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                                                                   EXHIBIT 10.3C


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                           ASSIGNMENT AND REASSIGNMENT
                               OF OWNERS AGREEMENT

                           Dated as of August 24, 2000

                                     between

                RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC,
                                   as Assignor

                                       and

                           CONEMAUGH LESSOR GENCO LLC,
                                   as Assignee




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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                               <C>
SECTION 1. DEFINITIONS............................................................................................1


SECTION 2. ASSIGNMENT OF OWNERS AGREEMENT TO OWNER LESSOR.........................................................2

     Section 2.1      Assignment of Owners Agreement..............................................................2
     Section 2.2      Assumption by the Owner Lessor..............................................................2

SECTION 3. REASSIGNMENT OF OWNERS AGREEMENT TO REMA...............................................................3

     Section 3.1      Reassignment of Owners Agreement............................................................3
     Section 3.2      Assumption by REMA..........................................................................3

SECTION 4. AMENDMENT OF OWNERS AGREEMENT..........................................................................3


SECTION 5. SECURITY FOR OWNER LESSOR'S OBLIGATION UNDER LESSOR NOTES..............................................3


SECTION 6. MISCELLANEOUS..........................................................................................4

     Section 6.1      Amendments and Waivers......................................................................4
     Section 6.2      Notices.....................................................................................4
     Section 6.3      Survival....................................................................................5
     Section 6.4      Successors and Assigns......................................................................5
     Section 6.5      Governing Law...............................................................................6
     Section 6.6      Severability................................................................................6
     Section 6.7      Counterparts................................................................................6
     Section 6.8      Headings....................................................................................6
     Section 6.9      Further Assurances..........................................................................6
     Section 6.10     Limitation of Liability.....................................................................6
     Section 6.11     Measuring Life..............................................................................7
</TABLE>

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                           ASSIGNMENT AND REASSIGNMENT
                               OF OWNERS AGREEMENT


         This ASSIGNMENT AND REASSIGNMENT OF OWNERS AGREEMENT (as the same may
be amended, supplemented or otherwise modified from time to time, this
"AGREEMENT"), dated as of August 24, 2000, is made between Reliant Energy
Mid-Atlantic Power Holdings LLC, a Delaware limited liability company (together
with its successors and permitted assigns, "REMA") and Conemaugh Lessor Genco
LLC, a Delaware limited liability company (together with its successors and
permitted assigns, the "OWNER LESSOR").

                                   WITNESSETH:

         WHEREAS, REMA, as a co-owner, has 16.45% undivided interest in the
Facility as tenant-in-common with the right to nonexclusive possession of the
Facility;

         WHEREAS, the rights and obligations as tenants-in-common of the
co-owners of the Facility and the Facility Site and all improvements
constructed, and all personal property situated thereon, are governed by the
Owners Agreement;

         WHEREAS, simultaneously herewith, REMA has conveyed to the Owner Lessor
the Facility Interest pursuant to the Deed and Bill of Sale, and has leased to
the Owner Lessor the Ground Interest pursuant to the Site Lease and Sublease;

         WHEREAS, the Owner Lessor will lease to REMA the Facility Interest and
the Ground Lease pursuant to the Facility Lease and the Site Lease and Sublease,
respectively, in each case for the length of the Facility Lease Term;

         WHEREAS, pursuant to the terms hereof, (i) REMA will assign to the
Owner Lessor all of REMA's right, title and interest under the Owners Agreement,
and (ii) the Owner Lessor will reassign all of the Owner Lessor's right, title
and interest under the Owners Agreement assigned to it by REMA hereunder back to
REMA for a term equal to the Facility Lease Term (unless earlier terminated
pursuant to the terms of this Agreement);

         WHEREAS, the parties to this Agreement desire to clarify the Owner
Lessor's and REMA's rights and obligations relating to the Facility Interest
under the Owners Agreement;

         NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the parties hereto agree
as follows:

                                   WITNESSETH:

SECTION 1. DEFINITIONS

         Unless the context hereof shall otherwise require, capitalized terms
used and not otherwise defined herein shall have the meanings assigned to them
in, and this Agreement (including capitalized terms defined herein) shall be
interpreted in accordance with, Appendix A

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to the Participation Agreement dated as of August 24, 2000 among REMA, as
Facility Lessee, the Owner Lessor, Wilmington Trust Company, in its individual
capacity and as Lessor Manager, the Owner Participant, and Bankers Trust
Company, in its individual capacity and as Lease Indenture Trustee and as Pass
Through Trustee. The general provisions of such Appendix shall apply to the
terms used in this Agreement and specifically defined herein.

