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                                                                     EXHIBIT 4.6

                              REMARKETING AGREEMENT


                  REMARKETING AGREEMENT, dated as of __________, 2001 (the
"Agreement") by and between NRG Energy, Inc., a Delaware corporation (the
"Company"), _________________, a ___________ banking corporation, not
individually but solely as Purchase Contract Agent (the "Purchase Contract
Agent") and as attorney-in-fact of the holders of Purchase Contracts (as defined
in the Purchase Contract Agreement (as defined herein)), and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Remarketing
Agent").

                                   WITNESSETH:

                  WHEREAS, the Company will issue $200,000,000 (or $230,000,000
if the Underwriters' overallotment option is exercised in full) aggregate Stated
Amount of its Equity Units (the "Equity Units") under the Purchase Contract
Agreement, dated as of _____________, 2001, by and between the Purchase Contract
Agent and the Company (the "Purchase Contract Agreement"); and

                  WHEREAS, the Equity Units will initially consist of 8,000,000
(or 9,200,000 if the underwriters' overallotment option is exercised in full)
units referred to as "Corporate Units."

                  WHEREAS, the Company will issue concurrently in connection
with the issuance of the Equity Units $200,000,000 (or $230,000,000 if the
Underwriters' overallotment option is exercised in full) aggregate principal
amount of ___% Senior Debentures due ____________, 2006 (the "Debentures") of
the Company; and

                  WHEREAS, the Debentures forming a part of the Corporate Units
will be pledged pursuant to the Pledge Agreement (the "Pledge Agreement"), dated
as of ____________, 2001, by and among the Company, _________________, as
collateral agent (the "Collateral Agent") and the Purchase Contract Agent, to
secure a Corporate Units holder's obligations under the related Purchase
Contract on the Purchase Contract Settlement Date; and

                  WHEREAS, the Debentures of the Debenture holders electing to
have their Debentures remarketed and of the Corporate Unit holders will be
remarketed by the Remarketing Agent on the third Business Day immediately
preceding __________, 2003 (the "Initial Remarketing Date"); and


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                  WHEREAS, in the event of a Failed Initial Remarketing, the
Debentures of the Debenture holders electing to have their Debentures
remarketed and of the Corporate Unit holders who have elected not to settle the
Purchase Contracts related to their Corporate Units by Cash Settlement and who
have not early settled their Purchase Contracts will be remarketed by the
Remarketing Agent on the third Business Day immediately preceding the Purchase
Contract Settlement Date; and

                  WHEREAS, in the event of a Successful Initial Remarketing, the
applicable interest rate on the Debentures will be reset on the Initial
Remarketing Date, to the Reset Rate to be determined by the Reset Agent as the
rate that such Debentures should bear in order for the Applicable Principal
Amount of the Debentures to have an approximate aggregate market value of
100.5% of the Treasury Portfolio Purchase Price on the Initial Remarketing Date,
provided that in the determination of such Reset Rate, the Company shall, if
applicable, limit the Reset Rate to the maximum rate permitted by applicable
law; and

                  WHEREAS, in the event of a Failed Initial Remarketing, the
applicable interest rate on the Debentures that remain outstanding on and after
the Purchase Contract Settlement Date will be reset on the third Business Day
immediately preceding the Purchase Contract Settlement Date, to the Reset Rate
to be determined by the Reset Agent as the rate that such Debentures should bear
in order to have an approximate market value of 100.5% of the aggregate
principal amount of the Debentures on the third Business Day immediately
preceding the Purchase Contract Settlement Date, provided that in the
determination of such Reset Rate, the Company shall, if applicable, limit the
Reset Rate to the maximum rate permitted by applicable law; and

                  WHEREAS, the Company has requested Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") to act as
the Reset Agent and as the Remarketing Agent, and as such to perform the
services described herein; and

                  WHEREAS, Merrill Lynch is willing to act as Reset Agent and
Remarketing Agent and as such to perform such duties on the terms and conditions
expressly set forth herein;

                  NOW, THEREFORE, for and in consideration of the covenants
herein made, and subject to the conditions herein set forth, the parties hereto
agree as follows:


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                  Section 1. Definitions. Capitalized terms used and not defined
in this Agreement, in the recitals hereto or in the paragraph preceding such
recitals shall have the meanings assigned to them in the Purchase Contract
Agreement or, if not therein defined, the Pledge Agreement.

                  Section 2.   Appointment and Obligations of Remarketing Agent.

         (a) The Company hereby appoints Merrill Lynch and Merrill Lynch hereby
accepts such appointment, (i) as the Reset Agent to determine in consultation
with the Company, in the manner provided for herein and in the Indenture (as in
effect on the date of this Remarketing Agreement) with respect to the
Debentures, (1) the Reset Rate that, in the opinion of the Reset Agent, will,
when applied to the Debentures, enable the Applicable Principal Amount of the
Debentures to have an approximate aggregate market value of 100.5% of the
Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and (2) in
the event of a Failed Initial Remarketing, the Reset Rate that, in the opinion
of the Reset Agent, will, when applied to the Debentures, enable a Debenture to
have an approximate market value of 100.5% of its principal amount as of the
third Business Day preceding the Purchase Contract Settlement Date, provided, in
each case, that the Company, by notice to the Reset Agent prior to the tenth
Business Day preceding _____, 2003, in the case of the Initial Remarketing (as
defined below), or the Purchase Contract Settlement Date, in the case of the
Secondary Remarketing (as defined below), shall, if applicable, limit the Reset
Rate so that it does not exceed the maximum rate permitted by applicable law)
and (ii) as the exclusive Remarketing Agent (subject to the right of Merrill
Lynch to appoint additional remarketing agents hereunder as described below) to
(1) remarket the Debentures of the Debenture holders electing to have their
Debentures remarketed and of the Corporate Units holders on the Initial
Remarketing Date, for settlement on ____________, 2003 and (2) in the case of a
Failed Initial Remarketing, remarket the Debentures of the Debenture holders
electing to have their Debentures remarketed or of the Corporate Units holders
who have not early settled the related Purchase Contracts and have failed to
notify the Purchase Contract Agent, on or prior to the fifth Business Day
immediately preceding the Purchase Contract Settlement Date, of their intention
to settle the related Purchase Contracts through Cash Settlement. In connection
with the remarketing contemplated hereby, the Remarketing Agent will enter into
a Supplemental Remarketing Agreement (the "Supplemental Remarketing Agreement")
with the Company and the Purchase Contract Agent, which shall either be (i)
substantially in the form attached hereto as Exhibit A (with such changes as the
Company and the Remarketing Agent may agree upon, it being understood that
changes may be necessary in the representations, warranties, covenants and other



