     WHEREAS, Reliant Energy, Incorporated, a Texas corporation ("Reliant
Energy"), as sole Member, filed a Certificate of Formation of the Company (the
"Certificate of Formation") with the Delaware Secretary of State (the "Secretary
of State") on November 10, 1999, executed a Limited Liability Company Agreement
dated November 10, 1999 (the "Original LLC Agreement") and filed an Amended and
Restated Certificate of Formation of the Company with the Secretary of State on
September __, 2001; and

     WHEREAS, this Agreement amends and restates the Original LLC Agreement in
all respects, and from and after the date hereof constitutes the governing
instrument of the Company;

     NOW THEREFORE, the parties hereto hereby amend and restate the Original LLC
Agreement as follows:

                                   ARTICLE I

                                  DEFINITIONS

     SECTION 1.01. Capitalized Terms. For all purposes of this Agreement, the
following terms shall have the meanings set forth below:

     "Act" shall mean the Delaware Limited Liability Company Act, as amended, as
in effect on the date hereof (currently Chapter 18 of Title 6, Sections 18-101
through 18-1109 of the Delaware Code) and as it may be amended hereafter, from
time to time.

     "Administration Agreement" shall mean the Administration Agreement, dated
August __, 2001, between the Company and Reliant Energy, as Administrator.

     "Affiliate" shall mean, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person.  For the purposes of this definition, control when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms controlling and controlled
have meanings correlative to the foregoing.

                                       1
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     "Agreement" shall mean this Amended and Restated Limited Liability Company
Agreement of the Company as the same may be further amended, supplemented or
otherwise modified from time to time in accordance with the provisions hereof.

     "Bankruptcy" shall mean, with respect to any Person, if such Person (i)
makes an assignment for the benefit of creditors, (ii) files a petition
commencing a voluntary bankruptcy, (iii) is adjudged a bankrupt or insolvent, or
has entered against it an order for relief, in any bankruptcy or insolvency
proceedings, (iv) files a petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation or similar
relief under any statute, law or regulation, (v) files an answer or other
pleading admitting or failing to contest the material allegations of a petition
filed against it in any proceeding of this nature, (vi) seeks, consents to or
acquiesces in the appointment of a trustee, receiver or liquidator of the Person
or of all or any substantial part of its properties, or (vii) if 120 days after
the commencement of any proceeding against the Person seeking reorganization,
arrangement, composition, readjustment, liquidation or similar relief under any
statute, law or regulation, the proceeding has not been dismissed, or if within
90 days after the appointment without such Person's consent or acquiescence of a
trustee, receiver or liquidator of such Person or of all or any substantial part
of its properties, the appointment is not vacated or stayed, or if within 90
days after the expiration of any such stay, the appointment is not vacated.  The
foregoing definition of "Bankruptcy" is intended to replace and shall supersede
and replace the definition of "Bankruptcy" set forth in Sections 18-101(1) and
18-304 of the Act.

     "Basic Documents" shall mean this Agreement, the Certificate of Formation,
the Sale Agreement, any Bill of Sale, the Servicing Agreement, the
Administration Agreement, the Indenture, any Supplemental Indenture, the
Intercreditor Agreement and the Underwriting Agreement.

     "Bill of Sale" shall mean the bill of sale, issued by Reliant Energy to the
Company as of [September] , 2001, pursuant to the Sale Agreement, together with
any other bill of sale delivered in accordance therewith.

     "Business Day" shall mean any day other than a Saturday, Sunday or other
day on which banking institutions in the City of Houston, Texas, in the City of
New York, New York or in the City of Wilmington, Delaware are required or
authorized by law or executive order to remain closed with respect to any
payments of any Transition Bonds.

     "Certificate of Formation" shall mean the Certificate of Formation of the
Company as filed in accordance with the Act with the Secretary of State on
November 10, 1999, as amended and restated and filed with the Secretary of State
on September, 2001, as the same may be further amended, supplemented or
otherwise modified and in effect from time to time.

     "Class" shall mean any class of Transition Bonds issued and authenticated
by the Company pursuant to the Indenture, as specified in the Supplemental
Indenture therefor.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time (or any successor law),  and Treasury Regulations promulgated
thereunder.

                                       2
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     "Common Interest" shall mean the limited liability company interest of the
Member in the Company as described in Article VII.  The Company shall have one
class of Common Interest.

     "Company" shall mean Reliant Energy Transition Bond Company LLC, a Delaware
limited liability company.

     "Financing Order" shall mean the Financing Order issued by the PUCT on May
31, 2000 pursuant to the Texas Electric Choice Plan.

     "Fiscal Year" shall mean, unless the Managers shall at any time determine
otherwise pursuant to the requirements of the Code, a calendar year.

     "GAAP" shall mean the generally accepted accounting principles promulgated
or adopted by the Financial Accounting Standards Board and its successors from
time to time.

     "Governmental Authority" shall mean any court or any federal or state
regulatory body, administrative agency or governmental instrumentality.

     "Indenture" shall mean the Indenture dated September __, 2001, between the
Company, as Issuer, the Trustee and the Securities Intermediary and shall
include the forms and terms of the Transition Bonds established thereunder.

     "Independent Manager" shall mean, with respect to the Company, a Manager
who is not, and within the previous five years was not (except solely by virtue
of such Person's serving as, or affiliation with any other Person serving as, an
independent director or manager, as applicable, of Reliant Energy, the Company
or any bankruptcy remote special purpose entity that is an Affiliate of Reliant
Energy or the Company), (i) a stockholder, member, partner, director, officer,
employee, Affiliate, customer, supplier, creditor or independent contractor of,
or any Person that has received any benefit in any form whatsoever from (other
than in such Manager's capacity as a ratepayer or customer of Reliant Energy in
the ordinary course of business), or any Person that has provided any service in
any form whatsoever to, or any major creditor (or any Affiliate of any major
creditor) of, the Company, Reliant Energy or any of their Affiliates, or (ii)
any Person owning beneficially, directly or indirectly, any outstanding shares
of common stock, any limited liability company interests or any partnership
interests, as applicable, of the Company, Reliant Energy, or any of their
Affiliates, or of any major creditor (or any Affiliate of any major creditor) of
any of the foregoing, or a stockholder, member, partner, director, officer,
employee, Affiliate, customer, supplier, creditor or independent contractor of,
or any Person that has received any benefit in any form whatever from (other
than in such Person's capacity as a ratepayer or customer of Reliant Energy in
the ordinary course of business), or any Person that has provided any service in
any form whatever to, such beneficial owner or any of such beneficial owner's
Affiliates, or (iii) a member of the immediate family of any person described
above; provided that the indirect or beneficial ownership of stock through a
mutual fund or similar diversified investment vehicle with respect to which the
owner does not have discretion or control over the investments held by such
diversified investment vehicle shall not preclude such owner from being an
Independent Manager.  For purposes of this definition, "major creditor" shall
mean a natural person or business entity to which the Company, Reliant Energy or
any of their Affiliates

                                       3
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has outstanding indebtedness for borrowed money or credit on open account in a
sum sufficiently large as would reasonably be expected to influence the judgment
of the proposed Independent Manager adversely to the interests of the Company
when the interests of that Person are adverse to those of the Company.

     "Intercreditor Agreement" shall mean the Intercreditor Agreement, dated as
of September __, 2001, among the Company, Reliant Energy and _______________.

     "Manager" shall mean any manager (as defined in the Act) of the Company,
including the Independent Managers.

     "Member" shall mean Reliant Energy, in its capacity as a member in the
Company under this Agreement, or any successor thereto as a member pursuant to
Article VI; provided, however, the term "Member" shall not include the Special
Members.

