EXHIBIT 10.6B

Schedules and Exhibits to the
Credit Sleeve and Reimbursement Agreement
Dated September 24, 2006,
As amended and restated December 1, 2006

(Portions of this Exhibit have been omitted
Pursuant to a request for confidential treatment)

Schedule 1.01(a)
To Credit Sleeve and Reimbursement Agreement
Risk Management Policy Violations

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***                           The content of this Schedule 1.01(a) (consisting of 3 pages) has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect to the omitted portions.

Schedule 1.01(b)
To Credit Sleeve and Reimbursement Agreement
Calculations Relating to Exchange Traded Contracts

Adjusted Volume:

For Exchange Traded Contracts with the following delivery periods and volume quantities,

the “Adjusted Volume” of the Mirror OTC Contracts to be entered into between REPS and the Sleeve Provider as part of the (EFS Transaction or ICE Block Transaction) under the Credit Sleeve and Reimbursement Agreement will be computed as follow:

“AZP” shall be the Adjusted Zero Prices that corresponds to the date on the Adjusted Zero Curve which is defined below.

The Adjusted Volume will be rounded off to the nearest full unit (mmbtu or mwh).

Calculation of Adjusted Zero Curve:

The Credit Sleeve Provider will calculate an adjusted LIBOR forward curve (the “Adjusted LIBOR Forward Curve”) each day by adding the marginal cost of capital adder (the “MCC Adder”) to the inputs used to calculate the Merrill Lynch & Co. standard LIBOR curve (the “Merrill LIBOR Curve”).

“MCC Adder” shall be:

(a) [***]; for purposes of calculating the Adjusted Volume of Mirror OTC Contracts executed in connection with (EFS Transactions or ICE Block Transactions) that are Effective Date Transactions described in Section 2.03(a) of the Credit Sleeve Reimbursement Agreement; and

(b) the marginal cost of capital relative to LIBOR that all Merrill Lynch & Co.’s trading desks are charged for the use of funds by Merrill Lynch & Co. (as of the date of such EFS Transaction or ICE Block Transaction), which amount is relative to LIBOR that is the average cost of capital for Merrill Lynch & Co. across all maturities (such MCC Adder can be positive or negative); for purposes of calculating the Adjusted Volume of Mirror OTC Contracts executed in connection with EFS Transactions or ICE Block Transactions that are Ongoing Transactions described in Section 2.03(b) of the Credit Sleeve Reimbursement Agreement

As of the Effective Date, the MCC Adder described in subsection (b) above is [***]; however, such amount may change in accordance with changes to Merrill Lynch & Co.’s marginal cost of capital as described above.

“Merrill LIBOR Curve” shall be the LIBOR curve used by Merrill Lynch & Co. and its subsidiaries in their U.S. and world wide swap and futures operations and business and used to mark its interest rate position to market.  It is understood that Merrill Lynch & Co. may modify the inputs for how it determines this curve; however, it will continue to use the same curve for the Merrill LIBOR Curve as used in this Schedule and for its other operations as described in the foregoing sentence.

Using the Adjusted LIBOR Forward Curve the Sleeve Provider will calculate a corresponding zero curve (the “Adjusted Zero Curve”), and provide such Adjusted Zero Curve to REPS on each Business Day, no later than 10:00 a.m. CST, and such curve shall be applicable to the (EFS Transactions and ICE Block Transactions) that are executed on that day.  The Adjusted Zero Curve will be a strip of monthly Adjusted Zero Prices, which represent the present value of $1.00 dollar received on a specific date in the future, assuming the Adjusted LIBOR Forward Curve for discounting purposes with discounting being computed utilizing the continuously compounding methodology.  The Adjusted Zero Curve provided will have 5 places after the decimal point.

The term of the Adjusted LIBOR Forward Curve and the corresponding Adjusted Zero Curve will be 72 months, including the then current month; provided, however, that to the extent REPS currently has or in the future obtains an Exchange Traded Contract for a longer period, then the Sleeve Provider will extend the Adjusted LIBOR Forward Curve

***                           Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect to the omitted portions.

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and the Adjusted Zero Curve to match such longer period.  Adjusted Zero Prices that correspond to dates that are between the Monthly Dates in the table below will be calculated using linear interpolation.  The format utilized by the Sleeve Provider in providing this information will include at a minimum the following attributes:

Treatment for Options:

For purposes of clarification the Parties agree that no adjustment will be made to the volumes of options transactions which are transferred pursuant to EOO Transactions under the Credit Sleeve Reimbursement Agreement, or in other words the Adjusted Volume of any Mirror OTC Contract that is an option will be the exact same volume as the volume of the corresponding Exchange Traded Contract.