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provisions of the Supplemental Remarketing Agreement due to changes in law or
facts and circumstances or in the event that Merrill Lynch is not the sole
remarketing agent, and with such further changes therein as the Remarketing
Agent may reasonably request, or (ii) in such other form as the Remarketing
Agent may reasonably request, subject to the approval of the Company (such
approval not to be unreasonably withheld). Anything herein to the contrary
notwithstanding, Merrill Lynch shall not be obligated to act as Remarketing
Agent or Reset Agent hereunder unless the Supplemental Remarketing Agreement is
in form and substance reasonably satisfactory to Merrill Lynch. The Company
agrees that Merrill Lynch shall have the right, on 15 Business Days notice to
the Company, to appoint one or more additional remarketing agents so long as any
such additional remarketing agents shall be reasonably acceptable to the
Company. Upon any such appointment, the parties shall enter into an appropriate
amendment to this Agreement to reflect the addition of any such remarketing
agent.

                  (b) Pursuant to the Supplemental Remarketing Agreement, the
Remarketing Agent, either as sole remarketing agent or as representative of a
group of remarketing agents appointed as aforesaid, will agree, subject to the
terms and conditions set forth herein and therein, to use its reasonable efforts
to (i) remarket, on the Initial Remarketing Date, the Debentures that the
Trustee (as such term is defined in the Indenture) shall have notified the
Remarketing Agent have been tendered for, or otherwise are to be included in,
the Initial Remarketing, at a price per Debenture such that the aggregate price
for the Applicable Principal Amount of the Debentures is approximately 100.5% of
the Treasury Portfolio Purchase Price and (ii) in the event of a Failed Initial
Remarketing, remarket, on the third Business Day immediately preceding the
Purchase Contract Settlement Date, the Debentures that the Trustee shall have
notified the Remarketing Agent have been tendered for, or otherwise are to be
included in, the Secondary Remarketing, at a price of approximately 100.5% of
the aggregate principal amount of such Debentures. Notwithstanding the preceding
sentence, the Remarketing Agent shall not remarket any Debentures for a price
less than the price (the "Minimum Initial Remarketing Price") necessary for the
Applicable Principal Amount of the Debentures to have an aggregate price equal
to 100% of the Treasury Portfolio Purchase Price, in the case of the Initial
Remarketing, or the aggregate principal amount of such Debentures, in the case
of the Secondary Remarketing. After deducting the fee specified in Section 3
below, the proceeds of such Initial Remarketing or Secondary Remarketing, as the
case may be, shall be paid to the Collateral Agent in accordance with Section
4.6 or 6.3 of the Pledge Agreement and Section 5.3 or 5.4 of the Purchase
Contract Agreement (each of which Sections are incorporated herein by
reference). The right of each holder of Debentures or Corporate Units to have
Debentures tendered for the


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Initial Remarketing or the Secondary Remarketing, as the case may be, shall be
limited to the extent that (i) the Remarketing Agent conducts an Initial
Remarketing and, in the event of a Failed Initial Remarketing, a Secondary
Remarketing pursuant to the terms of this Agreement, (ii) Debentures tendered
have not been called for redemption, (iii) the Remarketing Agent is able to find
a purchaser or purchasers for tendered Debentures at a price of not less than
the Minimum Initial Remarketing Price, in the case of the Initial Remarketing,
and 100% of the principal amount thereof, in the case of the Secondary
Remarketing and (iv) such purchaser or purchasers deliver the purchase price
therefor to the Remarketing Agent as and when required.

                  (c) It is understood and agreed that neither the Remarketing
Agent nor the Reset Agent shall have any obligation whatsoever to purchase any
Debentures, whether in the Initial Remarketing, Secondary Remarketing or
otherwise, and shall in no way be obligated to provide funds to make payment
upon tender of Debentures for remarketing or to otherwise expend or risk their
own funds or incur or be exposed to financial liability in the performance of
their respective duties under this Agreement or the Supplemental Remarketing
Agreement, and, without limitation of the foregoing, the Remarketing Agent shall
not be deemed an underwriter of the remarketed Debentures. The Company shall not
be obligated in any case to provide funds to make payment upon tender of
Debentures for remarketing.

                  Section 3. Fees. In the event of a Successful Initial
Remarketing, the Remarketing Agent shall retain as a remarketing fee (the
"Remarketing Fee") an amount not exceeding 25 basis points (0.25%) of the
Minimum Initial Remarketing Price from any amount received in connection with
such Initial Remarketing in excess of the Minimum Initial Remarketing Price. In
the event of a Successful Secondary Remarketing, the Remarketing Agent shall
retain as the Remarketing Fee an amount not exceeding 25 basis points (0.25%),
of the principal amount of the remarketed Debentures from any amount received in
connection with such Secondary Remarketing in excess of the aggregate principal
amount of such remarketed Debentures. In addition, the Reset Agent shall, in
either case, receive from the Company a reasonable and customary fee (the "Reset
Agent Fee"); provided, however, that if the Remarketing Agent shall also act as
the Reset Agent, then the Reset Agent shall not be entitled to receive any such
Reset Agent Fee. Payment of such Reset Agent Fee shall be made by the Company on
the Initial Remarketing Date, in the case of a Successful Initial Remarketing,
or on the third Business Day immediately preceding the Purchase Contract
Settlement Date, in the case of a Successful Secondary Remarketing, in
immediately available funds or, upon the


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instructions of the Reset Agent, by certified or official bank check or checks
or by wire transfer.

                  Section 4. Replacement and Resignation of Remarketing Agent.
(a) The Company may in its absolute discretion replace Merrill Lynch as the
Remarketing Agent and as the Reset Agent hereunder by giving notice prior to
3:00 p.m., New York City time (i) on the eleventh Business Day immediately prior
to _______________, 2003, or (ii) in the event of a Failed Initial Remarketing,
prior to 3:00 p.m., New York City time on the eleventh Business Day immediately
prior to the Purchase Contract Settlement Date, provided, in either case, that
the Company must replace Merrill Lynch both as Remarketing Agent and as Reset
Agent unless Merrill Lynch shall otherwise agree. Any such replacement shall
become effective upon the Company's appointment of a successor to perform the
services that would otherwise be performed hereunder by the Remarketing Agent
and the Reset Agent. Upon providing such notice, the Company shall use all
reasonable efforts to appoint such a successor and to enter into a remarketing
agreement with such successor as soon as reasonably practicable.