     "Officer's Certificate" means a certificate signed by an officer of the
Company who is authorized to act for the Company in matters relating to the
Company.

     "Person" shall mean any individual, corporation, estate, partnership, joint
venture, association, joint stock company, trust (including any beneficiary
thereof), business trust,  limited liability company, unincorporated
organization or government or any agency or political subdivision thereof.

     "Proceeding" shall have the meaning set forth in Section 9.01.

     "PUCT" shall mean the Public Utility Commission of Texas or any successor.

     "Qualified Costs" has the meaning assigned to that term in the Texas
Electric Choice Plan and the Financing Order.

     "Rating Agency" shall mean Moody's Investors Service Inc., Standard &
Poor's Ratings Services and Fitch, Inc., or their respective successors or such
nationally recognized statistical rating organizations designated by the Company
with notice to the Trustee and the Member.

     "Rating Agency Condition" shall mean, with respect to any action, the
notification of each Rating Agency of such action and the notification in
writing by Standard & Poor's Rating Services and Fitch, Inc. to the Trustee and
the Company that such action will not result in a reduction or withdrawal of the
then current rating by such Rating Agency of any Series or Class of Transition
Bonds.

     "Reliant Energy" shall mean Reliant Energy, Incorporated, a Texas
corporation, or its successor.

     "Sale Agreement" shall mean the Transition Property Sale Agreement dated
[September], 2001, between Reliant Energy and the Company.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the United States Securities and Exchange Commission
promulgated thereunder.

                                       4
<PAGE>

     "Securities Intermediary" shall mean the party named as such in the
Indenture or its successor.

     "Series" shall mean any series of Transition Bonds issued and authenticated
by the Company pursuant to the Indenture, as specified in the Supplemental
Indenture therefor.

     "Servicing Agreement" shall mean the Transition Bond Servicing Agreement
dated [September], 2001 between the Company and Reliant Energy.

     "Special Member" shall mean, upon such person's admission to the Company as
a member of the Company pursuant to Section 6.05, a person acting as Independent
Manager, in such person's capacity as a member of the Company.  A "Special
Member" shall have the rights and duties expressly set forth in this Agreement.

     "Supplemental Indenture" shall mean a supplemental indenture entered into
by the Company and the Trustee pursuant to Article IX of the Indenture.

     "Texas Electric Choice Plan" shall mean Chapter 39 of Title 2, Subtitle B
of the Texas Utilities Code and such other revisions to the Texas Utilities Code
as were effected by Senate Bill 7 as passed by the 76th Legislature of the State
of Texas, Regular Session, signed into law and effective.

     "Transition Bonds" shall mean any of the transition bonds (as defined in
the Texas Electric Choice Plan) issued by the Company in accordance with the
Indenture.

     "Transition Charges" shall mean the nonbypassable amounts to be charged for
the use or availability of electric services, approved by the PUCT under the
Financing Order to recover Qualified Costs, that may be collected by Reliant
Energy, its successors, an assignee, or other collection agents as provided in
the Financing Order.

     "Transition Property" shall mean the rights and interests of the Company or
its successor under the Financing Order, once those rights are first transferred
to the Company or pledged in connection with the issuance of the Transition
Bonds, including the irrevocable right to impose, collect and receive through
Transition Charges payable by retail electric customers within Reliant Energy's
certificated service area as it existed on May 1, 1999, an amount sufficient to
cover the qualified costs of Reliant Energy authorized in the Financing Order,
the right to receive Transition Charges in amounts and at times sufficient to
pay principal and interest and make other deposits in connection with the
Transition Bonds and all revenues and collections resulting from Transition
Charges.

     "Treasury Regulations" shall mean regulations, including proposed or
temporary regulations, promulgated under the Code.  References herein to
specific provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

     "Trustee" shall mean the party named as such in the Indenture or its
successor or any  successor Trustee under the Indenture.

                                       5
<PAGE>

     "Underwriting Agreement" shall mean the Underwriting Agreement, dated
[September] , 2001, between Reliant Energy, the Company and Merrill Lynch & Co.
on behalf of itself and as representative of the several underwriters listed
therein.

     SECTION 1.02. Other Definitional Provisions.

        (a) All terms in this Agreement shall have the defined meanings when
used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.

        (b) As used in this Agreement and in any certificate or other documents
made or delivered pursuant hereto or thereto, accounting terms not defined in
this Agreement or in any such certificate or other document, and accounting
terms partly defined in this Agreement or in any such certificate or other
document to the extent not defined, shall have the respective meanings given to
them under GAAP. To the extent that the definitions of accounting terms in this
Agreement or in any such certificate or other document are inconsistent with the
meanings of such terms under GAAP, the definitions contained in this Agreement
or in any such certificate or other document shall control.

        (c) The words "hereof", "herein", "hereunder", and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section references contained
in this Agreement are references to Sections in this Agreement unless otherwise
specified; and the term "including" shall mean "including without limitation".

        (d) The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms.

        (e) Any agreement, instrument or statute defined or referred to herein
or in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.

                                  ARTICLE II

                   FORMATION OF THE LIMITED LIABILITY COMPANY

     SECTION 2.01. Formation; Filings. Pursuant to the Act and in accordance
with the further terms and provisions hereof, the Member and, when signed by the
Special Members, the Special Members, hereby continue the Company as a limited
liability company. The Certificate of Formation of the Company has been executed
and filed with the Secretary of State by Marc Kilbride, as an "authorized
person" within the meaning of the Act. Upon the filing of the Certificate of
Formation with the Secretary of State, his powers as an "authorized person"
ceased, and the Member thereupon became the designated "authorized person" and
shall continue as the designated "authorized person" within the meaning of the
Act. The Member shall execute or cause to be executed from time to time all
other instruments, certificates, notices and documents, and shall do or cause to
be done all such filing, recording, publishing and other acts, in each case, as
may be necessary or appropriate from time to time to comply with all

                                       6
<PAGE>

applicable requirements for the formation and/or operation and, when
appropriate, termination of a limited liability company in the State of Delaware
and all other jurisdictions where the Company shall desire to conduct its
business.

     SECTION 2.02. Name, Registered Agent and Office.

        (a) The name of the Company shall be "Reliant Energy Transition Bond
Company LLC." All business of the Company shall be conducted in such name and
all contracts, property and other assets of the Company shall be held in that
name, and the Member shall not have any ownership interests in such contracts,
property or other assets in the Company's individual name.

        (b) The address of the registered office of the Company in the State of
Delaware is the Corporation Trust Center, 1209 Orange Street in the city of
Wilmington, County of New Castle, 19801. The name of its registered agent at
that address is The Corporation Trust Company.

        (c) The Company may also have offices at such other places both within
and without the State of Delaware as the Member may from time to time determine.