Physical Exposure Management Fee:

For Exchange Traded Contracts that provide for physical delivery, (both futures contracts and options that provide for physical delivery futures contracts) and are transferred to the Sleeve Provider pursuant to an EFS or EOO Transaction, the following will apply:  The Mirror OTC Transaction’s confirm will specify that REPS agrees to pay to Sleeve Provider (or Sleeve Provider agrees to pay to REPS) a fee (the “Physical Exposure Management Fee” or “PhEM”) equal to: either (i) the actual EFS or EOO Transaction premium paid or received by Sleeve Provider to liquidate the physical exposure or (ii) if Sleeve Provider takes the position in its own book, the average of two broker quotes on the day Sleeve Provider takes the position (which quotes shall be of the applicable buy or sell side from the Sleeve Provider’s perspective of the premium for the EFS or EOO of the same product and delivery month), multiplied by the volume in the EFS or EOO Transaction.  Sleeve Provider will provide REPS notice of the PhEM amount within 2 Business Days of either liquidating the physical exposure with a third party or taking the position on the Sleeve Provider’s own book.  REPS may request that the Sleeve Provider provide deal tickets as evidence of the actual premium paid or received by Sleeve Provider or instant messaging prints of broker quotes.  PhEM shall be due and payable by the applicable Party at the time of settlement of the Mirror OTC Transaction associated with such EOO or EFS Transaction.

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Schedule 1.01(c)
To Credit Sleeve and Reimbursement Agreement
Determination of K and VaR

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***                           The content of this Schedule 1.01(c) (consisting of 72 pages) has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect to the omitted portions.

Schedule 1.01(e)

To Credit Sleeve and Reimbursement Agreement

Trademarks

1

2

3

4

5

Schedule 1.01(f)

To Credit Sleeve and Reimbursement Agreement

Credit Limit Approval Guidelines

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***                           The content of this Schedule 1.01(f) (consisting of 1 page) has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect to the omitted portions.

Schedule 2.02(a)

To Credit Sleeve and Reimbursement Agreement

Counterparty Document Negotiation Provisions

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***                           The content of this Schedule 2.02(a) (consisting of 3 pages) has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect to the omitted portions.

Schedule 2.04

To Credit Sleeve and Reimbursement Agreement

C&I Contracts and Governmental Contracts

Receiving ML Guarantee on Effective Date

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***                           The content of this Schedule 2.04 (consisting of 2 pages) has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect to the omitted portions.

Schedule 3.04

To Credit Sleeve and Reimbursement Agreement

Calculation and Settlement of Monthly Sleeve Fee

(a)           For the period from the Effective Date through the Unwind Start Date, on each Monthly Payment Date, REPS shall pay to the Sleeve Provider a monthly fee in arrears equal to the Sleeve Fee Factor as in effect from time to time for each MWh that the Reliant Retail Obligors deliver to their C&I Customers, Residential Mass Customers and Business Services Mass Customers (excluding any load provided to Equistar Chemicals, LP in connection with the Channelview Services Agreement), in each case, in connection with the Retail Energy Business during such period, as determined by the Sleeve Provider based on settled load data provided from ERCOT (such MWHs, the “ERCOT MWHs” and such monthly fee as adjusted from time to time, the “Sleeve Fee”).  Payments of the Sleeve Fee will be determined and made in accordance with the procedures set forth below.

As used in this Schedule 3.04, the term “Sleeve Fee Factor” means $0.40 per MWh provided that such amount shall be adjusted from time to time as follows: (a) under the circumstances, in the amount, at the times and for the periods set forth in Annex A hereto and (b) in the event that the Merrill Parties receive an indemnity contemplated by Section 9.03(a) of the CSRA, by an additional $0.40 per MWh during the period while such indemnity is in effect (cumulative with the effect of any adjustment referred to in clause (a)(if any) from time to time), commencing with first day of the month following the month during which such indemnity was received and ending on the last day of the month during which such indemnity is terminated or expires.

