CONFIDENTIAL

Exhibit 10.3

Execution Version

June 12, 2017

CONFIDENTIAL

GenOn Energy, Inc.

804 Carnegie Center

Princeton, NJ ###-###-####

Attention: Mark A. “Mac” McFarland

Backstop Fee Letter

Ladies and Gentlemen:

Reference is made to the backstop commitment letter dated the date hereof (including the term sheet attached thereto, the “Commitment Letter”) among the Backstop Parties party thereto, GenOn Energy, Inc. (now and as it may be reorganized under a joint chapter 11 plan of reorganization, “GenOn”), GenOn Americas Generation LLC (now and as it may be reorganized under a joint chapter 11 plan of reorganization, the “GAG” and, collectively with GenOn, the “Debtors” or “you”) and the Guarantors party thereto. Capitalized terms used but not defined in this letter agreement (this “Fee Letter”) shall have the meanings assigned thereto in the Commitment Letter.

Backstop Fee

As consideration for the commitments and agreements of the Backstop Parties under the Commitment Letter with respect to the Notes, you agree to pay (or cause to be paid) (a) to each Group A Backstop Party its pro rata share of $15,000,000 based on its commitment percentage set forth on Schedule 1 of the Commitment Letter and (b) to each Group B Backstop Party its pro rata share of $30,000,000 based on its commitment percentage set forth on Schedule 1 of the Commitment Letter (in each case, the “Backstop Fee”), payable in cash at the direction of each Backstop Party no later than 5:00 p.m., prevailing New York City time, on June 13, 2017.

General

You agree that the Backstop Fee shall be fully earned as of the date hereof and, once paid, to the extent permitted under applicable law, shall not be refundable under any circumstances. All fees payable hereunder and under the Commitment Letter and the Term Sheet will be paid in U.S. dollars in immediately available funds, and all fees payable hereunder shall be in addition to any reimbursement of the Backstop Parties’ expenses as set forth in the Commitment Letter.  All amounts payable under this Fee Letter shall not be subject to counterclaim or set-off for, or otherwise be affected by, any claim or dispute relating to any other matter. Each Backstop Party reserves the right to allocate, in whole or in part, to its affiliates certain fees payable to it in such manner as it and its affiliates may agree in their sole discretion.

Miscellaneous

It is understood that this Fee Letter shall not constitute or give rise to any obligation on the part of the Backstop Parties to provide any financing; such an obligation will arise only under the Commitment Letter if accepted in accordance with its terms.  This Fee Letter may not be assigned by any party except as permitted by the Commitment Letter. This Fee Letter is intended to be solely for the benefit of the parties hereto (and their applicable permitted successors and assigns), and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and their applicable permitted successors and assigns).  This Fee Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto.  The provisions of this Fee Letter shall survive the expiration or termination of the Commitment Letter and the issuance of the Notes. This Fee Letter shall be governed and construed in accordance with the laws of the State of New York.  This Fee Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement.  Delivery of an executed counterpart of a signature page of this Fee Letter by facsimile transmission or by “.pdf” electronic transmission shall be effective as delivery of a manually executed counterpart of this Fee Letter.

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IN WITNESS WHEREOF, the parties have duly executed this Fee Letter as of the date first above written.

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AGREED AND ACCEPTED AS OF THE
DATE FIRST SET FORTH ABOVE:

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