         As used in this Agreement, the following terms shall have the
respective meanings assigned thereto as follows:

         "Lessor Possession Date" shall mean the earlier to occur of (a) the
expiration or termination of the Facility Lease Term, and (b) the date on which
the Facility Lessee shall lose possession of such the Facility Interest, as the
case may be, pursuant to Section 13 or 14 of the Facility Lease.

         "Owner" shall mean the owner of the Facility Interest under the Owners
Agreement.

SECTION 2. ASSIGNMENT OF OWNERS AGREEMENT TO OWNER LESSOR

     Section 2.1  Assignment of Owners Agreement.

         (a) REMA hereby assigns to the Owner Lessor all of REMA's right, title,
and interest in, to and under the Owners Agreement. The assignment effected by
this Section 2.1(a) shall terminate only (i) with respect to the Released
Interest or Surplus Released Interest (as defined in Section 14.6 of the
Facility Lease), on the early termination of the Facility Lease with respect to
the Facility Interest pursuant to and in accordance with Section 14 thereof,
(ii) in whole, on the early termination of the Facility Lease pursuant to and in
accordance with Section 10.2 thereof or (iii) in whole, if REMA purchases the
Facility Interest upon the early termination of the Facility Lease pursuant to
and in accordance with Section 13.2 thereof.

         (b) The parties hereto agree that, in consequence of the assignment
effected by Section 2.1(a) and the reassignment effected by Section 3.1(a), from
and after the Lessor Possession Date with respect to the Facility Interest the
Owner Lessor shall have all right, title and interest of REMA in, to and under,
the Owners Agreement, including the right to schedule and take up to the Owner
Lessor's Percentage of the net generating capability of the Facility.

     Section 2.2  Assumption by the Owner Lessor.

         (a) Subject to paragraph (b) of this Section 2.2, the Owner Lessor
hereby assumes and agrees to perform, effective as of the Lessor Possession Date
for the Facility Interest, all of the duties and obligations of REMA under the
Owners Agreement with respect to the Facility Interest.

         (b) Notwithstanding anything to the contrary hereinabove set forth, (i)
prior to the Lessor Possession Date, the Owner Lessor shall have no obligation
or liability under the Owners Agreement, and (ii) prior to the Lessor Possession
Date, the Owner Lessor shall not be liable for any costs of operation of the
Facility Interest.


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SECTION 3. REASSIGNMENT OF OWNERS AGREEMENT TO REMA

     Section 3.1  Reassignment of Owners Agreement.

         (a) The Owner Lessor hereby reassigns all of the Owner Lessor's right,
title, and interest in, to and under the Owners Agreement assigned to it by REMA
pursuant to Section 2.1 to REMA. The reassignment effected by this Section
3.1(a) shall terminate only (i) upon any termination of the assignment as
provided in Section 2.1(a) (to the extent of such termination), (ii) in whole on
the later to occur of the stated expiration of the Facility Lease Term or any
Renewal Lease Term elected by REMA in accordance with Section 15 of the Facility
Lease, (iii) upon the earlier termination of the Facility Lease with respect to
any portion of the Facility Interest pursuant to and in accordance with Section
14 of the Facility Lease, (iv) in whole, upon early termination of the Facility
Lease pursuant to and in accordance with Section 13 or 14 thereof, and (v) in
whole, upon the earlier termination of the Facility Lease pursuant to and in
accordance with Section 17.1(b) of the Facility Lease in consequence of a Lease
Event of Default thereunder.

         (b) The parties hereto agree that, in consequence of the reassignment
effected by Section 3.1(a), from and after the date of this Agreement REMA,
shall, inter alia, have all right, title and interest of the Owner Lessor in, to
and under the Owners Agreement, including the right to schedule and take up to
the Owner Lessor's Percentage of the net generating capability of Facility.

