(Amended as of February 25, 2005)

1. Members. The Board of Directors (the “Board”) of NRG Energy, Inc. (the “Company”) shall appoint a Compensation Committee (the “Committee”) of at least three members, consisting entirely of independent directors, and designates one member as chairperson. For purposes hereof, an independent director is a director who meets the definition of “independent director” under the listing standards of the New York Stock Exchange and is affirmatively determined to be “independent” by the Board. Additionally, members of the Committee must qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code. Vacancies on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the independent directors then in office.

2. Purpose, Duties, and Responsibilities. The purpose, duties and responsibilities of the Committee shall be as follows (provided that, to the extent required by the By-laws of the Company, the Committee shall make recommendations to the Board with respect to the following actions, rather than taking the following actions):

3. Subcommittees. From time to time the Committee may form subcommittees for any purposes that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided that no subcommittee shall consist of fewer than two members, and the Committee shall not delegate to a subcommittee any power or authority that is required by any law, regulation or listing standard to be exercised by the Committee as a whole.

4. Outside Advisors. The Committee has the authority to retain at the expense of the Company such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions, including sole authority to retain and terminate any compensation consultant used to assist the committee in the evaluation of director, CEO or senior executive compensation, and to approve the consultant’s fees and other retention terms.

5. Meetings. The Committee will meet as often as may be deemed necessary or appropriate, in its judgment, either in person or telephonically, and at such times and places as the Committee determines. The majority of the members of the Committee constitutes a quorum. The Committee shall maintain minutes of its meetings and records related to those meetings and shall report regularly to the full Board with respect to its activities.