        SECTION 2.03. Business Purpose. The nature of the business or purpose to
be conducted or promoted by the Company is to engage exclusively in the
following business and financial activities:

        (a) to authorize, issue, sell and deliver one or more Series or Classes
of Transition Bonds under the Indenture and, in connection therewith, to execute
and deliver Supplemental Indentures providing for the issuance of additional
Series of Transition Bonds, each as permitted by and in accordance with the
terms of the Indenture and to enter into any agreement or document providing for
the authorization, issuance, sale and delivery of the Transition Bonds;

        (b) to purchase, acquire, own, hold, administer, service, and enter into
agreements for the servicing of, finance, manage, sell, assign, pledge, collect
amounts due on and otherwise deal with the Transition Property and other assets
to be acquired pursuant to the Basic Documents and any proceeds or rights
associated therewith;

        (c) to negotiate, authorize, execute, deliver, assume the obligations
under, and perform its duties under, the Basic Documents and any other agreement
or instrument or document relating to the activities set forth in clauses (a)
and (b) above, including but not limited to agreements with third-party credit
enhancers and additional swap or hedge agreement counterparties relating to any
Series or Class of Transition Bonds; provided, that each party to any agreement
with the Company shall covenant that it shall not, prior to the date which is
one year and one day after the termination of the Indenture and the payment in
full of each Series of the Transition Bonds and any other amounts owed under the
Indenture, including, without limitation, any amounts owed to third-party credit
enhancers and any amounts owed under any swap or hedge agreement, acquiesce,
petition or otherwise invoke or cause the Company to invoke the process of any
court or government authority for the purpose of commencing or sustaining a case
against the Company under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other

                                       7
<PAGE>

similar official of the Company or any substantial part of the property of the
Company; or ordering the winding up or liquidation of the affairs of the
Company; and provided, further, that the Company shall be permitted to incur
additional indebtedness or other liabilities payable to service providers and
trade creditors in the ordinary course of business in connection with the
foregoing activities;

        (d) to invest proceeds from the Transition Property and its other assets
and any capital and income of the Company in accordance with the Basic Documents
or as otherwise determined by the Managers and not inconsistent with this
Section or the Basic Documents;

        (e) to do such other things and carry on any other activities which the
Managers determine to be necessary, convenient or incidental to any of the
foregoing purposes, and have and exercise all of the powers and rights conferred
upon limited liability companies formed pursuant to the Act that are related or
incidental to any of the foregoing and necessary, and convenient or advisable to
accomplish the foregoing, and

        (f) to enter into and perform the Basic Documents and all documents,
agreements, certificates, or financing statements contemplated thereby or
related thereto, all without any further act, vote or approval of any Member,
Manager, officer or other Person notwithstanding any other provision of this
Agreement (except Section 4.04 hereof), the Act or applicable law, rule or
regulation. The foregoing authorization shall not be deemed a restriction on the
powers of the Member or any Manager or officer to enter into other agreements on
behalf of the Company.

     SECTION 2.04. Term. The term of the Company shall continue until the
Company is dissolved and liquidated in accordance with Section 7.03. The
existence of the Company as a separate legal entity shall continue until the
cancellation of the Certificate of Formation in accordance with the Act.

     SECTION 2.05. No State Law Partnership. The Member and the Special Members
intend that the Company shall not be a partnership (including, without
limitation, a general partnership or a limited partnership) or joint venture,
and that neither the Member, any Special Members nor any Manager shall be a
partner or joint venturer of the Member, any Special Member or any Manager with
respect to the business of the Company, for any purposes, and this Agreement
shall not be construed to suggest otherwise.

     SECTION 2.06. Authority of Member. Subject to Section 4.04, the Member,
acting in such capacity, shall have the authority or power to act for or on
behalf of the Company, to do any act that would be binding on the Company, or to
incur any expenditures, debts, liabilities or obligations on behalf of the
Company.

     SECTION 2.07. Liability to Third Parties. Except as otherwise expressly
provided by the Act, neither the Member, any Special Member nor any Manager
shall be liable for the debts, obligations or liabilities of the Company
(whether arising in contract, tort or otherwise), including without limitation
under a judgment, decree or order of a court, solely by reason of being the
Member or acting as a Special Member or Manager of the Company.

                                       8
<PAGE>

     SECTION 2.08. No Personal Liability of Member, Special Members, Managers,
Etc. (a) Neither the Member nor any Special Member shall be subject in such
capacity to any personal liability whatsoever to any Person in connection with
the assets or the acts, obligations or affairs of the Company, and (b) no
Manager or officer of the Company shall be subject in such capacity to any
personal liability whatsoever to any Person, other than the Company or its
Member, in connection with the assets or the affairs of the Company; and,
subject to the provisions of Article IX, all such Persons shall look solely to
the assets of the Company for satisfaction of claims of any nature arising in
connection with the affairs of the Company; provided, that such protection from
personal liability shall apply to the fullest extent permitted by applicable
law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Company to
provide greater or broader indemnification rights than such law permitted the
Company to provide prior to such amendment).

     SECTION 2.09. Separateness.

        (a) Except as expressly permitted by the Basic Documents, the funds and
other assets of the Company shall not be commingled with those of any other
entity, and the Company shall maintain its own bank accounts separate from the
Member and any other Person.

        (b) The Company shall not hold itself out as being liable for the debts
of any other entity, and shall conduct its own business in its own name.

        (c) The Company shall not form, or cause to be formed, any subsidiaries.

        (d) The Company shall act solely in its limited liability company name
and through its duly authorized Member, Special Members, Managers, officers or
agents in the conduct of its business, and shall conduct its business so as not
to mislead others as to the identity of the entity or assets with which they are
concerned.

        (e) The Company shall maintain separate records, books of account and
financial statements and shall not commingle its records and books of account
with the records and books of account of any other entity or the Member.

        (f) The Managers shall hold appropriate meetings to authorize all of its
limited liability company actions, which meetings may be held by telephone
conference call, provided, that in lieu of any such meeting and without prior
notice, the Managers may act by written consent in accordance with Section 4.13
hereof. The Company shall observe all formalities required by this Agreement.

        (g) The Company shall at all times ensure that its capitalization is
adequate in light of its business and purpose.

        (h) Neither the Member, any Special Member nor any Manager shall
guarantee, become liable on or hold itself out as being liable for the debts of
the Company. The Company shall not guarantee or become obligated for the debts
of the Member, any Special Member or any Manager, any Affiliate thereof or any
other Person, or otherwise hold out its credit as being available to satisfy the
obligations of the Member, any Special Member, any Manager or any other Person
(except for the Company's obligations under the Basic Documents), shall not

                                       9
<PAGE>

pledge its assets for the benefit of any entity other than the Trustee, shall
not make loans or advances to any Person, and shall not acquire obligations or
securities of the Member, any Special Member, any Manager or any Affiliate
thereof.

        (i) The Company shall pay its own liabilities out of its own funds,
including fees and expenses of the Administrator pursuant to the Administration
Agreement and the Servicer pursuant to the Servicing Agreement.

        (j) The Company shall maintain an arm's-length relationship with its
Affiliates.

        (k) The Company shall allocate fairly and reasonably the salaries of and
the expenses related to providing the benefits of officers or other employees
shared with the Member, any Special Member or any Manager.

        (l) The Company shall allocate fairly and reasonably any overhead for
office space shared with the Member, any Special Member or any Manager.

        (m) The Company shall use its own separate stationery, invoices, checks
and other business forms.

        (n) The Company shall correct any known misunderstanding regarding its
separate identity.

        (o) The Company shall at all times hold itself out to the public as a
legal entity separate from the Member and any other Person;

        (p) The Company shall file its own tax returns, if any, as may be
required under applicable law, to the extent (a) not part of a consolidated
group filing a consolidated return or returns or (b) not treated as a division
for tax purposes of another taxpayer, and pay any taxes so required to be paid
under applicable law;

     Failure of the Company, the Member, or any Special Member or any Manager on
behalf of the Company to comply with any of the foregoing covenants or any of
the covenants contained in this Agreement shall not affect the status of the
Company as a separate legal entity or the limited liability of the Member, any
Special Member or any Manager.

     SECTION 2.10. Limited Liability and Bankruptcy Remoteness. Without limiting
the generality of Section 2.09, the Company shall be operated in such a manner
as the Managers deem reasonable and necessary or appropriate to preserve (a) the
limited liability of Reliant Energy (or its successor) as the Member in the
Company and the limited liability of the Special Members, (b) the separateness
of the Company from the business of Reliant Energy (or its successor), as the
Member in the Company, or any other Affiliate thereof and (c) until the
expiration of the period of one year and one day specified in Section 10.06, the
special purpose, bankruptcy- remote status of the Company.