                  (b) Merrill Lynch may resign at any time and be discharged
from its duties and obligations hereunder as the Remarketing Agent and/or as the
Reset Agent by giving notice prior to 3:00 p.m., New York City time (i) on the
eleventh Business Day immediately prior to _______________, 2003, or (ii) in the
event of a Failed Initial Remarketing, on the eleventh Business Day immediately
prior to the Purchase Contract Settlement Date. Any such resignation shall
become effective upon the Company's appointment of a successor to perform the
services that would otherwise be performed hereunder by the Remarketing Agent
and/or the Reset Agent. Upon receiving notice from the Remarketing Agent and/or
the Reset Agent that it wishes to resign hereunder, the Company shall appoint
such a successor and enter into a remarketing agreement with it as soon as
reasonably practicable.

                  Section 5. Dealing in the Securities. Each of the Remarketing
Agent and the Reset Agent, when acting hereunder or, in the case of the
Remarketing Agent, under the Supplemental Remarketing Agreement, or when acting
in its individual or any other capacity, may, to the extent permitted by law,
buy, sell, hold or deal in any of the Debentures, Treasury Units, Corporate
Units or any other securities of the Company. With respect to any Debentures,
Treasury Units, Corporate Units or any other securities of the Company owned by
it, each of the Remarketing Agent and the Reset Agent may exercise any vote or
join in any action with like effect as if it did not act in any capacity
hereunder. Each of the Remarketing Agent and the Reset Agent, in its individual
capacity, either as principal


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or agent, may also engage in or have an interest in any financial or other
transaction with the Company as freely as if it did not act in any capacity
hereunder.

                  Section 6. Registration Statement and Prospectus. In
connection with the Initial Remarketing, if and to the extent required in the
view of counsel (which need not be an opinion) for either the Remarketing Agent
or the Company by applicable law, regulations or interpretations in effect at
the time of such Initial Remarketing, the Company (i) shall use its reasonable
efforts to have a registration statement relating to the Debentures effective
under the Securities Act of 1933 prior to the third Business Day immediately
preceding _____________, 2003, (ii) if requested by the Remarketing Agent shall
furnish a current preliminary prospectus and, if applicable, a current
preliminary prospectus supplement to be used by the Remarketing Agent in the
Initial Remarketing not later than seven Business Days prior to ____________,
2003 (or such earlier date as the Remarketing Agent may reasonably request) and
in such quantities as the Remarketing Agent may reasonably request, and (iii)
shall furnish a current final prospectus and, if applicable, a final prospectus
supplement to be used by the Remarketing Agent in the Initial Remarketing not
later than the third Business Day immediately preceding ____________, 2003 in
such quantities as the Remarketing Agent may reasonably request, and shall pay
all expenses relating thereto. In the event of a Failed Initial Remarketing and
in connection with the Secondary Remarketing, if and to the extent required in
the view of counsel (which need not be an opinion) for either the Remarketing
Agent or the Company by applicable law, regulations or interpretations in effect
at the time of such Secondary Remarketing, the Company (i) shall use its
reasonable efforts to have a registration statement relating to the Debentures
effective under the Securities Act of 1933 prior to the third Business Day
immediately preceding the Purchase Contract Settlement Date, (ii) if requested
by the Remarketing Agent, shall furnish a current preliminary prospectus and, if
applicable, a current preliminary prospectus supplement to be used by the
Remarketing Agent in the Secondary Remarketing not later than seven Business
Days prior to the Purchase Contract Settlement Date (or such earlier date as the
Remarketing Agent may reasonably request) and in such quantities as the
Remarketing Agent may reasonably request, and (iii) shall furnish a current
final prospectus and, if applicable, a final prospectus supplement to be used by
the Remarketing Agent in the Secondary Remarketing not later than the third
Business Day immediately preceding the Purchase Contract Settlement Date in such
quantities as the Remarketing Agent may reasonably request, and shall pay all
expenses relating thereto. The Company shall also take all such actions as may
(upon advice of counsel to the Company or the Remarketing Agent) be necessary or
desirable under state securities or blue sky laws in connection with the Initial
Remarketing and the Secondary Remarketing.


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                  Section 7. Conditions to the Remarketing Agent's Obligations.
(a) The obligations of the Remarketing Agent and the Reset Agent under this
Agreement and, in the case of the Remarketing Agent, the Supplemental
Remarketing Agreement shall be subject to the terms and conditions of this
Agreement and the Supplemental Remarketing Agreement, including, without
limitation, the following conditions: (i) the Debentures tendered for, or
otherwise to be included in the Initial Remarketing or Secondary Remarketing, as
the case may be, have not been called for redemption, (ii) the Remarketing Agent
is able to find a purchaser or purchasers for tendered Debentures (1) in the
case of the Initial Remarketing, at a price not less than Minimum Initial
Remarketing Price, and (2) in the case of the Secondary Remarketing, at a price
not less than 100% of the principal amount thereof, (iii) the Purchase Contract
Agent, the Collateral Agent, the Custodial Agent, the Company and the Trustee
shall have performed their respective obligations in connection with the Initial
Remarketing and, in the event of a Failed Initial Remarketing, in connection
with the Secondary Remarketing, in each case pursuant to the Purchase Contract
Agreement, the Pledge Agreement, the Indenture, this Agreement and the
Supplemental Remarketing Agreement (including, without limitation, giving the
Remarketing Agent notice of the Treasury Portfolio Purchase Price no later than
10:00 a.m., New York City time, on the fourth Business Day prior to
____________, 2003, in the case of the Initial Remarketing, and giving the
Remarketing Agent notice of the aggregate principal amount, as the case may be,
of Debentures to be remarketed, no later than 10:00 a.m., New York City time, on
the fourth Business Day prior to the Purchase Contract Settlement Date, in the
case of the Secondary Remarketing, and, in each case, concurrently delivering
the Debentures to be remarketed to the Remarketing Agent), (iv) no Event of
Default (as defined in the Indenture) shall have occurred and be continuing, (v)
the accuracy of the representations and warranties of the Company included and
incorporated by reference in this Agreement and the Supplemental Remarketing
Agreement or in certificates of any officer of the Company or any of its
subsidiaries delivered pursuant to the provisions included or incorporated by
reference in this Agreement or the Supplemental Remarketing Agreement, (vi) the
performance by the Company of its covenants and other obligations included and
incorporated by reference in this Agreement and the Supplemental Remarketing
Agreement, and (vii) the satisfaction of the other conditions set forth and
incorporated by reference in this Agreement and the Supplemental Remarketing
Agreement.