(b)           REPS shall deliver to the Sleeve Provider for each delivery month the following information and associated data relating to the Sleeve Fee as follows:

(i)            Monthly Initial Settlement Calculation:

(A)          The settlement ERCOT MWHs shall be based on the ERCOT Initial Statement as defined by Section 9.2.3 of the ERCOT protocols issued on or about the 10th calendar day of the month following delivery;

(B)           REPS shall provide to the Sleeve Provider a summary of the ERCOT MWHs from the ERCOT Initial Statement by the 15th calendar day of the month following delivery or, if such date is not a Business Day, the immediately succeeding Business Day.  In the event that data provided by ERCOT is omitted or incomplete for any day(s) of the subject month REPS shall provide an Omission Estimate for each day to be used for settlement calculation subject to review and approval by the Sleeve Provider.  The Sleeve Provider shall be notified of any Omission Estimate as an explicit notation included as part of the summary of volumes;

(C)           The “Initial Monthly Sleeve Fee Amount” for each delivery month shall be the ERCOT MWHs per Schedule 3.04(b)(i)(B) for such month multiplied by the Sleeve Fee Factor in effect for such month; and

(D)          Payment of the Initial Monthly Sleeve Fee Amount for each delivery month under Schedule 3.04(b)(i)(C) shall be due on the next Monthly Payment Date.

(ii)           Monthly Final Settlement Calculation:

(A)          The settlement ERCOT MWHs shall be based on the ERCOT Final Statement as defined by Section 9.2.4 of the ERCOT protocols issued on or about the 59th calendar day of the month following delivery;

(B)           REPS shall provide to the Sleeve Provider a summary of ERCOT MWHs from the ERCOT Final Statement by the 15th calendar day of the third month following delivery (i.e. January 2007 shall be due by April 15, 2007) or, if such date is not a Business Day, the immediately succeeding Business Day.  In the event that data provided by ERCOT is omitted or incomplete for any day(s) of the subject month REPS shall provide an Omission Estimate for each day to be used for settlement calculation subject to review and approval by the Sleeve Provider.  The Sleeve Provider shall be notified of any Omission Estimate as an explicit notation included as part of the summary of volumes;

(C)           The “Monthly Sleeve Fee Amount” for each delivery month shall be the difference between (i) the ERCOT MWHs per Schedule 3.04(b)(ii)(B) for such month multiplied by the Sleeve Fee Factor in effect for such month less (ii) the Initial Monthly Sleeve Amount in accordance with Schedule 3.04(b)(i) for such month.  If the difference is positive an amount equal to the difference shall be due to the Sleeve Provider.  If the difference is negative an amount equal to the absolute value of the difference shall be due to REPS; and

(D)          Payment of the Monthly Sleeve Fee Amount for each delivery month under Schedule 3.04(b)(ii)(C) shall be due on the next Monthly Payment Date.

(iii)          Monthly True-Up Statement Calculation:

(A)          REPS shall provide to the Sleeve Provider a summary of the ERCOT MWHs from the ERCOT True-Up Statement as defined by Section 9.2.6 of the ERCOT protocols that have been received by REPS for each delivery month by the 15th calendar day of the month during which such information is received or, if such date is not a Business Day, the immediately succeeding Business Day;

(B)           The “True-Up Sleeve Fee Amount” for each delivery month shall be equal to the product of (i) the ERCOT MWHs per the ERCOT True-Up Statement provided per Schedule 3.04(b)(iii)(A) for such delivery month minus the ERCOT MWHs per the ERCOT Final Statement per Schedule 3.04(b)(ii)(B) for such delivery month multiplied by (ii) the Sleeve Fee Factor in effect for such month.  If the product is positive an amount equal to the product shall be due to the Sleeve Provider.  If the product is negative an amount equal to the absolute value of the product shall be due to REPS; and

(C)           Payment of the True-Up Sleeve Fee Amount for each delivery month under Schedule 3.04(b)(iii)(B) shall be due on the next Monthly Payment Date.

(iv)          Monthly Invoice: The Sleeve Provider shall provide an invoice to REPS within two Business Days of the receipt from REPS of the summary of ERCOT MWhs in accordance with Schedule 3.04(b)(i), (ii) and (iii) with respect to each relevant delivery month; provided that if REPS does not furnish such information in a timely manner, such invoice may be prepared on the basis of reasonable estimates of such information prepared by the Sleeve Provider.  The invoice shall include the following if applicable for each delivery month:  (A) the Initial Monthly Sleeve Fee Amount per Schedule 3.04(b)(i), (B) the Monthly Sleeve Fee Amount per Schedule 3.04(b)(ii) and (C) the True-Up Sleeve Fee Amount per Schedule 3.04(b)(iii).  The Sleeve Provider will be the invoicing party regardless of whether the invoice amount is a receivable or payable amount with respect to the Sleeve Provider

