(Amended as of February 25, 2005)

1. Purpose. The Board of Directors (the “Board”) of NRG Energy, Inc. (the "Company") shall appoint a Governance and Nominating Committee (the "Committee") to provide leadership and guidance to the Board and to the Company regarding matters of corporate governance and the selection and evaluation of members of the Board.

2. Members. The Board shall appoint the Committee, which shall consist of at least three members, consisting entirely of independent directors, and will designate 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. 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.

3. Duties and Responsibilities. The 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):

(a) Develop and periodically review the Company's corporate governance guidelines, and recommend any changes to the Board.

(b) Make recommendations to the Board concerning the structure, composition and functioning of the Board and its committees and consider periodically rotating directors among the committees.

(c) Oversee the evaluation of the Board and management, and develop guidelines for such evaluations.

(d) Recommend to the Board candidates for appointment to Board committees.

(e) Annually review the Company's succession plans at the CEO and other senior management levels.

(f) Review and recommend to the Board retirement and other tenure policies for directors.

(g) Review and report to the Board regarding potential conflicts of interest of directors.

(h) Monitor directorships in other public companies held by directors and senior officers of the Company.

(i) Review and assess the channels through which the Board receives information, and the quality and timeliness of information received.

(j) Identify and review the qualifications of potential nominees for the Board and its committees, consistent with criteria approved by the Board.

(k) Assess the contributions and independence of incumbent directors in determining whether to recommend them for reelection to the Board.

(l) Recommend to the Board director candidates for the annual meeting of stockholders, and candidates to be elected by the Board as necessary to fill vacancies and newly created directorships.

(m) Establish and review procedures for the consideration of Board candidates recommended by the Company's stockholders.

(n) Annually evaluate the performance of the Committee and the appropriateness of the Committee's charter.

(o) Oversee the orientation process for new director and programs for the continuing education of directors.

(p) Provide leadership and guidance to the Board and to the Company regarding other matters of corporate governance.

(q) Perform such other duties and responsibilities as are consistent with the purpose of the Committee and as the Board deems appropriate.

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

5. 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 search firm used to identify director candidates, and to approve the search firm's fees and other retention terms.

6. 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.