                  (b) If at any time during the term of this Agreement, any
Indenture Event of Default or event that with the passage of time or the giving
of notice or both would become an Indenture Event of Default has occurred and is
continuing under the Indenture, then the obligations and duties of the
Remarketing Agent and the


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Reset Agent under this Agreement and the Supplemental Remarketing Agreement
shall be suspended until such default or event has been cured. The Company will
promptly give the Remarketing Agent notice of all such defaults and events of
which the Company is aware.

                  Section 8. Termination of Remarketing Agreement. This
Agreement shall terminate as to any Remarketing Agent or Reset Agent which is
replaced on the effective date of its replacement pursuant to Section 4(a)
hereof or pursuant to Section 4(b) hereof. Notwithstanding any such termination,
the obligations set forth in Section 3 hereof shall survive and remain in full
force and effect until all amounts payable under said Section 3 shall have been
paid in full. In addition, each former Remarketing Agent and Reset Agent shall
be entitled to the rights and benefits under Section 10 of this Agreement
notwithstanding the replacement or resignation of such Remarketing Agent or
Reset Agent.

                  Section 9. Remarketing Agent's Performance; Duty of Care. The
duties and obligations of the Remarketing Agent and the Reset Agent shall be
determined solely by the express provisions of this Agreement and, in the case
of the Remarketing Agent, the Supplemental Remarketing Agreement. No implied
covenants or obligations of or against the Remarketing Agent or the Reset Agent
shall be read into this Agreement or the Supplemental Remarketing Agreement. In
the absence of bad faith on the part of the Remarketing Agent or the Reset
Agent, as the case may be, the Remarketing Agent and the Reset Agent each may
conclusively rely upon any document furnished to it which purports to conform to
the requirements of this Agreement or the Supplemental Remarketing Agreement, as
the case may be, as to the truth of the statements expressed therein. Each of
the Remarketing Agent and the Reset Agent shall be protected in acting upon any
document or communication reasonably believed by it to be signed, presented or
made by the proper party or parties. Neither the Remarketing Agent nor the Reset
Agent shall have any obligation to determine whether there is any limitation
under applicable law on the Reset Rate on the Debentures or, if there is any
such limitation, the maximum permissible Reset Rate on the Debentures, and they
shall rely solely upon written notice from the Company (which the Company agrees
to provide prior to the tenth Business Day before __________, 2003, in the case
of the Initial Remarketing, and prior to the tenth Business Day before Purchase
Contract Settlement Date, in the case of the Secondary Remarketing) as to
whether or not there is any such limitation and, if so, the maximum permissible
Reset Rate. Neither the Remarketing Agent nor the Reset Agent shall incur any
liability under this Agreement or the Supplemental Remarketing Agreement to any
beneficial owner or holder of Debentures, or other securities, either in its
individual capacity or as


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Remarketing Agent or Reset Agent, as the case may be, for any action or failure
to act in connection with the Remarketing or otherwise in connection with the
transactions contemplated by this Agreement or the Supplemental Remarketing
Agreement. The provisions of this Section 9 shall survive any termination of
this Agreement and shall also continue to apply to every Remarketing Agent and
Reset Agent notwithstanding their resignation or removal.

                  Section 10. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless the Remarketing Agent, the Reset Agent and
their respective directors, officers, employees, agents, affiliates and each
person, if any, who controls the Remarketing Agent or the Reset Agent within the
meaning of either Section 15 of the Securities Act of 1933, as amended (the
"1933 Act"), or Section 20 of the Securities Exchange Act of 1934, as amended
(the "1934 Act") (the Remarketing Agent, the Reset Agent and each such person or
entity being an "Indemnified Party"), as follows:

                         (i)  from and against any and all losses, claims,
damages, liabilities and expenses whatsoever, joint or several, as incurred, to
which such Indemnified Party may become subject under any applicable federal or
state law, or otherwise, and related to, arising out of, or based on (A) the
failure to have an effective Registration Statement (as defined in the
Supplemental Remarketing Agreement) under the 1933 Act relating to the
Debentures, as the case may be, if required, or the failure to satisfy the
prospectus delivery requirements of the 1933 Act because the Company failed to
provide the Remarketing Agent with a Prospectus (as defined in the Supplemental
Remarketing Agreement) for delivery, or (B) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
any amendment thereto (including any information deemed to be a part of the
Registration Statement at the time it became effective pursuant to paragraph (b)
of Rule 430A under the 1933 Act, if applicable), or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading, or (C) any untrue statement or
alleged untrue statement of a material fact contained in any preliminary
prospectus or the Prospectus, or any amendment or supplement thereto, or the
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, or (D) any untrue statement or alleged untrue
statement of a material fact contained in any other information (whether oral or
written) or documents (including, without limitation, any documents incorporated
or deemed to be incorporated by reference in any such information or documents)
provided by the Company for use in connection with the remarketing of the
Debentures or any of the transactions related


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<PAGE>   11
thereto, or (E) any breach by the Company of any of the representations,
warranties or agreements included or incorporated by reference in this Agreement
or the Supplemental Remarketing Agreement, or (F) any failure by the Company to
make or consummate the remarketing of the Debentures (including, without
limitation, any Failed Initial Remarketing or Failed Secondary Remarketing) or
the withdrawal, recession, termination, amendment or extension of the terms of
such remarketing, or (G) any failure on the part of the Company to comply, or
any breach by the Company of, any of the provisions included or incorporated by
reference in this Agreement, the Supplemental Remarketing Agreement, the
Purchase Contract Agreement, the Corporate Units, the Treasury Units, the Pledge
Agreement, the Indenture or the Debentures (collectively, the "Operative
Documents") or (H) the remarketing of the Debentures, as the case may be, or any
other transaction contemplated by any of the Operative Documents, or the
engagement of the Remarketing Agent or the Reset Agent pursuant to, or the
performance by the Remarketing Agent or the Reset Agent of the respective
services contemplated by, this Agreement or the Supplemental Remarketing
Agreement, whether or not the Initial Remarketing or the Secondary Remarketing
or the reset of the interest rate on the Debentures as contemplated herein
actually occur;

