1
------------------------------
OMB APPROVAL
------------------------------
OMB Number:     3235-0060
Expires:     May 31, 2000
Estimated average burden
hours per response......5.00
------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)           May 20, 1999
-------------------------------

NRG Energy, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                                333-33397           41-1724239
- --------------------------------------------------------------------------------
(State or other jurisdiction                 (Commission        (IRS Employer
of incorporation)                        File Number)    Identification No.)
1221 Nicollet Mall, Minneapolis, Minnesota                          55403

- --------------------------------------------------------------------------------
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code       (612) 373-5300
-----------------------------
None
- --------------------------------------------------------------------------------
(Former name and former address, if changed since last report.)

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION
OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED
TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID
OMB CONTROL NUMBER.                                    SEC 873 (1/99) 1 OF 6

2

Item 5.  Other Events.

In March, 1999, NRG Energy, Inc. (the "Company") filed, pursuant to
Rule 415 under the Securities Act of 1933 (the "Act"), a registration statement
on Form S-3 (File No. 333-74519), which was declared effective on April 7, 1999.
On May 21, 1999, the Company filed a Prospectus Supplement, dated May 20, 1999,
and accompanying Prospectus, dated April 7, 1999, relating to the offering of
$300,000,000 principal amount of the Company's 7.5% Senior Notes due 2009 (the
"Notes"). In this connection, the Company is filing certain exhibits as part of
this Form 8-K. See "Item 7. Exhibits."

Item 7.  Exhibits.

The following exhibits are filed with this report on Form 8-K:

Exhibit No.       Description
- -----------       -----------

1.1               Underwriting Agreement, dated May 20, 1999, by and among the
Company and the several underwriters listed on Schedule I
thereto with respect to the issuance and sale of the Notes.

25.1              Statement of Eligibility of Trustee.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

NRG Energy, Inc.
-----------------------------------------
(Registrant)

Date         May 20, 1999              /S/ Leonard A. Bluhm
--------------------------------                 (Signature)*

Name:  Leonard A. Bluhm
Title: Executive Vice President and
Chief Financial Officer

*Print name and title of the signing officer under this signature

1

NRG Energy, Inc.

$300,000,000

7.5% SENIOR NOTES DUE 2009

Underwriting Agreement

New York, New York
May 20, 1999

Salomon Smith Barney Inc.
ASN AMRO Incorporated
Merril Lynch & Co.
Banc of American LLC
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

NRG Energy, Inc., a Delaware Corporation (the "Company"), proposes to
sell to the several underwriters named in Schedule I hereto (the
"Underwriters"), for whom you (the "Representatives") are acting as
representatives, $300,000,000 principal amount of its 7.5% Senior Notes due 2009
(the "Securities"), to be issued under an indenture (the "Indenture") dated as
of May 25, 1999, between the Company and Norwest Bank Minnesota, National
Association, as trustee (the "Trustee"). To the extent there are no additional
Underwriters listed on Schedule I other than you, the term Representatives as
used herein shall mean you, as Underwriters, and the terms Representatives and
Underwriters shall mean either the singular or plural as the context requires.
Any reference herein to the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein pursuant to Item 12
of Form S-3 which were filed under the Exchange Act on or before the Effective
Date of the Registration Statement or the issue date of the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus, as the case may be;
and any reference herein to the terms "amend", "amendment" or "supplement" with
respect to the Registration Statement, the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus shall be deemed to refer to and include
the filing of any document under the Exchange Act after the Effective Date of
the Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may be, deemed
to be incorporated therein by reference. Certain terms used herein are defined
in Section 17 hereof.

2

1.   Representations and Warranties.  The Company represents and
warrants to, and agrees with,  each  Underwriter as set forth below in this
Section 1.

(a)   The Company meets the requirements for use of Form S-3 under the
Act and has prepared and filed with the Commission a registration statement
(Registration Statement No. 333-74519) on Form S-3, including a related
basic prospectus, for registration under the Act of the offering and sale
of the Securities. The Company may have filed one or more amendments
thereto, including a Preliminary Final Prospectus, each of which has
previously been furnished to you. The Company will next file with the
Commission one of the following: (1) after the Effective Date of such
registration statement, a final prospectus supplement relating to the
Securities in accordance with Rules 430A and 424(b), (2) prior to the
Effective Date of such registration statement, an amendment to such
registration statement (including the form of final prospectus supplement)
or (3) a final prospectus in accordance with Rules 415 and 424(b). In the
case of clause (1), the Company has included in such registration
statement, as amended at the Effective Date, all information (other than
Rule 430A Information) required by the Act and the rules thereunder to be
included in such registration statement and the Final Prospectus. As filed,
such final prospectus supplement or such amendment and form of final
prospectus supplement shall contain all Rule 430A Information, together
with all other such required information, and, except to the extent the
Representatives shall agree in writing to a modification, shall be in all
substantive respects in the form furnished to you prior to the Execution
Time or, to the extent not completed at the Execution Time, shall contain
only such specific additional information and other changes (beyond that
contained in the Basic Prospectus and any Preliminary Final Prospectus) as
the Company has advised you, prior to the Execution Time, will be included
or made therein. The Registration Statement, at the Execution Time, meets
the requirements set forth in Rule 415(a)(1)(x).