                                       10
<PAGE>

                                  ARTICLE III

                             CAPITAL CONTRIBUTIONS

     SECTION 3.01. Capital Contributions. The Member was deemed admitted as the
Member of the Company upon the execution and delivery of the Original LLC
Agreement. The Member has contributed the amount of cash to the Company listed
on Schedule A attached hereto.

                                  ARTICLE IV

                                  MANAGEMENT

     SECTION 4.01. Management by Managers. The powers of the Company shall be
exercised by or under the authority of, and the business and affairs of the
Company shall be managed under the direction of, the Managers.

     SECTION 4.02. Acts by Managers.

        (a) The Managers shall be obliged to devote only as much of their time
to the Company's business as shall be reasonably required in light of the
Company's business and objectives. A Manager shall perform his or her duties as
a Manager in good faith, in a manner he or she reasonably believes to be in the
best interests of the Company, and with such care as an ordinarily prudent
person in a like position would use under similar circumstances.

        (b) Every Manager is an agent of the Company for the purpose of its
business, and the act of every Manager, including the execution in the name of
the Company of any instrument for carrying on the business of the Company, binds
the Company, unless such act is in contravention of this Agreement or unless the
Manager so acting otherwise lacks the authority to act for the Company and the
Person with whom he or she is dealing has knowledge of the fact that he or she
has no such authority.

        (c) Subject to Section 4.04, the Managers shall have the right and
authority to take all actions which the Managers deem necessary, useful or
appropriate for the day-to-day management and conduct of the Company's business.

        (d) The Managers may exercise all powers of the Company and do all such
lawful acts and things as are not required or directed by the Act, other
applicable law, or this Agreement to be exercised or done by the Member. All
instruments, contracts, agreements and documents providing for the acquisition
or disposition of property of the Company shall be valid and binding on the
Company if executed by one or more of the Managers. All instruments, contracts,
agreements and documents of whatsoever type executed on behalf of the Company
shall be executed in the name of the Company by one or more Managers.

     SECTION 4.03. Number and Qualifications. The number of Managers of the
Company shall not be less than three nor more than five, as may be determined by
the Member from time to time, but no decrease in the number of Managers shall
have the effect of shortening the term of any incumbent Manager.

                                       11
<PAGE>

     SECTION 4.04. Independent Managers.

        (a) The Company shall have at all times at least two individuals who are
each Independent Managers. The Independent Managers may not delegate their
duties, authorities or responsibilities hereunder. If any Independent Manager
resigns, dies or becomes incapacitated, or such position is otherwise vacant, no
action requiring the unanimous affirmative vote of the Managers shall be taken
until a successor Independent Manager is appointed by the Member and qualifies
and approves such action.

        (b) Notwithstanding any other provision of this Agreement and any
provision of law that otherwise so empowers the Company, the Member, any Special
Member, any Manager or any other Person, the Company shall not, and none of the
Member, any Special Member, any Manager or any other Person on behalf of the
Company shall, without the prior unanimous consent of the Managers, including
each of the Independent Managers, do any of the following: (i) engage in any
business or activity other than those set forth in Section 2.03 hereof; (ii)
except as provided in the Basic Documents, incur any indebtedness, other than
the Transition Bonds and ordinary course expenses as set forth in Section 2.03
hereof, or assume or guarantee any indebtedness of any other entity; (iii) make
a general assignment for the benefit of creditors; (iv) file a petition
commencing a voluntary bankruptcy; (v) file a petition or answer seeking
reorganization, arrangement, composition, readjustment, liquidation, dissolution
(to the fullest extent permitted by law) or similar relief under any statute,
law or regulation; (vi) file an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against it in any
proceeding seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution (to the fullest extent permitted by law) or similar
relief under any statute, law or regulation, or the entry of any order
appointing a trustee, liquidator or receiver of it or of its assets or any
substantial portion thereof; (vii) seek, consent to or acquiesce in the
appointment of a trustee, receiver or liquidator of it or of all or any
substantial part of its assets; (viii) consolidate or merge with or into any
other entity or convey or transfer substantially all of its properties and
assets substantially as an entirety to any entity, or (ix) amend this Agreement,
or take any other action, in furtherance of any such action. With regard to any
action contemplated by the preceding sentence, or with regard to any action
taken or determination made at any time when the Company is insolvent, each
Independent Manager will to the fullest extent permitted by law, including
Section 18-1101(c) of the Act, owe its primary fiduciary duty to the Company
(including the creditors of the Company).

        (c) No Independent Manager shall at any time serve as trustee in
bankruptcy for any Affiliate of the Company.

     SECTION 4.05. Appointment and Vacancy. The Member will appoint each
Manager, including any Manager to be appointed by reason of an increase in the
number of Managers.

     SECTION 4.06. Term. Each Manager shall hold office until his successor
shall be selected by the Member and qualified, or until his or her earlier
death, resignation or removal as provided in this Agreement.

     SECTION 4.07. Removal. Subject to Section 4.04(a) and Section 4.15 of this
Agreement, the Member may remove, with or without cause, any Manager.

                                       12
<PAGE>

     SECTION 4.08. Resignation. Any Manager may resign at any time. Such
resignation shall be made in writing and shall take effect at the time specified
therein or, if no time is specified therein, at the time of its receipt by the
remaining Managers; provided, that the resignation of an Independent Manager
shall not be effective until a replacement Independent Manager (i) shall have
accepted his or her appointment as an Independent Manager, and (ii) shall have
executed a counterpart to this Agreement as required by Section 6.05. The
acceptance of a resignation shall not be necessary to make it effective, unless
so expressly provided in the resignation.

     SECTION 4.09. Place of Meetings of Managers. Any meetings of the Managers
may be held either within or without the State of Delaware at such place or
places as shall be determined from time to time by resolution of the Managers.

     SECTION 4.10. Meetings of Managers. Meetings of the Managers may be held
when called by any Managers or Manager. The Manager or Managers calling any
meeting shall cause notice to be given of such meeting, including therein the
time, date and place of such meeting, to each Manager at least two Business Days
before such meeting. The business to be transacted at, or the purpose of, any
meeting of the Managers shall be specified in the notice or waiver of notice of
any such meeting. If fewer than all the Managers are present in person, by
telephone or by proxy, business transacted at any such meeting shall be confined
to the business or purposes specifically stated in the notice or waiver of
notice of such meeting.

     SECTION 4.11. Quorum; Majority Vote. At all meetings of the Managers, the
presence in person, by telephone or by proxy of a majority of the Managers shall
be necessary and sufficient to constitute a quorum for the transaction of
business unless a greater number is required by this Agreement or by law. The
act of a majority of the Managers present in person, by telephone or by proxy at
a meeting at which a quorum is present in person, by telephone or by proxy shall
be the act of the Managers, except as otherwise provided by law or this
Agreement. If a quorum shall not be present in person, by telephone or by proxy
at any meeting of the Managers, the Managers present in person, by telephone or
by proxy at the meeting may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
in person, by telephone or by proxy.

     SECTION 4.12. Methods of Voting; Proxies. A Manager may vote either in
person, by telephone, by electronic transmission or by proxy executed in writing
by the Manager; provided that the Person designated to act as proxy for an
Independent Manager must be an Independent Manager.

     SECTION 4.13. Actions Without a Meeting. Any action required or permitted
to be taken at a meeting of the Managers may be taken without a meeting, without
prior notice, and without a vote, if a consent in writing, setting forth the
action so taken, is signed by the Managers having not fewer than the minimum
number of votes that would be necessary to take the action at a meeting at which
all Managers entitled to vote on the action were present and voted. Copies of
any such consents shall be filed with the minutes and permanent records of the
Company.