(c)           During the Unwind Period, until the take-out of the Sleeve Provider in accordance with Section 10.01(a)(i), (ii), (iv) or (v) of the CSRA (the date of such take-out, the “Take-Out Date”) or the Unwind Conclusion Date, REPS shall pay to the Sleeve Provider a monthly fee in arrears equal to the Sleeve Fee Factor in effect from time to time for each ERCOT MWh that the Reliant Retail Obligors:

(i)            deliver to their C&I Customers starting on the Unwind Start Date in connection with the Retail Energy Business during such period, to the extent such deliveries are under contractual delivery commitments in effect on the Unwind Start Date, as determined and invoiced by the Sleeve Provider based on contracted load data provided by REPS; and

(ii)           are projected, with those projections being those in effect on the Unwind Start Date, to deliver to their Residential Mass Customers and Business Services Mass Customers starting on the Unwind Start Date in connection with the Retail Energy Business during such period, to the extent the supply for such MWHs was hedged under the CSRA on the Unwind Start Date, as determined and invoiced by the Sleeve Provider based on monthly projected load data provided by REPS consistent with the data provided in the daily reporting, as adjusted by the following:

(A)          for Residential Mass Customers, to the extent there is a greater than 10% migration between current customer count and customer count as projected on the Unwind Start Date for the current period (as determined by ESID count), the projected load data (in effect on the Unwind Start Date) will be adjusted on a pro-rata basis from the start of the month during which such migration threshold occurred and going forward to reflect the customers that have migrated; and

(B)           for Business Services Mass Customers load, to the extent there is a greater than 10% migration between Business Services Mass Customers load and Business Services Mass Customers load as projected on the Unwind Start Date for the current period (as determined by annualized volume (adjusted for seasonality)), the projected load data (in effect on the Unwind Start Date) will be adjusted on a pro-rata basis from the start of the month during which such migration threshold occurred and going forward to reflect the customers that have migrated;

(such monthly fee as adjusted from time to time, the “Unwind Sleeve Fee”).

(d)           REPS shall provide the Sleeve Provider a summary of volumes in MWhs as defined in Schedule 3.04(c)(i) and (ii) and any other data and computations including ESID counts and annualized load (adjusted for seasonality) needed by the Sleeve Provider by the 15th calendar day of each month following each delivery month or, if such day is not a Business Day, the immediately succeeding Business Day.  The Sleeve Provider shall provide an invoice with respect to the Unwind Sleeve Fee to REPS within two Business Days of the receipt from REPS of the summary of volumes in accordance with Schedule 3.04(c) (i) and (ii); provided that if REPS does not furnish such information in a timely manner, such invoice may be prepared on the basis of reasonable estimates of such information prepared by the Sleeve Provider.  The Sleeve Provider will be the invoicing party regardless of whether the invoice amount is a receivable or payable amount with respect to the Sleeve Provider.  Payment with respect to the Unwind Sleeve Fee shall be due and payable in arrears for each delivery month on the next Monthly Payment Date after invoicing and on the Take-Out Date and the Unwind Conclusion Date.

Annex A to

Schedule 3.04

To Credit Sleeve and Reimbursement Agreement

Certain Adjustments to the Sleeve Fee Factor

Sleeve Fee Increase Zones

Zone 1.  If there shall occur 1, but not more than 1, Level III Violation during any 60 consecutive month period beginning after the Effective Date the Sleeve Fee or Unwind Sleeve Fee, as applicable, shall be increased by $0.10 per MWh beginning on the 1st day of the month following the month during which the Level III Violation occurs through the earlier to occur of (a) the last day of the 6th month during which no Level III Violations have occurred, (b) an increase in the Sleeve Fee or Unwind Sleeve Fee under either Zone 2 or Zone 3 below applies, or (c) the Credit Sleeve Termination Date.

Zone 2.  If there shall occur 2, but not more than 2, Level III Violations during any 60 consecutive month period beginning after the Effective Date the Sleeve Fee or Unwind Sleeve Fee, as applicable, shall be increased by $0.20 per MWh beginning on the 1st day of the month following the month during which the second Level III Violation occurs through the earlier to occur of (a) the last day of the 12th month during which no Level III Violations have occurred, (b) an increase in the Sleeve Fee or Unwind Sleeve Fee under Zone 3 below applies, or (c) the Credit Sleeve Termination Date.