                         (ii)  against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or of any claim
whatsoever related to, arising out of or based on any matter described in (i)
above; and

                         (iii) against any and all expense whatsoever, as
incurred (including the fees and disbursements of counsel chosen by Merrill
Lynch), incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever related to, arising out
or based on any matter described in (i) above, whether or not such Indemnified
Party is a party and whether or not such claim, action or proceeding is
initiated or brought by or on behalf of the Company to the extent that any such
expense is not paid under (i) or (ii) above;

provided, however, that the Company shall not be liable under clause (i)(B),
(i)(C) or (i)(D) to the extent any such loss, claim, damage, liability or
expense arises out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and conformity with written
information furnished to the Company by the Remarketing Agent or the Reset Agent
expressly for use in the Registration Statement (or any amendment thereto) or
any preliminary prospectus or the


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<PAGE>   12
Prospectus (or any amendment or supplement thereto) or any other documents used
in connection with remarketing of the Debentures, as the case may be; provided,
further, that with respect to any untrue statement or omission of a material
fact made in any preliminary prospectus, the indemnity agreement contained in
this Section 10(a) shall not inure to the benefit of the Remarketing Agent to
the extent that any such loss, claim, damage or liability of the Remarketing
Agent occurs under the circumstance where it shall have been determined by a
court of competent jurisdiction by final and nonappealable judgment that (w) the
Company had previously furnished copies of the Prospectus to Merrill Lynch, (x)
delivery of the Prospectus was required to be made to such person, (y) the
untrue statement or omission of a material fact contained in the preliminary
prospectus was corrected in the Prospectus, and (z) there was not sent or given
to such person, at or prior to the written confirmation of the sale of
Securities to such person, a copy of the Prospectus.

                  The Company agrees that no Indemnified Party shall have any
liability (whether direct or indirect, in contract or tort or otherwise) to the
Company or its respective security holders or creditors relating to or arising
out of the engagement of the Remarketing Agent or the Reset Agent pursuant to,
or the performance by the Remarketing Agent or the Reset Agent of their
respective services contemplated by, this Agreement or the Supplemental
Remarketing Agreement except to the extent that any loss, claim, damage,
liability or expense is found in a final judgment by a court of competent
jurisdiction to have resulted from the willful misconduct, gross negligence or
bad faith of the Remarketing Agent or the Reset Agent, as the case may be.

                  The Company agrees that, without Merrill Lynch's prior written
consent, it will not settle, compromise or consent to the entry of any judgment
with respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any action or claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 10 (whether or not Merrill Lynch or any other Indemnified
Party is an actual or potential party to such claim, action or proceeding),
unless such settlement, compromise or consent (i) includes an unconditional
release of each Indemnified Party from all liability arising out of such
litigation, investigation, proceeding, action or claim and (ii) does not include
a statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an Indemnified Party.


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<PAGE>   13
                  (b) If the indemnification provided for in Section 10(a)
hereof is for any reason unavailable to or insufficient to hold harmless an
Indemnified Party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then the Company shall contribute to the aggregate
amount of such losses, liabilities, claims, damages and expenses incurred by
such Indemnified Party, as incurred, (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
Remarketing Agent and the Reset Agent on the other hand from the remarketing of
the Debentures contemplated hereby or (ii) if the allocation provided by clause
(i) is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company on the one hand and of the Remarketing Agent
and the Reset Agent on the other hand in connection with the statements,
omissions or other matters which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Remarketing
Agent and the Reset Agent on the other hand in connection with the remarketing
of the Debentures contemplated hereby shall be deemed to be in the same
respective proportions as the aggregate principal amount of the Debentures which
are or are to be remarketed bears to the aggregate fees actually received by the
Remarketing Agent and the Reset Agent under Section 3 hereof. The relative fault
of the Company on the one hand and the Remarketing Agent and the Reset Agent on
the other hand (i) in the case of an untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, shall be
determined by reference to, among other things, whether such untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
by the Remarketing Agent or the Reset Agent on the other hand and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission and (ii) in the case of any other action or
omission shall be determined by reference to, among other things, whether such
action or omission was taken or omitted to be taken by the Company on the one
hand, or by the Remarketing Agent or the Reset Agent, on the other hand, and the
parties' relative intent, knowledge, access to information and opportunity to
prevent or correct such action or omission. The Company, the Remarketing Agent
and the Reset Agent agree that it would not be just and equitable if
contribution pursuant to this Section 10(b) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 10(b). The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an Indemnified Party and referred to above in this Section 10(b) shall be
deemed to include any legal or other expenses incurred by such Indemnified Party
in


                                       13

<PAGE>   14
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or any such omission or alleged omission or any other such action or
omission; provided, however, that to the extent permitted by applicable law, in
no event shall the Remarketing Agent or the Reset Agent be required to
contribute any amount which, in the aggregate, exceeds the aggregate fees
received by them under Section 3 of this Agreement. No investigation or failure
to investigate by any Indemnified Party shall impair the foregoing
indemnification and contribution agreement or any rights an Indemnified Party
may have. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

                  (c) In the event an Indemnified Party is requested or required
to appear as a witness in any action brought by or on behalf of or against the
Company, the Company agrees to reimburse the Remarketing Agent or the Reset
Agent, as the case may be, for all reasonable expenses, as incurred, which are
incurred by the Remarketing Agent or the Reset Agent, as the case may be, in
connection with such Indemnified Party's appearing and preparing to appear as
such a witness, including, without limitation, the reasonable fees and
disbursements of its legal counsel, and to compensate the Remarketing Agent or
the Reset Agent, as the case may be, in an amount to be mutually agreed upon. In
addition, the Company agrees to compensate the Remarketing Agent or the Reset
Agent, as the case may be, in an amount to be mutually agreed upon per person
per day for each day that an officer, director or employee of the Remarketing
Agent or the Reset Agent, as the case may be, or any of their respective
affiliates is involved in preparation, discovery or testimony pertaining to any
litigation, discovery or investigation in connection with this Agreement or the
Supplemental Remarketing Agreement.