                                       13
<PAGE>

     SECTION 4.14. Telephone and Similar Meetings. The Managers, or members of
any committee thereof, may participate in and hold meetings by means of
conference telephone or similar communications equipment by means of which all
Persons participating in the meeting can hear each other. Such participation in
any such meeting shall constitute presence in person at such meeting, except
where a Person participates in such meeting for the express purpose of objecting
to the transaction of any business on the ground that such meeting is not
lawfully called or convened.

     SECTION 4.15. Managers. The Member and each Manager shall take all actions
necessary from time to time to ensure that at all times the number of Managers
shall be not less than three nor more than five; provided, however, that
pursuant to Section 4.04, the Company shall at all times have at least two
Independent Managers. The Managers upon the execution of this Agreement shall be
those persons identified on Schedule C.

     SECTION 4.16. Compensation. The compensation, if any, of the Managers of
the Company shall be fixed from time to time by the Managers, subject to the
prior written approval of the PUCT.

                                   ARTICLE V

                                    OFFICERS

     SECTION 5.01. Designation; Term; Qualifications. The Managers may, from
time to time, designate one or more Persons to be officers of the Company. Any
officer so designated shall have such title and authority and perform such
duties as the Managers may, from time to time, delegate to him or her. Each
officer shall hold office for the term for which such officer is designated and
until his or her successor shall be duly designated and shall qualify or until
his or her death, resignation or removal as provided in this Agreement. Any
Person may hold any number of offices. No officer need be a Manager, the Member,
a Delaware resident or a United States citizen. The persons identified on
Schedule D are hereby designated the initial officers of the Company.

     SECTION 5.02. Removal and Resignation. Any officer of the Company may be
removed as such, with or without cause, by the Managers at any time. Any officer
of the Company may resign as such at any time upon written notice to the
Company. Such resignation shall be made in writing and shall take effect at the
time specified therein or, if no time is specified therein, at the time of its
receipt by the Managers.

     SECTION 5.03. Vacancies. Any vacancy occurring in any office of the Company
may be filled by the Managers.

     SECTION 5.04. Compensation. The compensation, if any, of the officers of
the Company shall be fixed from time to time by the Managers, subject to the
prior written approval of the PUCT.

                                       14
<PAGE>

                                  ARTICLE VI

                                     MEMBER

     SECTION 6.01. Powers. Subject to the provisions of this Agreement and the
Act, all powers shall be exercised by or under the authority of, and the
business and affairs of the Company shall be controlled by, the Member pursuant
to Section 6.03. The Member may not and shall not resign from the Company.
Pursuant to Section 4.01 of this Agreement, the Member has delegated such powers
to the Managers. Without prejudice to such general powers, but subject to the
same limitations, it is hereby expressly declared that the Member shall have the
following powers, subject to Section 4.04 in all cases:

     First:  To select and remove the Managers and prescribe such powers and
duties for them as may be consistent with the Act and other applicable law and
this Agreement.

     Second:  To conduct, manage and control the affairs and business of the
Company, and to make such rules and regulations therefor consistent with the Act
and other applicable law and this Agreement.

     Third:  To change the registered office of the Company in Delaware from one
location to another; to fix and locate from time to time one or more other
offices of the Company; and to designate any place within or without the State
of Delaware for the conduct of the business of the Company.

     SECTION 6.02. Compensation of Member. The Company shall have authority to
pay to the Member reasonable compensation for the Member's services to the
Company, subject to the approval of the PUCT. It is understood that the
compensation paid to the Member under the provisions of this Section shall be
determined without regard to the income of the Company, shall not be deemed to
constitute distributions to the recipient of any profit, loss or capital of the
Company and shall be considered as an operating expense of the Company.

     SECTION 6.03. Actions by the Member. All actions of the Member may be taken
by written resolution of the Member which shall be signed on behalf of the
Member by an authorized officer of the Member and filed with the minutes and
records of the Company.

     SECTION 6.04. Control by Member. To the extent the Member takes any action
with respect to the Company (including by means of its appointment of any
individual Manager or its control or employment of any individual Manager in any
other capacity), the Member, or any such Manager, as applicable, will act in
good faith in accordance with the terms of this Agreement, and make decisions
with respect to the business and daily operations of the Company independent of,
and not dictated by, in the case of the Manager, the Member, or in either case
any Affiliate of the foregoing, and, to the fullest extent permitted by law, any
such Manager shall bear a fiduciary duty to the Company (including its
creditors) under the circumstances set forth in Section 4.04.

     SECTION 6.05. Special Member. Upon the occurrence of any event that causes
the Member to cease to be a member of the Company (other than upon an assignment
by the Member of all of its limited liability company interest in the Company
and the admission of the

                                       15
<PAGE>

transferee pursuant to Section 7.01), each person acting as an Independent
Manager pursuant to Section 4.04 shall, without any action of any Person and
simultaneously with the Member ceasing to be a member of the Company,
automatically be admitted to the Company as a Special Member and shall continue
the Company without dissolution. No Special Member may resign from the Company
or transfer its rights as Special Member unless (i) a successor Special Member
has been admitted to the Company as Special Member by executing a counterpart to
this Agreement, and (ii) such successor has also accepted its appointment as
Independent Manager, provided, however, the Special Members shall automatically
cease to be members of the Company upon the admission to the Company of a
substitute Member (who may be approved by the personal representative of the
last Member that ceased to be a member of the Company). Each Special Member
shall be a member of the Company that has no interest in the profits, losses and
capital of the Company and has no right to receive any distributions of Company
assets. Pursuant to Section 18-301(d) of the Act, a Special Member shall not be
required to make any capital contributions to the Company and shall not receive
a limited liability company interest in the Company. A Special Member, in its
capacity as Special Member, may not bind the Company. A Special Member, in its
capacity as Special Member, shall have no right to vote on, approve or otherwise
consent to any action by, or matter relating to, the Company, including, without
limitation, the merger, consolidation or conversion of the Company. In order to
implement the admission to the Company of each Special Member, each person
acting as an Independent Manager pursuant to Section 4.04 shall execute a
counterpart to this Agreement. Prior to its admission to the Company as Special
Member, each person acting as an Independent Manager pursuant to Section 4.04
shall not be a member of the Company.

                                  ARTICLE VII

                                COMMON INTEREST

     SECTION 7.01. General. (a) The Common Interest is hereby issued to the
Member and shall be deemed fully paid and non-assessable. The Common Interest
constitutes personal property and shall be freely transferable and assignable in
whole but not in part upon registration of such transfer and assignment on the
books of the Company in accordance with the procedures established for such
purpose by the Managers of the Company. Upon registration of the transfer and
assignment of the Common Interest on the books of the Company, and without any
further action of any Person, the transferee/assignee shall be and become the
sole Member of the Company and shall have the rights and powers, and be subject
to the restrictions and liabilities, of the Member under this Agreement and the
Act, and the transferor/assignor shall cease to be the Member, each as of the
date of such registration. Notwithstanding the foregoing, the Common Interest
may not be transferred unless the Rating Agency Condition is satisfied. The
Common Interest of the Member in the Company shall be evidenced by a certificate
in the form set forth in Schedule B hereto.

          (b)  Certificates.

               (i) The Company shall issue one or more certificates in the name
                   of the Member. Each certificate shall be signed by a Manager
                   on behalf of the Company.