Zone 3.  If there shall occur 3 or more Level III Violations during any 60 consecutive month period beginning after the Effective Date the Sleeve Fee or Unwind Sleeve Fee, as applicable, shall be increased by $0.30 per MWh beginning on the 1st day of the month following the month during which the third Level III Violation occurs through the Credit Sleeve Termination Date.

Schedule 3.05

To Credit Sleeve and Reimbursement Agreement

Calculation of Make-whole Payment

“Make-whole Payment” means, as of any date of determination, an amount equal to the greater of (i) $50 million less the sum of (A) the Structuring Fee (as defined in Section 3.06 of the CSRA) and (B) the aggregate amounts of the Monthly Sleeve Fees that have been paid to the Sleeve Provider as of such date and (ii) $0, determined by the Sleeve Provider on such date.

Schedule 3.07(a)
To Credit Sleeve and Reimbursement Agreement
Merrill Account

JP Morgan Chase
ABA 021000021
Account Number# [***]
Account Name Merrill Lynch Commodities, Inc.

***                           Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect to the omitted portions.

Schedule 5.13
To Credit Sleeve and Reimbursement Agreement
List of Subsidiaries

Equity investment

1.                                       RERH Holdings, LLC’s ownership of 1,000 units of the membership interest of Reliant Energy Retail Holdings, LLC

2.                                       Reliant Energy Retail Holdings, LLC’s ownership of
a.             1,000 units of the membership interest of Reliant Energy Retail Services, LLC
b.             1,000 units of the membership interest of Reliant Energy Power Supply, LLC

3.                                       Reliant Energy Retail Services, LLC’s ownership of 1,000 units of the membership interest of RE Retail Receivables, LLC

Address of principal place of business for all of the above:

1000 Main Street
Houston, Texas  77002

Schedule 7.14
To Credit Sleeve and Reimbursement Agreement
List of Retail Services

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***                           The content of this Schedule 7.14 (consisting of 3 pages) has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect to the omitted portions.

Schedule 12.13
To Credit Sleeve and Reimbursement Agreement
List of Calculation Agents

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***                           The content of this Schedule 12.13 (consisting of 1 page) has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect to the omitted portions.

Exhibit A1
To Credit Sleeve and Reimbursement Agreement
Form of ML Guarantee for Accepted Counterparties

GUARANTEE OF MERRILL LYNCH & CO., INC.

WHEREAS, Reliant Energy Power Supply, LLC, a Delaware limited liability company (“REPS”), and certain of its affiliates have entered into an agreement with Merrill Lynch Commodities, Inc., a corporation duly organized and existing under the laws of the State of Delaware (“MLCI”), and its parent, Merrill Lynch & Co., Inc., a corporation duly organized and existing under the laws of the State of Delaware (“ML & CO.”), related to an enhanced credit structure for the retail electric business of REPS and its affiliates;

WHEREAS, as part of the consideration for the above described agreement, ML & Co. has agreed to issue this Guarantee, guarantying the obligations of REPS under the Agreement described below, consistent with the terms and conditions set forth below.

FOR VALUE RECEIVED, receipt of which is hereby acknowledged, ML & CO. hereby unconditionally guarantees to                   (the “Company”), the due and punctual payment of any and all amounts payable by REPS, its successors and permitted assigns, to the extent such successors or permitted assigns are direct or indirect subsidiaries of RERH Holdings, LLC, a Delaware limited liability company, under the terms of the [EEI/ISDA] Master Agreement between the Company and REPS, dated as of                      , 2006 (the “Agreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof.  In case of the failure of REPS punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee.  This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of REPS or otherwise, all as though such payment had not been made.

ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against REPS or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor.  ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Agreement.  This Guarantee shall continue to be effective if REPS merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist.

ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of REPS; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against REPS.

ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws.  This Guarantee guarantees only payment obligations of REPS and does not guarantee the performance of any other obligations of, including, but not limited to, physical delivery or, to the extent applicable, reporting obligations of REPS.  This Guarantee constitutes a guarantee of payment and not of collection.

This Guarantee shall be governed by, and construed in accordance with, the law of the State of New York.

This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Agreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect, and shall be irrevocable, with respect to any payment obligation of REPS arising under any Transaction under and as defined in the Agreement entered into prior to the effectiveness of such notice of termination.