(b)   On the Effective Date, the Registration Statement did or will,
and when the Final Prospectus is first filed (if required) in accordance
with Rule 424(b) and on the Closing Date (as defined herein), the Final
Prospectus (and any supplement thereto) will, comply in all material
respects with the applicable requirements of the Act, the Exchange Act and
the Trust Indenture Act and the respective rules thereunder; on the
Effective Date and at the Execution Time, the Registration Statement did
not or will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order
to make the statements therein not misleading; on the Closing Date the
Indenture will comply in all material respects with the applicable
requirements of the Trust Indenture Act and the rules thereunder; and, on
the Effective Date, the Final Prospectus, if not filed pursuant to Rule
424(b), will not, and on the date of any filing pursuant to Rule 424(b) and
on the Closing Date, the Final Prospectus (together with any supplement
thereto) will not, include any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; provided, however, that the Company makes no representations or
warranties as to (i) that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification (Form T-1)

3

under the Trust Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or the Final
Prospectus (or any supplement thereto) in reliance upon and in conformity
with information furnished in writing to the Company by or on behalf of any
Underwriter through the Representatives specifically for inclusion in the
Registration Statement or the Final Prospectus (or any supplement thereto).

(c)   None of (i) the Company, (ii) any of its significant subsidiaries,
all of which are set forth on Schedule II hereto (the "Subsidiaries"), or
(iii) any significant entity controlled by the Company (as determined
according to Section 1-02(g) of Regulation S-X) and through which the
Company holds an interest in any project, all of which are set forth on
Schedule II hereto (collectively, "Project Affiliates"), is required to be
registered or regulated as an "investment company" within the meaning of
the Investment Company Act of 1940, as amended (the "Investment Company
Act"), and after giving effect to the offer and sale of the Securities and
the application of the proceeds thereof as described in the Final
Prospectus, none of the Company, its Subsidiaries or its Project Affiliates
will be required to be registered or regulated as an "investment company"
as defined in the Investment Company Act.

(d)   The Company has not paid or agreed to pay to any person any
compensation for soliciting another to purchase any Securities (except as
contemplated by this Agreement).

(e)   Except as set forth in the Final Prospectus, the Company, its
Subsidiaries and its Project Affiliates possess and are in compliance with
all approvals, certificates, authorizations, licenses and permits issued by
the appropriate state, Federal or foreign regulatory agencies or bodies
necessary to conduct the business now being operated by them, except where
the failure to possess such approvals, certificates, authorizations,
licenses and permits or be in compliance therewith is not reasonably likely
to have a material adverse effect on the condition, financial or otherwise,
earnings, business or prospects of the Company, its subsidiaries and its
Project Affiliates, taken as a whole (a "Material Adverse Effect"), and
none of the Company, its Subsidiaries or its Project Affiliates has
received any notice of proceedings relating to the revocation or
modification of any such approval, certificate, authorization, license or
permit which, individually or in the aggregate, is likely to have a
Material Adverse Effect.

(f)   Except as set forth in the Final Prospectus, there is no action,
suit or proceeding before or by any court or governmental agency or body,
domestic or foreign, now pending or, to the knowledge of the Company, its
subsidiaries and its Project Affiliates threatened against the Company, any
of its subsidiaries or any of its Project Affiliates which is likely to
result in any Material Adverse Effect or materially and adversely affect
the offering of the Securities in the manner contemplated by the Final
Prospectus.

3

4

(g)   This Agreement has been duly authorized, executed and delivered by
the Company.

(h)   The Securities have been duly authorized and at the Closing Date
will have been duly executed by the Company and, when authenticated, issued
and delivered in the manner provided for in the Indenture and delivered
against payment of the purchase price therefor as provided in this
Agreement, will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as
the enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting enforcement of
creditors' rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law), and will be in the form
contemplated by, and entitled to the benefits of, the Indenture.

(i)   Except as set forth in the Final Prospectus, and, except for (i)
San Francisco Thermal, Limited Partnership, (ii) Pittsburgh Thermal,
Limited Partnership, and (iii) RSD Power Partners, L.P., none of the
Company, its Subsidiaries or its Project Affiliates is subject to
regulation as a "steam corporation", "electric utility", "electric utility
company", "utility company" or "public utility company" or any similar term
by and Federal, state, local or foreign public utility commission or
regulatory body or under any applicable Federal, state, local or foreign
law.