                                       16
<PAGE>

              (ii) The Company shall issue a certificate in place of any
                   certificate previously issued if the Holder of the Common
                   Interest represented by such certificate, as reflected on the
                   books and records of the Company:

                   (A)  makes proof by affidavit, in form and substance
                        satisfactory to the Managers, that such previously
                        issued certificate has been lost, stolen or destroyed;

                   (B)  requests the issuance of a new certificate before the
                        Managers have notice that such previously issued
                        certificate has been acquired by a purchaser for value
                        in good faith and without notice of an adverse claim;

                   (C)  if requested by the Managers, delivers to the Company a
                        bond, in form and substance satisfactory to the
                        Managers, with such surety or sureties as the Managers
                        may direct, to indemnify the Company and the Managers
                        against any claim that may be made on account of the
                        alleged loss, destruction or theft of the previously
                        issued certificate; and

                   (D)  satisfies any other reasonable requirements imposed by
                        the Managers.

            (iii)  Upon a Member's transfer in accordance with the provisions of
                   this Agreement of the Common Interest represented by a
                   certificate, the transferee of the Common Interest shall
                   deliver such certificate to the Managers for cancellation,
                   and a Manager shall thereupon issue a new certificate to such
                   transferee.

     SECTION 7.02. Distributions. The Member shall be entitled to receive, out
of the assets of the Company legally available therefor, when, as and if
declared by unanimous vote of the Managers, distributions payable in cash in
such amounts, if any, as the Managers shall declare. Notwithstanding any
provision to the contrary contained in this Agreement, the Company shall not be
required to make a distribution to the Member on account of its interest in the
Company if such distribution would violate Sections 18-607 or 18-804 of the Act
or any other applicable law or any Basic Document.

     SECTION 7.03. Dissolution Rights on Liquidation, Dissolution or Winding Up.

        (a) The Company shall be dissolved, and its affairs shall be wound up
upon the first to occur of the following: (i) the termination of the legal
existence of the last remaining member of the Company or the occurrence of any
other event which terminates the continued membership of the last remaining
member of the Company in the Company unless the business of the Company is
continued in a manner permitted by this Agreement or the Act or (ii) the entry
of a decree of judicial dissolution under Section 18-802 of the Act.

                                       17
<PAGE>

        (b) In the event of dissolution, the Company shall conduct only such
activities as are necessary to wind up its affairs (including the sale of the
assets of the Company in an orderly manner), and the assets of the Company shall
be applied in the manner, and in the order of priority, set forth in Section 18-
804 of the Act.

        (c) The Company shall terminate when (i) all of the assets of the
Company, after payment of or due provision for all debts, liabilities and
obligations of the Company shall have been distributed to the Member in the
manner provided for in this Agreement and (ii) the Certificate of Formation
shall have been canceled in the manner required by the Act.

        (d) Neither the sale of all or substantially all of the property or
business of the Company, nor the merger, conversion or consolidation of the
Company into or with another company or other entity, shall be deemed to be a
dissolution, liquidation or winding up, voluntary or involuntary, for the
purpose of this Section 7.03.

        (e) The commencement of a Bankruptcy, insolvency, receivership or other
similar proceeding by or against the Company shall not result in the dissolution
of the Company or in the cessation of the interest of the Member in the Company.

        (f) Upon the occurrence of any event that causes the last remaining
member of the Company to cease to be a member of the Company, to the fullest
extent permitted by law, the personal representative of such member is hereby
authorized to, and shall, within 90 days after the occurrence of the event that
terminated the continued membership of such member in the Company, agree in
writing (i) to continue the Company and (ii) to the admission of the personal
representative or its nominee or designee, as the case may be, as a substitute
member of the Company, effective as of the occurrence of the event that
terminated the continued membership of the last remaining member of the Company
in the Company.

        (g) Notwithstanding any other provision of this Agreement, the
Bankruptcy of the Member or any Special Member shall not cause the Member or
Special Member, respectively, to cease to be a member of the Company and upon
the occurrence of such an event, the business of the Company shall continue
without dissolution.

     SECTION 7.04. Redemption. The Common Interest shall not be redeemable.

     SECTION 7.05. Voting Rights. Subject to Section 4.04, the Member shall have
the sole right to vote on all matters as to which members of a limited liability
company shall be entitled to vote pursuant to the Act and other applicable law.

                                 ARTICLE VIII

                  ALLOCATIONS; DISTRIBUTIONS; EXPENSES; TAXES;
                       BOOKS; RECORDS; AND BANK ACCOUNTS

     SECTION 8.01. Allocations. Except as may be required by section 704(c) of
the Code and Treasury Regulation section 1.704-1(b)(2)(iv)(f)(4), all items of
income, gain, loss, deduction and credit of the Company for each Fiscal Year
shall be allocated to the Member. Any

                                       18
<PAGE>

credit available for federal income tax purposes shall be allocated to the
Member in the same manner.

     SECTION 8.02. Distributions. All distributions shall be made to the Member
from surplus funds. Except as provided in Section 8.03 of this Agreement, all
distributions shall be made in such amounts and at such times as determined by
the Managers.

     SECTION 8.03. Limitation Upon Distributions. No distribution shall be
declared and paid unless, after the distribution is made, no default has
occurred and is continuing under the Indenture or any Series of Transition Bonds
then outstanding.

     SECTION 8.04. Expenses. Except as otherwise provided in this Agreement, and
subject to the provisions of the Basic Documents, the Company shall be
responsible for all expenses and the allocation thereof including without
limitation:

        (a) all expenses incurred by the Member or its Affiliates in organizing
the Company;

        (b) all expenses related to the payment of the principal of and interest
on and other amounts in respect of the Transition Bonds issued by the Company;

        (c) all expenses related to the business of the Company and all routine
administrative expenses of the Company, including any amounts payable under the
Administration Agreement and Servicing Agreement, the maintenance of books and
records of the Company and the preparation and dispatch to the Member of checks,
financial reports, tax returns and notices required pursuant to this Agreement;

        (d) all expenses incurred in connection with any litigation or
arbitration involving the Company (including the cost of any investigation and
preparation) and the amount of any judgment or settlement paid in connection
therewith;

        (e) all expenses for indemnity or contribution payable by the Company to
any Person;

        (f) all expenses incurred in connection with the collection of amounts
due to the Company from any Person;

        (g) all expenses incurred in connection with the preparation of
amendments to this Agreement, the other Basic Documents and any documents
required by any of the foregoing;

        (h) all expenses incurred in connection with the liquidation,
dissolution and winding up of the Company; and

        (i) all expenses otherwise allocated in good faith to the Company by the
Managers.

     SECTION 8.05. Tax Elections. The Managers shall make the following
elections on behalf of the Company:

                                       19
<PAGE>

        (a) To elect the calendar year as the Company's Fiscal Year;

        (b) To elect the accrual method of accounting;

        (c) To elect to treat all organization and start-up costs of the Company
as deferred expenses amortizable over 60 months under Section 195 of the Code;
and

        (d) To elect with respect to such other federal, state and local tax
matters as the Managers shall agree upon from time to time.

     SECTION 8.06. Annual Tax Information. The Managers shall cause the Company
to deliver to the Member all information necessary for the preparation of the
Member's federal or state income tax return.

     SECTION 8.07. Tax Matters Member. The Member shall communicate and
negotiate with the Internal Revenue Service on any tax matter on behalf of the
Member and the Company.

     SECTION 8.08. Maintenance of Books. The Company shall keep books and
records of accounts and shall keep minutes of the proceedings of the Member, the
Managers and each committee of the Managers. The Fiscal Year shall be the
accounting year of the Company.