This Guarantee becomes effective upon written notice to such effect from ML & Co., or MLCI on its behalf, to the Company given in accordance with the notice provisions of the Agreement making specific reference to this Guarantee and the Agreement.

IN WITNESS WHEREOF, ML & Co. has caused this Guarantee to be executed in its corporate name by its duly authorized representative.

Exhibit A2
To Credit Sleeve and Reimbursement Agreement
Form of ML Guarantee for C&I Customers

GUARANTEE OF MERRILL LYNCH & CO., INC.

WHEREAS, Reliant Energy Retail Services, LLC, a Delaware limited liability company (“RERS”), and certain of its affiliates have entered into an agreement with Merrill Lynch Commodities, Inc., a corporation duly organized and existing under the laws of the State of Delaware (“MLCI”), and its parent, Merrill Lynch & Co., Inc., a corporation duly organized and existing under the laws of the State of Delaware (“ML & CO.”), related to an enhanced credit structure for the retail electric business of RERS and its affiliates;

WHEREAS, as part of the consideration for the above described agreement, ML & Co. has agreed to issue this Guarantee, guarantying the obligations of RERS under the Agreement described below, consistent with the terms and conditions set forth below.

FOR VALUE RECEIVED, receipt of which is hereby acknowledged, ML & CO. hereby unconditionally guarantees to                                 (the “Company”), the due and punctual payment of any and all amounts payable by RERS, its successors and permitted assigns, to the extent such successors or permitted assigns are direct or indirect subsidiaries of RERH Holdings, LLC, a Delaware limited liability company, under the terms of the [Contract] between the Company and RERS, dated as of                     , 2006 (the “Agreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof.  In case of the failure of RERS punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee.  This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of RERS or otherwise, all as though such payment had not been made.

ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against RERS or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor.  ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Agreement.  This Guarantee shall continue to be effective if REPS merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist.

ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of RERS; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against RERS.

ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws.  This Guarantee guarantees only payment obligations of RERS and does not guarantee the performance of any other obligations of, including, but not limited to, physical delivery or, to the extent applicable, reporting obligations of RERS.  This Guarantee constitutes a guarantee of payment and not of collection.

This Guarantee shall be governed by, and construed in accordance with, the law of the State of New York.

This Guarantee becomes effective upon written notice to such effect from ML & Co., or MLCI on its behalf, to the Company (which notice may be given by e-mail) making specific reference to this Guarantee and the Agreement.

IN WITNESS WHEREOF, ML & Co. has caused this Guarantee to be executed in its corporate name by its duly authorized representative.

Exhibit B
To Credit Sleeve and Reimbursement Agreement
List of Accepted Counterparties

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***                           The content of this Exhibit B (consisting of 6 pages) has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has been requested with respect to the omitted portions.

Exhibit C1
To Credit Sleeve and Reimbursement Agreement
Form of EEI Power Purchase and Hedging Contract

EXECUTION VERSION

MASTER POWER PURCHASE AND SALE AGREEMENT

COVER SHEET

This Master Power Purchase and Sale Agreement (“Master Agreement”) dated              shall not become effective until the date on which the Guaranty issued by Merrill Lynch & Co., Inc. becomes effective (“Effective Date”).  The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the “Agreement.”  The Parties to this Master Agreement are the following:

1

The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:

2

3

Article One: General Definitions

Section 1.12, “Credit Rating” shall be deleted. “Credit Rating” shall have the meaning given in the Collateral Annex.

The following definitions are amended as set forth below:

1. Section 1.1 is revised to add the following at the end of such section: Notwithstanding the foregoing, “Affiliate” means, with respect to Party A, Reliant Energy Retail Holdings, LLC, and any subsidiary thereof, including Reliant Energy Retail Services, LLC, and Reliant Energy Retail Receivables, LLC, and with respect to Party B,                 [if we know fill in blank and if not use “Affiliate” shall have the meaning given in the first two sentences of this definition.]

2. Section 1.50 is amended to delete the reference to Section “2.4” and add “2.5”.

3. Section 1.51 is amended to add the phrase “for delivery” immediately before the phrase “at the Delivery Point” in the second line.

4. Section 1.53 is amended to (i) delete the phrase “at the Delivery Point” from the second line and (ii) insert after the phrase “commercially reasonable manner” in the sixth line, the following phrase “; provided, however if the Seller is unable after using commercially reasonable efforts to resell all or a portion of the Product not received by Buyer, the Sales Price with respect to such unsold Product shall be deemed equal to zero (0)”.