(j)   Except for (i) the El Segundo generating facility, (ii) the Long
Beach generating station, (iii) the Somerset generating station, (iv) the
Parlin generating facility, and (v) the Company's international generation
assets (as to which no such representation or warranty is made), none of
the Company, its Subsidiaries or its Project Affiliates is an "electric
utility company", a "public utility company", a "holding company" or a
"subsidiary company" or an "affiliate" of a "holding company" or a "public
utility" as defined in the Public Utility Holding Company Act of 1935
("PUHCA"), which is subject to regulation as such an entity or otherwise
under PUHCA.

(k)   The summary of the Company's percentage ownership interest in its
facilities, operations or projects under construction as set forth in the
Final Prospectus under the caption "Business--Summary of Our Projects," is
true and accurate in all material respects as of the date presented and any
changes in the Company's percentage ownership interest in its facilities,
operations or projects under construction which have occurred between such
date and the date of this Agreement are as set forth on Schedule III
hereto.

Any certificate signed by any officer of the Company and delivered to
the Representatives or counsel for the Underwriters in connection with the
offering of the Securities shall be deemed a representation and warranty by the
Company, as to matters covered thereby, to each Underwriter.

4

5

2.   Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, the Securities, in the respective
principal amounts set forth opposite such Underwriter's name in Schedule I
hereto, at a purchase price equal to 100% of the principal amount thereof (the
"Purchase Price").

3.   Delivery and Payment. Delivery of and payment for the Securities
shall be made at 10:00 AM, New York City time, on May 25, 1999, or at such
time on such later date not more than three Business Days after the foregoing
date as the Representatives shall designate, which date and time may be
postponed by agreement between the Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for
the Securities being herein called the "Closing Date"). Delivery of the
Securities shall be made to the Representatives for the respective accounts of
the several Underwriters, against payment by the several Underwriters through
the Representatives, of the Purchase Price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. Delivery of the Securities shall be made through the facilities
of The Depository Trust Company unless the Representatives shall otherwise
instruct.

4.   Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set
forth in the Final Prospectus.

5.   Agreements. The Company agrees with the several Underwriters that:

(a)   The Company will use its best efforts to cause the Registration
Statement, if not effective at the Execution Time, and any amendment
thereof, to become effective. Prior to the termination of the offering of
the Securities, the Company will not file any amendment of the Registration
Statement or supplement (including the Final Prospectus or any Preliminary
Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration
Statement unless the Company has furnished you a copy for your review prior
to filing and will not file any such proposed amendment or supplement to
which you reasonably object. Subject to the foregoing sentence, if the
Registration Statement has become or becomes effective pursuant to Rule
430A, or filing of the Final Prospectus is otherwise required under Rule
424(b), the Company will cause the Final Prospectus, properly completed,
and any supplement thereto to be filed with the Commission pursuant to the
applicable paragraph of Rule 424(b) within the time period prescribed and
will provide evidence satisfactory to the Representatives of such timely
filing. The Company will promptly advise the Representatives (1) when the
Registration Statement, if not effective at the Execution Time, shall have
become effective, (2) when the Final Prospectus, and any supplement
thereto, shall have been filed (if required) with the Commission pursuant
to Rule 424(b) or when any Rule 462(b) Registration Statement shall have
been filed with the Commission, (3) when, prior to termination of the
offering of the Securities, any amendment to the Registration Statement
shall have been filed or become effective, (4) of any request by the
Commission or its staff for any amendment of

5

6

the Registration Statement, or any Rule 462(b) Registration Statement, or for
any supplement to the Final Prospectus or for any additional information, (5)
of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or threatening
of any proceeding for that purpose and (6) of the receipt by the Company of
any notification with respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the institution or threatening of
any proceeding for such purpose. The Company will use its best efforts to
prevent the issuance of any such stop order or the suspension of any such
qualification and, if issued, to obtain as soon as possible the withdrawal
thereof.

(b)   If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of which
the Final Prospectus as then supplemented would include any untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were
made not misleading, or if it shall be necessary to amend the Registration
Statement or supplement the Final Prospectus to comply with the Act or the
Exchange Act or the respective rules thereunder, the Company promptly will (1)
notify the Representatives of such event, (2) prepare and file with the
Commission, subject to the second sentence of paragraph (a) of this Section 5,
an amendment or supplement which will correct such statement or omission or
effect such compliance and (3) supply any supplemented Final Prospectus to you
in such quantities as you may reasonably request.