     SECTION 8.09. Reports. Within sixty (60) days following the end of each
Fiscal Year during the term of the Company, the Managers shall cause to be
furnished to the Member a balance sheet, an income statement and a statement of
changes in Member's capital account for, or as of the end of, that Fiscal Year.
Such financial statements shall be prepared in accordance with the accounting
method selected by the Managers consistently applied (except as therein noted),
and shall be accompanied by an audit report from a nationally recognized
accounting firm. The Managers also may cause to be prepared or delivered such
other reports as they may deem appropriate. The Company shall bear the costs of
all such financial statements and reports.

                                  ARTICLE IX

                                INDEMNIFICATION

     SECTION 9.01. Mandatory Indemnification of Member, the Special Members and
the Managers. Any Person who was or is a party or is threatened to be made a
party to or is involved in, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative (hereafter a "Proceeding"), or any appeal in such a Proceeding or
any inquiry or investigation that could lead to such a Proceeding by reason of
the fact that such Person is or was the Member, a Special Member or a Manager,
or by reason of the fact that the Member, such Special Member or such Manager is
or was serving at the request of the Company as a member, director, manager,
officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, limited liability
company or partnership, joint venture, partnership, trust, sole proprietorship,
employee benefit plan or other enterprise, shall be indemnified by the Company,
to the fullest extent permitted by applicable law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Company to provide greater or broader
indemnification rights than such law permitted the Company to provide prior

                                       20
<PAGE>

to such amendment) against judgments, penalties (including, without limitation,
excise and similar taxes and punitive damages), fines, settlements and
reasonable expenses (including, without limitation, reasonable attorneys' fees)
actually incurred by such Person in connection with such Proceeding except that
such Person shall not be entitled to indemnification for any judgment, penalty,
fine, settlement or expense directly caused by such Person's fraud, gross
negligence or willful misconduct. It is expressly acknowledged that the
indemnification provided in this Article IX could involve indemnification for
negligence or under theories of strict liability. Notwithstanding anything
herein to the contrary, for so long as any Transition Bonds are outstanding, no
payment from funds of the Company (as distinct from funds from other sources,
such as insurance) of any indemnity of the Member, Special Member or any Manager
under this Article IX shall be payable except out of funds available for payment
of Company expenses as provided in the Indenture.

     SECTION 9.02. Mandatory Advancement of Expenses. Expenses incurred by a
Person of the type entitled to be indemnified under Section 9.01 in defending
any Proceeding shall be paid or reimbursed by the Company in advance of the
final disposition of the Proceeding, without any determination as to such
Person's ultimate entitlement to indemnification under Section 9.01 of this
Agreement, upon receipt of a written affirmation by such Person of such Person's
good faith belief that such Person has met the standard of conduct necessary for
indemnification under this Agreement and a written undertaking by or on behalf
of such Person to repay all amounts so advanced if it shall ultimately be
determined that such Person is not entitled to be indemnified by the Company as
authorized in Section 9.01 or otherwise. The written undertaking shall be an
unlimited general obligation of the Person but need not be secured and shall be
accepted without reference to financial ability to make repayment.

     SECTION 9.03. Indemnification of Officers, Employees and Agents. The
Company shall indemnify and pay and advance expenses to an officer, employee or
agent of the Company to the same extent and subject to the same conditions under
which it may indemnify and pay and advance expenses to the Member, any Special
Member or any Managers under this Article IX, and the Company shall indemnify
and pay and advance expenses to any Person who is or was an officer, employee or
agent of the Company and who is or was serving at the request of the Company as
a member, manager, director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic limited
liability company or partnership, corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise against any
liability asserted against such Person and incurred by such Person in such a
capacity or arising out of such Person's status as such to the same extent and
subject to the same conditions that the Company may indemnify and pay and
advance expenses to the Member or a Special Member or any Manager under this
Article IX.

     SECTION 9.04. Nonexclusivity of Rights. The indemnification and advancement
and payment of expenses provided by this Article IX (i) shall not be deemed
exclusive of any other rights to which the Member, a Special Member, a Manager
or other Person seeking indemnification may be entitled under any statute,
agreement, decision of the Member or disinterested Managers, or otherwise both
as to action in such Person's official capacity and as to action in another
capacity while holding such office, (ii) shall continue as to any Person who has
ceased to serve in the capacity which initially entitled such Person to
indemnity and advancement and payment of expenses, and (iii) shall inure to the
benefit of the heirs, executors,

                                       21
<PAGE>

administrators, successors and assigns of the Member, such Special Member, such
Manager or other Person.

     SECTION 9.05. Contract Rights. The rights granted pursuant to this Article
IX shall be deemed to be contract rights, and no amendment, modification or
repeal of this Article IX shall have the effect of limiting or denying any such
rights with respect to actions taken or Proceedings arising prior to any such
amendment, modification or repeal.

     SECTION 9.06. Insurance. The Company may purchase and maintain insurance or
other arrangement or both, at its expense, on behalf of itself or any Person who
is or was serving as the Member, a Special Member, a Manager, officer, employee
or agent of the Company, or is or was serving at the request of the Company as a
member, manager, director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic limited
liability company or partnership, corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise, against any
liability, expense or loss, whether or not the Company would have the power to
indemnify such Person against such liability under the provisions of this
Article IX.

     SECTION 9.07. Savings Clause. If this Article IX or any portion of this
Agreement shall be invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify and hold harmless
the Member, each Special Member, each Manager or any other Person indemnified
pursuant to this Article IX as to costs, charges and expenses (including,
without limitation, attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to the fullest extent permitted by
any applicable portion of this Article IX that shall not have been invalidated
and to the fullest extent permitted by applicable law.

     SECTION 9.08. Other Ventures. It is expressly agreed that the Member, any
Special Member, any Manager and any Affiliates, officers, directors, managers,
stockholders, partners or employees of the Member, any Special Member or any
Manager, may engage in other business ventures of every nature and description,
whether or not in competition with the Company, independently or with others,
and the Company shall not have any rights in and to any independent venture or
activity or the income or profits derived therefrom.

     SECTION 9.09. Other Arrangements Not Excluded. The indemnification and
advancement of expenses authorized in or ordered by a court pursuant to this
Article IX:

        (a) does not exclude any other rights to which a Person seeking
indemnification or advancement of expenses may be entitled under any agreement,
decision of the Member or otherwise, for either an action of the Member, any
Special Member or any Manager, officer, employee or agent in the official
capacity of such Person or an action in another capacity while holding such
position, except that indemnification, unless ordered by a court pursuant to
Section 9.05 above, may not be made to or on behalf of the Member, any Special
Member or any Manager if a final adjudication established that its acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action; and

                                       22
<PAGE>

        (b) continues for a Person who has ceased to be the Member, a Special
Member, Manager, officer, employee or agent and inures to the benefit of the
successors, heirs, executors and administrators of such a Person.

     SECTION 9.10. Survival. The forgoing provisions of this Article IX shall
survive any termination of this Agreement.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

     SECTION 10.01. Offset. Whenever the Company is to pay any sum to the
Member, any amounts the Member owes the Company may be deducted from such sum
before payment.

     SECTION 10.02. Notices. Except as expressly set forth to the contrary in
this Agreement, all notices, requests or consents provided for or permitted to
be given under this Agreement shall be in writing and shall be given either by
depositing such writing in the United States mail, addressed to the recipient,
postage paid, and registered or certified with return receipt requested or by
delivering such writing to the recipient in person, by reputable overnight
courier, or by facsimile transmission; and a notice, request or consent given
under this Agreement shall be effective on receipt by the Person to whom sent or
three business days after deposit in the United States mail, registered or
certified, postage prepaid and properly addressed. All notices, requests and
consents to be sent to the Member shall be sent to or made to 1111 Louisiana,
Houston, Texas 77002, Attention: Treasurer or such other address as the Member
may specify by notice to the Company and the Managers. Any notice, request, or
consent to the Company or the Managers must be given to the Managers at the
following address: ________________________, Attention: Manager. Whenever any
notice is required to be given by law or this Agreement, a written waiver
thereof, signed by the Person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.