         Section 3.2  Assumption by REMA. REMA hereby assumes and agrees to
perform, effective as of the date of this Agreement, the Owner Lessor's
Percentage of all of the duties and obligations of REMA under the Owners
Agreement with respect to the Facility Interest.

SECTION 4. AMENDMENT OF OWNERS AGREEMENT.

         REMA agrees that it will not, without the prior written consent of the
Owner Lessor, consent to any amendment, modification or supplement to the Owners
Agreement that could reasonably be expected to have a material adverse effect on
the rights of the Owner Lessor or, so long as the Lien of the Lease Indenture
shall not have been terminated or discharged, the Lease Indenture Trustee or the
Noteholders, or the value of the Facility Interest, unless such modification or
supplement is required by Applicable Law or is necessary to operate or maintain
the Facility in compliance with Applicable Law.

SECTION 5. SECURITY FOR OWNER LESSOR'S OBLIGATION UNDER LESSOR NOTES

         In order to secure the Lessor Notes, the Owner Lessor will, pursuant to
the Lease Indenture, grant a Lien to the Lease Indenture Trustee in and to all
of the Owner Lessor's right, title and interest in, to and under this Agreement.
REMA hereby consents to such assignment and creation of such Lien and
acknowledges receipt of copies of the Lease Indenture, it being understood that
such consent shall not affect any requirement or the absence of any requirement
for any consent under any other circumstances. Unless and until the REMA shall
have received written notice from the Lease Indenture Trustee that the Lien of
the Lease Indenture has been fully released, the Lease Indenture Trustee under
the Lease Indenture shall have the rights of the


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Owner Lessor under this Agreement to the extent set forth in, and subject in
each case to, the exceptions set forth in, the Lease Indenture.

SECTION 6. MISCELLANEOUS

     Section 6.1  Amendments and Waivers. No term, covenant, agreement or
condition of this Agreement may be terminated, amended or compliance therewith
waived (either generally or in a particular instance, retroactively or
prospectively) except by an instrument or instruments in writing executed by
each party hereto.

     Section 6.2  Notices. Unless otherwise expressly specified or permitted by
the terms hereof, all communications and notices provided for herein shall be in
writing or by a telecommunications device capable of creating a written record,
and any such notice shall become effective (a) upon personal delivery thereof,
including by overnight mail or courier service, (b) in the case of notice by
United States mail, certified or registered, postage prepaid, return receipt
requested, upon receipt thereof, or (c) in the case of notice by such a
telecommunications device, upon transmission thereof, provided such transmission
is promptly confirmed by either of the methods set forth in clauses (a) or (b)
above, in each case addressed to each party hereto at its address set forth
below or, in the case of any such party hereto, at such other address as such
party may from time to time designate by written notice to the other parties
hereto:

If to REMA:

             Reliant Energy Mid-Atlantic Power Holdings LLC
             1100 Louisiana Street, 16th Floor
             Houston, Texas 77002
             Telephone No.: (713) 207-3351
             Facsimile No.:  (713) 207-9916
             Attention:  Treasurer

If to the Owner Lessor:

             Conemaugh Lessor Genco LLC
             c/o Wilmington Trust Company
             Rodney Square North
             1100 North Market Street
             Wilmington, Delaware 19890-0001
             Telephone No.:  (302) 651-1000
             Facsimile No.:  (302) 651-8882
             Attention: Corporate Trust Administration


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         with a copy to:

             PSEGR Conemaugh Generation, LLC
             c/o PSEG Resources Inc.
             80 Park Plaza, Suite T-22
             Newark, New Jersey  07101
             Telephone No.:  (973) 456-3560
             Facsimile No.:  (973) 456-3569
             Attention: President

and to the Lease Indenture Trustee:

             c/o Bankers Trust Company
             Four Albany Street
             New York, New York 10006
             Telephone No.:  (212) 250-1610
             Facsimile No.:  (212) 669-0772
             Attention:  Marion Zinowski

If to the Pass Through Trustee:

             c/o Bankers Trust Company
             Four Albany Street
             New York, New York 10006
             Telephone No.:  (212) 250-1610
             Facsimile No.:  (212) 669-0772
             Attention:  Marion Zinowski

         A copy of all notices provided for herein shall be sent by the party
giving such notice to each of the other parties hereto.