The following shall be added as a new definition:

““1.62 Merger Event” means, with respect to a Party or its Guarantor, as applicable, that such Party or its Guarantor consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganizes, reincorporates or reconstitutes into or as, another entity and, at the time of such consolidation, amalgamation, merger, transfer, reorganization, reincorporation or reconstitution:

(l)    the resulting, surviving or transferee entity fails to assume all the obligations of such Party or its Guarantor under this Agreement to which it or its predecessor was a party; or

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(2) the benefits of any Guaranty fails to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.”

Article Two: Transaction Terms and Conditions

Section 2.4 is amended by deleting the words “either orally or” after the words “agreed to” in line seven.

Section 2.5 is amended by adding the words “regarding any Transaction and the terms thereof” after the word “Parties” in line three.

Article Four: Remedies for Failure to Deliver/Receive

The following is added as a new Section 4.3:

“4.3 Suspension of Performance. Notwithstanding, and in addition to the remedies provided pursuant to Sections 4.1 and 4.2, if Seller or Buyer fails to schedule and/or deliver/receive all or part of the Product pursuant to a Transaction, and such failure is not excused under the terms of the Product or by the other Party’s failure to perform, then upon one (1) Business Day prior notice, and for so long as the non-performing Party fails to perform, the performing Party shall have the right to suspend its performance under any or all Transactions.”

Article Five: Events of Default; Remedies

Section 5.1(e) is amended by deleting “hereof;” and replacing it with the following: “and the Collateral Annex if such failure is not remedied within two (2) Business Days after written notice”.

Section 5.1(f) is amended in its entirety as follows: “a Merger Event occurs with respect to such Party or its Guarantor;”.

Section 5.1(h)(ii) is amended to delete the following phrase from the third and fourth line thereof: “and such failure shall not be remedied within three (3) Business Days after written notice”.

The following is added as an additional Event of Default under Section 5.1:

“Section 5.1(i) an event of default occurs (howsoever determined) with respect to such Party under any agreement between Party A and Party B under any forward contract, swap agreement or commodities contract (whether financially or physically settled) (collectively a “Specified Transaction”), in each case as defined in the United States Bankruptcy Code, and after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of that Specified Transaction.”

Section 5.2 is amended to (i) reverse the placement of “(i)” and “to” in line three, (ii) delete the following phrase from lines eleven and twelve “are commercially impracticable to liquidate and terminate or” and (iii) delete the following phrase from lines thirteen and fourteen “under applicable law on the Early Termination Date, as soon thereafter as is reasonably practicable).” The following shall be added to the end of Section 5.2: “under applicable law on the Early Termination Date, then each such Transaction (individually, an “Excluded Transaction” and collectively, the “Excluded Transactions”) shall be terminated as soon thereafter as reasonably practicable), and upon termination shall be deemed to be a Terminated Transaction and the Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section 5.3 below. The Gains and Losses for each Terminated Transaction shall be determined by calculating the amount that would be incurred or realized to replace or to provide the economic equivalent of the remaining payments or deliveries in respect of that Terminated Transaction. The Non-Defaulting Party (or its agent) may determine its Gains and Losses by reference to information either available to it internally or supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include, without limitation, dealers in the relevant markets, information vendors and other sources of market information.”

The following shall be added to the end of Section 5.4: “To secure its obligations under this Agreement, each Party hereby grants to the other Party a present and continuing security interest in, lien on, and right to setoff against, its payment obligations to the other Party under this Agreement. Each Party acknowledges and agrees that the pledge of its payment obligations to the other Party under this Agreement shall serve to “margin,” “guaranty” or “secure” such obligations within the meaning of the Bankruptcy Code, as defined in Section 10.2 herein.”

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Article Seven: Limitations

Section 7.1 shall be amended by: (a) deleting “Except as set forth herein” from the first sentence and “Unless expressly herein provided” from the fifth sentence, (b) adding “Notwithstanding anything in this Agreement to the contrary” to the beginning of the fifth sentence, and “set forth in this Agreement” after “indemnity provision” and before “or otherwise”, also in the fifth sentence, and (c) adding the following language after the word “Equity” in the fourth sentence: “(except for the remedies provided by the Uniform Commercial Code for claims of anticipatory repudiation)”.