                  (d) Promptly after receipt by an Indemnified Party of written
notice of any claim or commencement of an action or proceeding with respect to
which indemnification may be sought hereunder, such Indemnified Party will
notify the Company in writing of such claim or of the commencement of such
action or proceeding, but failure so to notify the Company will not relieve the
Company from any liability which it may have to such Indemnified Party under
this indemnification and contribution agreement, and in any event will not
relieve the Company from any other liability that it may have to such
Indemnified Party. Merrill Lynch shall have the right to select counsel in
connection with any transaction for which any Indemnified Party may be entitled
to indemnification or contribution hereunder, provided that in no event shall
the indemnifying parties be liable for fees and


                                       14

<PAGE>   15
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all Indemnified Parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances.

                  (e) Anything herein or in the Supplemental Remarketing
Agreement to the contrary notwithstanding, the provisions of this Section 10,
and the rights of the Remarketing Agent, the Reset Agent and the other
Indemnified Parties hereunder, shall be in addition to, and not in limitation
of, any rights or benefits (including, without limitation, rights to
indemnification or contribution) which the Remarketing Agent, the Reset Agent or
any other Indemnified Party may have under any other instrument or agreement.

                  Section 11.  Governing Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws.

                  Section 12. Term of Agreement. (a) Unless otherwise terminated
in accordance with the provisions hereof and except as otherwise provided
herein, this Agreement shall remain in full force and effect from the date
hereof until the first day thereafter on which no Debentures are outstanding,
or, if earlier, the Business Day immediately following ___________, 2003, in the
case of a Successful Initial Remarketing, or the Business Day immediately
following the Purchase Contract Settlement Date, in the case of a Successful
Secondary Remarketing. Anything herein to the contrary notwithstanding, the
provisions of the last section of Section 8 hereof and the provisions of
Sections 3, 9, 10 and 12(b) hereof shall survive any termination of this
Agreement and remain in full force and effect.

                  (b) All representations and warranties included or
incorporated by reference in this Agreement, or the Supplemental Remarketing
Agreement, or contained in certificates of officers of the Company submitted
pursuant hereto or thereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Remarketing Agent,
the Reset Agent or any of their controlling persons, or by or on behalf of the
Company or the Purchase Contract Agent, and shall survive the remarketing of the
Debentures.

                  Section 13. Successors and Assigns. The rights and obligations
of the Company and the Purchase Contract Agent (both in its capacity as Purchase
Contract Agent and as attorney-in-fact) hereunder may not be assigned or
delegated to any other person without the prior written consent of the
Remarketing Agent and


                                       15

<PAGE>   16
the Reset Agent. The rights and obligations of the Remarketing Agent and the
Reset Agent hereunder may not be assigned or delegated to any other person
without the prior written consent of the Company, except that the Remarketing
Agent shall have the right to appoint additional remarketing agents as provided
herein. This Agreement shall inure to the benefit of and be binding upon the
Company, the Purchase Contract Agent, the Remarketing Agent and the Reset Agent
and their respective successors and assigns and the other Indemnified Parties
(as defined in Section 10 hereof) and the successors, assigns, heirs and legal
representatives of the Indemnified Parties. The terms "successors" and "assigns"
shall not include any purchaser of Securities or Debentures merely because of
such purchase.

                  Section 14. Headings. Section headings have been inserted in
this Agreement and the Supplemental Remarketing Agreement as a matter of
convenience of reference only, and it is agreed that such section headings are
not a part of this Agreement or the Supplemental Remarketing Agreement and will
not be used in the interpretation of any provision of this Agreement or the
Supplemental Remarketing Agreement.

                  Section 15. Severability. If any provision of this Agreement
or the Supplemental Remarketing Agreement shall be held or deemed to be or
shall, in fact, be invalid, inoperative or unenforceable as applied in any
particular case in any or all jurisdictions because it conflicts with any
provisions of any constitution, statute, rule or public policy or for any other
reason, then, to the extent permitted by law, such circumstances shall not have
the effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circumstances or jurisdiction, or of rendering
any other provision or provisions of this Agreement or the Supplemental
Remarketing Agreement, as the case may be, invalid, inoperative or unenforceable
to any extent whatsoever.

                  Section 16.  Counterparts.  This Agreement and the
Supplemental Remarketing Agreement may be executed in counterparts, each of
which shall be regarded as an original and all of which shall constitute one and
the same document.

                  Section 17. Amendments. This Agreement and the Supplemental
Remarketing Agreement may be amended by any instrument in writing signed by the
parties hereto. The Company and the Purchase Contract Agent agree that they will
not enter into, cause or permit any amendment or modification of the Purchase
Contract Agreement, the Indenture, the Pledge Agreement, the Debentures, the
Equity Units or any other instruments or agreements relating to the Debentures
or the Equity Units which would in any way affect the rights, duties or
obligations of the


                                       16

<PAGE>   17
Remarketing Agent or the Reset Agent without the prior written consent of the
Remarketing Agent or the Reset Agent, as the case may be.

                  Section 18. Notices. Unless otherwise specified, any notices,
requests, consents or other communications given or made hereunder or pursuant
hereto shall be made in writing or transmitted by any standard form of
telecommunication, including telephone or telecopy, and confirmed in writing.
All written notices and confirmations of notices by telecommunication shall be
deemed to have been validly given or made when delivered or mailed, registered
or certified mail, return receipt requested and postage prepaid. All such
notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to NRG Energy, Inc., 901 Marquette Avenue, Suite
2300, Minneapolis, Minnesota, 55402, Attention: Chief Financial Officer; if to
the Remarketing Agent or Reset Agent, to Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, at World Financial Center, North Tower, New
York, New York 10281, Attention: Phil Jones, with a copy to Skadden, Arps,
Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036,
Attention: John W. Osborn; and if to the Purchase Contract Agent, to
_________________, ______________________________________________, or to such
other address as any of the above shall specify to the other in writing.

                  Section 19. Information. The Company agrees to furnish the
Remarketing Agent and the Reset Agent with such information and documents as the
Remarketing Agent or the Reset Agent may reasonably request in connection with
the transactions contemplated by this Remarketing Agreement and the Supplemental
Remarketing Agreement, and make reasonably available to the Remarketing Agent,
the Reset Agent and any accountant, attorney or other advisor retained by the
Remarketing Agent or the Reset Agent such information that parties would
customarily require in connection with a due diligence investigation conducted
in accordance with applicable securities laws and cause the Company's officers,
directors, employees and accountants to participate in all such discussions and
to supply all such information reasonably requested by any such person in
connection with such investigation.