     Section 6.3  Survival. Except as expressly set forth herein, the warranties
and covenants made by each party hereto shall not survive the expiration or
termination of this Agreement.

     Section 6.4  Successors and Assigns.

         (a) This Agreement shall be binding upon and shall inure to the benefit
of, and shall be enforceable by, the parties hereto and their respective
successors and permitted assigns as permitted by and in accordance with the
terms hereof.

         (b) Except as expressly provided herein or in any other Operative
Document, REMA may not assign or transfer any of its interests herein without
the consent of the Owner Lessor.


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     Section 6.5  Governing Law. This Agreement shall be in all respects
governed by and construed in accordance with the laws of the State of New York,
including all matters of construction, validity and performance (without giving
effect to the conflicts of laws provision thereof, other than New York General
Obligations Law Section 5-1401), except to the extent the laws of the State of
Pennsylvania are mandatorily applicable under the laws of the State of
Pennsylvania.

     Section 6.6  Severability. If any provision hereof shall be invalid,
illegal or unenforceable under Applicable Law, the validity, legality and
enforceability of the remaining provisions hereof shall not be affected or
impaired thereby.

     Section 6.7  Counterparts. This Agreement may be executed in any number of
counterparts, each executed counterpart constituting an original but all
together only one instrument.

     Section 6.8  Headings. The Headings of the sections of this Agreement are
inserted for purposes of convenience only and shall not be construed to affect
the meaning or construction of any of the provisions hereof.

     Section 6.9  Further Assurances. Each party hereto will promptly and duly
execute and deliver such further documents to make such further assurances for
and take such further action reasonably requested by any party to whom such
first party is obligated, all as may be reasonably necessary to carry out more
effectively the intent and purpose of this Agreement.

     Section 6.10  Limitation of Liability. It is expressly understood and
agreed by the parties hereto that (a) this Agreement is executed and delivered
by the Trust Company, not individually or personally but solely as Lessor
Manager under the LLC Agreement of the Owner Lessor in the exercise of the
powers and authority conferred and vested in it pursuant thereto, (b) each of
the representations, undertakings and agreements herein made on the part of the
Owner Lessor is made and intended not as personal representations, undertakings
and agreements by the Trust Company but is made and intended for the purpose for
binding only the Owner Lessor, (c) nothing herein contained shall be construed
as creating any liability on the Trust Company individually or personally, to
perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto or by any Person
claiming by, through or under the parties hereto and (d) under no circumstances
shall the Trust Company, be personally liable for the payment of any
indebtedness or expenses of the Owner Lessor or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or
undertaken by the Owner Lessor under this Agreement.

     Section 6.11  Measuring Life. If and to the extent that any of the rights
and privileges granted under this Agreement, would, in the absence of the
limitation imposed by this sentence, be invalid or unenforceable as being in
violation of the rule against perpetuities or any other rule or law relating to
the vesting of interests in property or the suspension of the power of
alienation of property, then it is agreed that notwithstanding any other
provision of this Agreement, such options, rights and privileges, subject to the
respective conditions hereof governing the exercise of such options, rights and
privileges, will be exercisable only during (a) the longer of (i) a period which
will end twenty-one (21) years after the death of the last survivor of the


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descendants living on the date of the execution of this Agreement, of the
following Presidents of the United States: Franklin D. Roosevelt, Harry S.
Truman, Dwight D. Eisenhower, John F. Kennedy, Lyndon B. Johnson, Richard M.
Nixon, Gerald R. Ford, James E. Carter, Ronald W. Reagan, George H. W. Bush and
William J. Clinton or (ii) the period provided under the Uniform Statutory Rule
Against Perpetuities or (b) the specific applicable period of time expressed in
this Agreement, whichever of (a) and (b) is shorter.



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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized.

                                 RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC

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



                                 CONEMAUGH LESSOR GENCO LLC

                                 By: Wilmington Trust Company, not in its
                                     individual capacity, but solely as Lessor
                                     Manager under the LLC Agreement



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


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