Article Ten: Miscellaneous

Section 10.2 (vi) is amended to add the phrase “except as disclosed in each parties’ or its Guarantor’s, as applicable, SEC filing” at the end of the sentence in Section 10.2.

Section 10.2 (ix) is amended to read in its entirety as follows:

“(ix) it acknowledges and agrees that (A) Transaction(s) constitute “forward contracts” within the meaning of title 11 of the United States Code (the “Bankruptcy Code”); (B) each of Party A and Party B is a “forward contract merchant” within the meaning of the Bankruptcy Code with respect to any Transactions that constitute “forward contracts”; (C) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments” within the meaning of the Bankruptcy Code; (D) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code; (E) each Party’s rights under Section 5.2, “Declaration of an Early Termination Date and Calculation of Settlement Amounts”, of this Agreement constitutes a “contractual right to liquidate” the Transactions within the meaning of the Bankruptcy Code; and (F) the other party is not a “utility” as such term is used in Section 366 of the Bankruptcy Code, and each party agrees to waive and not to assert the applicability of the provisions of Section 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each party further agrees to waive the right to assert that the other party is a provider of last resort;”

Section 10.4 is amended to add the phrase “unless a Claim is due to such Party’s gross negligence, willful misconduct or bad faith” at the end of the first sentence of Section 10.4.

Section 10.5 is amended to (i) add the words “shall not be unreasonably withheld or delayed” after the words “which consent” in the second line; (ii) delete the words “may be withheld in the exercise of its sole discretion” in the second and third line; (iii) delete subparagraphs (i) and (ii) in their entirety from the fourth through sixth lines; and (iv) delete “or (iii)” from the eighth line.”

Section 10.8 is amended to delete the following sentence on line twenty “Any provision declared or rendered unlawful by any applicable court of law Parties.” and replace with the following sentence “If performance of this Agreement is declared or rendered unlawful by any applicable court or law or regulatory agency or deemed unlawful because of a statutory change (individually or collectively, such events being referred to herein as a “Regulatory Event”), such Regulatory Event will not otherwise affect the remaining lawful obligations that arise under this Agreement; and provided, further, that if a Regulatory Event occurs, the Parties shall use their best efforts to reform this Agreement in order to give effect to the original intention of the Parties.”

Section 10.11 is amended to (i) add the following word “Guarantor,” after the word “Party’s” in line three; (ii) add the following phrase after the word “lenders”: “and their counsel and advisors”; and (iii) add the following to the end of the paragraph: “The Parties hereby acknowledge that the disclosure of price data only without counterparty name does not contravene this Section 10 so long as the data is disclosed to an index publisher that publishes the data in aggregated form and does not identify the Parties.”

The following shall be added as a new Section 10.12:

“10.12 With respect to any suit, action or proceedings relating to this Agreement, each Party irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City and waives any objection it may have at any time to the laying of venue of any such proceedings brought in any such court, waives any claim that such proceedings have been brought in any inconvenient forum and further waives the right to object, with respect to such proceedings, that such court does not have any jurisdiction over such Party. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT.”

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The following shall be added as a new Section 10.13:

“10.13 From the date of entering into a Transaction under this Master Agreement and throughout the term of such Transaction, the Parties each warrant and covenant as follows:

(a)     Absent the agreement of all Parties to the proposed change, the standard of review for changes to any section of this Master Agreement (including all Transactions and/or Confirmations) specifying the rate(s) or other material economic terms and conditions agreed to by the Parties herein, whether proposed by a Party, a non-party or FERC acting sua sponte, shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956)(the “Mobile-Sierra” doctrine).

(b)     The Parties, for themselves and their successors and assigns, (i) agree that this “public interest” standard shall apply to any proposed changes in any other documents, instruments or other agreements executed or entered into by the Parties in connection with this Master Agreement and (ii) hereby expressly and irrevocably waive any rights they can or may have to the application of any other standard of review, including the “just and reasonable” standard.”

The following shall be added as a new Section 10:14:

“10.14 Credit Sleeve Provisions:

(a)     Consent to Assignment. Party B hereby consents to the assignment by Party A to Merrill Lynch Commodities, Inc. and Merrill Lynch & Co., Inc (together, the “Merrill Parties”) of all of Party A’s rights under this Agreement, including all rights to receive payments from Party B under this Agreement (any such payment, a “Receivable”), as collateral security for Party A’s obligations to the Merrill Parties in connection with an enhanced credit structure for Party A’s retail electric business provided by the Merrill Parties (the “Collateral Assignment”).