                                       17

<PAGE>   18

                  IN WITNESS WHEREOF, each of the Company, the Purchase Contract
Agent and the Remarketing Agent has caused this Agreement to be executed in its
name and on its behalf by one of its duly authorized signatories as of the date
first above written.

                                      NRG ENERGY, INC.



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

CONFIRMED AND ACCEPTED:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


By:
   ------------------------------------
      Authorized Signatory


------------------------------------------------
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for the holders of
the Purchase Contracts


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


<PAGE>   19
                                                                    Exhibit A to
                                                           Remarketing Agreement




                   Form of Supplemental Remarketing Agreement


         Supplemental Remarketing Agreement dated _____________, ____ among NRG
Energy, Inc., a Delaware corporation (the "Company"), ___________________ (the
"Remarketing Agent"), and _________________, as Purchase Contract Agent and
attorney-in-fact for the Holders of the Purchase Contracts (as such terms are
defined in the Purchase Contract Agreement referred to in Schedule I hereto)

         NOW, THEREFORE, for and in consideration of the covenants herein made,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

         1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the Remarketing Agreement
dated as of _______________, 2001 (the "Remarketing Agreement") among the
Company, the Purchase Contract Agent and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated or, if not defined in the Remarketing
Agreement, the meanings assigned to them in the Purchase Contract Agreement (as
defined in Schedule I hereto).

         2. Registration Statement and Prospectus. The Company has filed with
the Securities and Exchange Commission, and there has become effective, a
registration statement on Form S-3, including a prospectus, relating to the
Securities (as such term is defined on Schedule I hereto). Such Registration
Statement, as amended, and including the information deemed to be a part thereof
pursuant to Rule 430A under the Securities Act of 1933, as amended (the "1933
Act"), and the documents incorporated or deemed to be incorporated by reference
therein, are hereinafter called, collectively, the "Registration Statement";
[the related preliminary prospectus dated ___________, including the documents
incorporated or deemed to be incorporated by reference therein, [and preliminary
prospectus supplemented dated __________] are hereinafter called, [collectively]
the "preliminary prospectus";] and the related prospectus dated, including the
documents incorporated or deemed to be incorporated by reference therein, [and
prospectus


<PAGE>   20
supplement dated ________] are hereinafter called, [collectively,] the
"Prospectus." The Company has provided copies of the Registration Statement [,
the preliminary prospectus] and the Prospectus to the Remarketing Agent, and
hereby consents to the use of the [preliminary prospectus] and the Prospectus in
connection with the remarketing of the Securities. [IN THE EVENT THAT A
REGISTRATION STATEMENT IS NOT REQUIRED, INSERT THE FOLLOWING: The Company has
provided to the Remarketing Agent, for use in connection with remarketing of the
Securities (as such term is defined on Schedule I hereto), a [preliminary
remarketing memorandum and] remarketing memorandum and [describe other
materials, if any]. Such remarketing memorandum (including the documents
incorporated or deemed to be incorporated by reference therein, [and] [describe
other materials] are hereinafter called, collectively, the "Prospectus," [and
such preliminary marketing memorandum (including the documents incorporated or
deemed to be incorporated by reference therein) is hereinafter called a
"preliminary prospectus")]. The Company hereby consents to the use of the
Prospectus [and the preliminary prospectus] in connection with the remarketing
of the Securities]. All references in this Agreement to amendments or
supplements to the Registration Statement [, the preliminary prospectus] or the
Prospectus shall be deemed to mean and include the filing of any document under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), which is
incorporated or deemed to be incorporated by reference in the Registration
Statement [, the preliminary prospectus] or the Prospectus, as the case may be.

         3.       Provisions Incorporated by Reference.

                  (a) Subject to Section 3(b), the provisions of the
Underwriting Agreement (other than Section 2, Section 3, Section 4, Section 7,
Section 8 and Section 9 thereof) are incorporated herein by reference, mutatis
mutandis, and the Company hereby makes the representations and warranties, and
agrees to comply with the covenants and obligations, set forth in the provisions
of the Units Underwriting Agreement incorporated by reference herein, as
modified by the provisions of Section 3(b) hereof.

                  (b) With respect to the provisions of the Underwriting
Agreement incorporated herein, for the purposes hereof, (i) all references
therein to the "Underwriter" or "Underwriters" shall be deemed to refer to the
Remarketing Agent and all references to the "Representative" or the
"Representatives" shall be deemed to refer to Merrill Lynch, Pierce, Fenner &
Smith Incorporated, ("Merrill Lynch"); (ii) all references therein to the
"Securities" or "Initial Securities" shall be deemed to refer to the Securities
as defined herein; (iii) all references therein to the "Closing Date" shall be
deemed to refer to the Remarketing Closing Date specified in


                                       A-2

<PAGE>   21
Schedule I hereto; (iv) all references therein to the "Registration Statement"
[, the "Preliminary Final Prospectus"] or the "Final Prospectus" shall be deemed
to refer to the Registration Statement[, the preliminary prospectus] and the
Prospectus, respectively, as defined herein; (v) all references therein to this
"Agreement," the "Underwriting Agreement," "hereof," "herein" and all references
of similar import, shall be deemed to mean and refer to this Supplemental
Remarketing Agreement; (vi) all references therein to "the date hereof," "the
date of this Agreement" and all similar references shall be deemed to refer to
the date of this Supplemental Remarketing Agreement; (vii) all references
therein to any "settlement date" shall be disregarded; and (viii) [other
changes].]

         4. Remarketing. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth or incorporated by
reference herein and in the Remarketing Agreement, the Remarketing Agent agrees
to use its reasonable efforts to remarket, in the manner set forth in Section
2(b) of the Remarketing Agreement, the aggregate principal amount, as the case
may be, of Securities set forth in Schedule I hereto at a purchase price not
less than 100% of the [Minimum Initial Remarketing Price] [aggregate principal
amount of the Securities]. In connection therewith, the registered holder or
holders thereof agree, in the manner specified in Section 5 hereof, to pay to
the Remarketing Agent a Remarketing Fee equal to an amount not exceeding 25
basis points (0.25%) of [the Minimum Initial Remarketing Price] [such aggregate
principal amount,] payable by deduction from any amount received in connection
from such [Initial][Secondary] Remarketing in excess of the [Minimum Initial
Remarketing Price] [aggregate principal amount of the Securities]. The right of
each holder of Securities to have Securities tendered for purchase shall be
limited to the extent set forth in the last sentence of Section 2(b) of the
Remarketing Agreement (which is incorporated by reference herein). As more fully
provided in Section 2(c) of the Remarketing Agreement (which is incorporated by
reference herein), the Remarketing Agent is not obligated to purchase any
Securities in the remarketing or otherwise, and neither the Sponsor nor the
Remarketing Agent shall be obligated in any case to provide funds to make
payment upon tender of Securities for remarketing.