     SECTION 10.03. Benefits of Agreement; No Third-Party Rights. Subject to
Section 10.09, none of the provisions of this Agreement shall be for the benefit
of or enforceable by any creditor of the Company or by any creditor of the
Member. Nothing in this Agreement shall be deemed to create any right in any
Person (other than Persons indemnified pursuant to Article IX) not a party
hereto, and this Agreement shall not be construed in any respect to be a
contract in whole or in part for the benefit of any third Person.

     SECTION 10.04. Effect of Waiver or Consent. A waiver or consent, express or
implied, to or of any breach or default by any Person in the performance by such
Person of its obligations with respect to the Company shall not be a consent or
waiver to or of any other breach or default in the performance by such Person of
the same or any other obligations of such Person with respect to the Company.

     SECTION 10.05. Governing Law; Severability. This Agreement shall be
governed by and shall be construed in accordance with the law of the State of
Delaware, excluding any conflicts-of-law rule or principle that might refer the
governance or the construction of this

                                       23
<PAGE>

Agreement to the law of another jurisdiction. In the event of a direct conflict
between the provisions of this Agreement and any mandatory provision of the Act,
then the applicable provision of the Act shall control. If any provision of this
Agreement or the application thereof to any Person or circumstance is held
invalid or unenforceable to any extent, the remainder of this Agreement and the
application of that provision to other Persons or circumstances shall not be
affected thereby and such provision shall be enforced to the fullest extent
permitted by law.

     SECTION 10.06. No Bankruptcy Petition; No Dissolution.

        (a) To the fullest extent permitted by law, the Member, each Special
Member and each Manager hereby covenant and agree (or shall be deemed to have
hereby covenanted and agreed) that, prior to the date which is one year and one
day after the termination of the Indenture and the payment in full of every
Series of Transition Bonds and any other amounts owed under the Indenture,
including, without limitation, any amounts owed to third-party credit enhancers
or swap or hedge agreement counterparties with respect to the Transition Bonds,
it will not acquiesce, petition or otherwise invoke or cause the Company to
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Company under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Company or any substantial part of the property of the Company, or ordering the
winding up or liquidation of the affairs of the Company; provided, however, that
nothing in this Section 10.06 shall constitute a waiver of any right to
indemnification, reimbursement or other payment from the Company pursuant to
this Agreement.

        (b) To the fullest extent permitted by law, the Member, each Special
Member and each Manager hereby covenants and agrees (or shall be deemed to have
hereby covenanted and agreed) that, until the termination of the Indenture and
the payment in full of any Series of the Transition Bonds and any other amounts
owed under the Indenture, including without limitation, any amounts owed to
third-party credit enhancers or under any swap or hedge agreement, the Member,
such Special Member and such Manager will not consent to, or make application
for, or institute or maintain any action for, the dissolution of the Company
under Section 18-801 or 18-802 of the Act or otherwise.

        (c) In the event that the Member, any Special Member or any Manager
takes action in violation of this Section 10.06, the Company agrees that it
shall file an answer with the court or otherwise properly contest the taking of
such action and raise the defense that the Member, the Special Member or
Manager, as the case may be, has agreed in writing not to take such action and
should be estopped and precluded therefrom and such other defenses, if any, as
its counsel advises that it may assert.

        (d) The provisions of this Section 10.06 shall survive the termination
of this Agreement and the resignation, withdrawal or removal of the Member, any
Special Member or any Manager. Nothing herein contained shall preclude
participation by the Member, any Special Member or a Manager in assertion or
defense of its claims in any such proceeding involving the Company.

                                       24
<PAGE>

     SECTION 10.07. Amendment. This Agreement may not be modified, altered,
supplemented or amended; provided, however, that subject to Section 4.04(b)(ix)
hereof, so long as the Rating Agency Condition is satisfied, the Trustee shall
have given its prior approval and, in the case of any amendment to Section 4.16,
5.04 or 6.02, the PUCT shall have given its prior written approval, this
Agreement may be modified, altered, supplemented or amended in writing by the
Member; provided further that neither approval of the Trustee nor satisfaction
of the Rating Agency Condition shall be necessary if such modification,
alteration, supplement or amendment is necessary: (i) to cure any ambiguity or
(ii) to correct or supplement any provision in a manner consistent with the
intent of this Agreement.

     SECTION 10.08. Headings and Sections. The headings in this Agreement are
inserted for convenience only and are in no way intended to describe, interpret,
define, or limit the scope, extent or intent of this Agreement or any provision
hereof.

     SECTION 10.09. Binding Agreement. Notwithstanding any other provision of
this Agreement, the Member agrees that this Agreement constitutes a legal, valid
and binding Agreement of the Member, and is enforceable against the Member by
the Independent Managers, in accordance with its terms. In addition, the
Independent Managers shall be intended beneficiaries of this Agreement.

     SECTION 10.10. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original of this Agreement and
all of which together shall constitute one and the same instrument.

                                       25
<PAGE>

     IN WITNESS WHEREOF, this Amended and Restated Limited Liability Company
Agreement is hereby executed by the undersigned as of _______________, 2001.

                              MEMBER:

                              RELIANT ENERGY, INCORPORATED


                              ----------------------------------------
                              Name:
                              Title:

                              Agreed to and Consented to by the Special
                              Members and Independent Managers:



                              ----------------------------------------

                                       26
<PAGE>

                                   SCHEDULE A

                  Schedule of Capital Contributions of Member

                                COMMON INTEREST


<TABLE>
<CAPTION>                                           Comment Interest
Capital Member's Name     Capital Contribution         Percentage         Capital Account
---------------------     --------------------      ----------------      ---------------
<S>                       <C>                       <C>                   <C>
Reliant Energy,                                            100%
 Incorporated
</TABLE>





                                       1
<PAGE>

                                   SCHEDULE B

                         CERTIFICATE OF COMMON INTEREST

                                       of

                   RELIANT ENERGY TRANSITION BOND COMPANY LLC

                          A Limited Liability Company

                 Formed under the Laws of the State of Delaware

     This Certificate is issued and shall be held subject to the provisions of
the Amended and Restated Limited Liability Company Agreement of RELIANT ENERGY
TRANSITION BOND COMPANY LLC, dated August ___, 2001, as the same may be amended
from time to time.

     This Certificate of Common Interest certifies that Reliant Energy,
Incorporated is the registered holder of the entire Common Interest of the
Company, which Common Interest shall be transferable only on the books of the
Company by the holder hereof in person or by a duly authorized attorney upon
surrender of this Certificate with a proper endorsement.

     IN WITNESS WHEREOF, this Company has caused this Certificate to be signed
by one of its duly authorized Managers this __ day of ____________, 2001.

                              RELIANT ENERGY TRANSITION BOND COMPANY LLC



                              --------------------------------------------
                              Title:  Manager





                                       1
<PAGE>

                   RELIANT ENERGY TRANSITION BOND COMPANY LLC


     For Value Received the undersigned hereby sells, assigns and transfers unto
___________________________________________________________________________ the
entire Common Interest of the Company represented by the within Certificate and
does hereby irrevocably constitute and appoint _______________________________,
Attorney, to transfer said Common Interest on the books of the Company with full
power of substitution in the premises.

Dated: __________________

_________________________







                                       1
<PAGE>

                                   SCHEDULE C

Names            Managers
-----            --------












                                       1
<PAGE>

                                   SCHEDULE D

Names            Officers
-----            --------












                                       1