         5. Delivery and Payment. Delivery of payment for the remarketed
Securities by the purchasers thereof identified by the Remarketing Agent and
payment of the Remarketing Fee shall be made on the Remarketing Closing Date at
the location and time specified in Schedule I hereto (or such later date not
later than five Business Days after such date as the Remarketing Agent shall
designate), which date and time may be postponed by agreement between the
Remarketing Agent and the Company. Delivery of the remarketed Securities and
payment of the


                                       A-3

<PAGE>   22
Remarketing Fee shall be made to the Remarketing Agent against payment by the
respective purchasers of the remarketed Securities of the consideration therefor
as specified herein, which consideration shall be paid to the Collateral Agent
for the account of the persons entitled thereto by certified or official bank
check or checks drawn on or by a New York Clearing House bank and payable in
immediately available funds or in immediately available funds by wire transfer
to an account or accounts designated by the Collateral Agent.

         If the Securities are not represented by a Global Security held by or
on behalf of The Depositary Trust Company, certificates for the Securities shall
be registered in such names and denominations as the Remarketing Agent may
request not less than one full Business Day in advance of the Remarketing
Closing Date, and the Company, the Collateral Agent and the registered holder or
holders thereof agree to have such certificates available for inspection,
packaging and checking by the Remarketing Agent in New York, New York not later
than 1:00 p.m. on the Business Day prior to the Remarketing Closing Date.

         6. Notices. Unless otherwise specified, any notices, requests, consents
or other communications given or made hereunder or pursuant hereto shall be made
in writing or transmitted by any standard form of telecommunication, including
telephone or telecopy, and confirmed in writing. All written notices and
confirmations of notices by telecommunication shall be deemed to have been
validly given or made when delivered or mailed, registered or certified mail,
return receipt requested and postage prepaid. All such notices, requests,
consents or other communications shall be addressed as follows: if to the
Company, to NRG Energy, Inc., 901 Marquette Avenue, Suite 2300, Minneapolis,
Minnesota, 55402, Attention: Chief Financial Officer; if to the Remarketing
Agent, to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated at World Financial Center, North Tower, New York, New York 10281,
Attention: Phil Jones; with a copy to Skadden, Arps, Slate, Meagher & Flom LLP,
Four Times Square, New York, NY 10036, Attention: John W. Osborn; and if to the
Purchase Contract Agent, to _________________, _______________________________,
or to such other address as any of the above shall specify to the other in
writing.

         7. Conditions to Obligations of Remarketing Agent. Anything herein to
the contrary notwithstanding, the parties hereto agree (and the holders and
beneficial owners of the Securities will be deemed to agree) that the
obligations of the Remarketing Agent under this Agreement and the Remarketing
Agreement are subject to the satisfaction of the conditions set forth in Section
7 of the Remarketing Agreement (which are incorporated herein by reference), and
to the satisfaction, on


                                       A-4

<PAGE>   23
the Remarketing Closing Date, of the conditions incorporated by reference herein
from Section 6 of the Underwriting Agreement as modified by Section 3(b) hereof
(including, without limitation, the delivery of opinions of counsel, officers'
certificates and accountants' comfort letters in form and substance satisfactory
to the Remarketing Agent, the accuracy as of the Remarketing Closing Date of the
representations and warranties of the Company included and incorporated by
reference herein and the performance by the Company of its obligations under the
Remarketing Agreement and this Agreement as and when required hereby and
thereby). In addition, anything herein or in the Remarketing Agreement to the
contrary notwithstanding, the Remarketing Agreement and this Agreement may be
terminated by the Remarketing Agent, by notice to the Company at any time prior
to the time of settlement on the Remarketing Closing Date, if any of the events
or conditions set forth in Section 10 of the Underwriting Agreement, as modified
by Section 3(b) hereof, shall have occurred or shall exist.

         8. Indemnity and Contribution.  Anything herein to the contrary
notwithstanding, the Remarketing Agent shall be entitled to indemnity and
contribution on the terms and conditions set forth in the Remarketing Agreement.


                                       A-5

<PAGE>   24
         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the Remarketing Agent.

                                             Very truly yours,

                                             NRG ENERGY, INC.


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



CONFIRMED AND ACCEPTED:


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


By:
   -------------------------------
      Authorized Signatory

[Add other Remarketing Agents, if any]


------------------------------------------------
not individually but solely as Purchase Contract
Agent and as attorney-in-fact for the holders of
the Purchase Contracts


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


                                       A-6

<PAGE>   25
                                   SCHEDULE I


Securities subject to the remarketing: ___% Debentures due ________, 2006 of the
         Company (the "Securities").

Purchase Contract Agreement, dated as of _____________, 2001 (the "Purchase
         Contract Agreement") by and between NRG Energy, Inc., a Delaware
         corporation, and _________________, a national banking association.

         Pledge Agreement dated as of _____________, 2001 (the "Pledge
         Agreement") by and between NRG Energy, Inc., a Delaware corporation,
         _________________ a national banking association, and ________________.

Indenture dated as of _____________, 2001 (the "Base Indenture")
         by and between NRG Energy, Inc., a Delaware corporation, and
         _________________.

Supplemental Indenture, dated as of _____________, 2001
         (the "Supplemental Indenture" and, together with the Base Indenture,
         the "Indenture") by and between NRG Energy, Inc., a Delaware
         corporation, and ________________________.

[Minimum Initial Remarketing Price]
[Aggregate Principal Amount of Securities:  $ ____________]

Underwriting Agreement, dated _____________, 2001 (the "Underwriting
         Agreement") among NRG Energy, Inc. and Merrill Lynch & Co., Merrill
         Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston
         Corporation, CIBC World Markets Corp., J. P. Morgan Securities Inc. and
         Salomon Smith Barney Inc.

Remarketing Closing Date, Time and Location:


                                       A-7