(c)   As soon as practicable, the Company will make generally available
to its security holders and to the Representatives an earnings statement or
statements of the Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.

(d)   The Company will furnish to the Representatives and counsel for
the Underwriters, without charge, signed copies of the Registration Statement
(including exhibits thereto) and to each other Underwriter a copy of the
Registration Statement (without exhibits thereto) and, so long as delivery of
a prospectus by an Underwriter or dealer may be required by the Act, as many
copies of each Preliminary Final Prospectus and the Final Prospectus and any
supplement thereto as the Representatives may reasonably request. The Company
will pay the expenses of printing or other production of all documents
relating to the offering.

(e)   The Company will arrange, if necessary, for the qualification of
the Securities for sale under the laws of such jurisdictions as the
Representatives may designate, will maintain such qualifications in effect so
long as required for the distribution of the Securities and will pay any fee
of the National Association of Securities Dealers, Inc., in connection with
its review of the offering; provided that in no event shall the Company be
obligated to qualify to do business in any jurisdiction where it is not now so
qualified or to take any action that would subject it to service of process in
suits, other

6

7

than those arising out of the offering or sale of the Securities, in any
jurisdiction where it is not now so subject.

(f)   The Company will not, without the prior written consent of
Salomon Smith Barney Inc., offer, sell, contract to sell, pledge, or
otherwise dispose of, (or enter into any transaction which is designed to, or
might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or
otherwise) by the Company or any affiliate of the Company or any person in
privity with the Company or any affiliate of the Company) directly or
indirectly, including the filing (or participation in the filing) of a
registration statement with the Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act, any debt
securities issued or guaranteed by the Company (other than the Securities) or
publicly announce an intention to effect any such transaction, within 30 days
after the Closing Date.

(g)   The Company will not take, directly or indirectly, any action
designed to or which has constituted or which might reasonably be expected to
cause or result, under the Exchange Act or otherwise, in stabilization or
manipulation of the price of any security of the Company to facilitate the
sale or resale of the Securities.

6.   Conditions to the Obligations of the Underwriters. The obligations
of the Underwriters to purchase the Securities shall be subject to the
accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:

(a)   If the Registration Statement has not become effective prior to
the Execution Time, unless the Representatives agree in writing to a later
time, the Registration Statement will become effective not later than (i)
6:00 PM New York City time, on the date of determination of the public
offering price, if such determination occurred at or prior to 3:00 PM New
York City time on such date or (ii) 9:30 AM on the Business Day following the
day on which the public offering price was determined, if such determination
occurred after 3:00 PM New York City time on such date; if filing of the
Final Prospectus, or any supplement thereto, is required pursuant to Rule
424(b), the Final Prospectus, and any such supplement, will be filed in the
manner and within the time period required by Rule 424(b); and no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or
threatened.

(b)   The Company shall have requested and caused Gibson, Dunn &
Crutcher LLP, counsel for the Company, to have furnished to the
Representatives their opinion, dated the Closing Date and addressed to the
Representatives, to the effect that:

7

8

(i)    the Securities conform to the description thereof contained in the
Final Prospectus in all material respects;

(ii)   the Indenture has been duly authorized, executed and delivered by
the Company, has been duly qualified under the Trust Indenture Act, and
(assuming due authorization, execution and delivery thereof by the Trustee)
constitutes a legal, valid and binding instrument enforceable against the
Company in accordance with its terms (subject, as to enforcement of remedies,
to applicable bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time in effect and to
general principles of equity, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing, regardless of
whether considered in a proceeding in equity or at law); and the Securities
have been duly authorized by the Company and, when executed and authenticated
in accordance with the provisions of the Indenture and delivered to and paid
for by the Underwriters pursuant to this Agreement, will constitute legal,
valid and binding obligations of the Company entitled to the benefits of the
Indenture (subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors'
rights generally from time to time in effect and to general principles of
equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered
in a proceeding in equity or at law);

(iii)  the Registration Statement has become effective under the Act; any
required filing of the Basic Prospectus, any Preliminary Final Prospectus and
the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b)
have been made in the manner and within the time period required by Rule
424(b); to the knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued, no proceedings
for that purpose have been instituted or threatened, and the Registration
Statement and the Final Prospectus (other than the financial statements and
other financial information contained therein, as to which such counsel need
express no opinion) comply as to form in all material respects with the
applicable requirements of the Act, the Exchange Act and the Trust Indenture
Act and the respective rules thereunder;

(iv)   this Agreement has been duly authorized, executed and delivered by
the Company;

(v)   the Company is not and, after giving effect to the offering and
sale of the Securities and the application of the proceeds thereof as
described in the Final Prospectus, will not be an "investment company"
required to be registered under the Investment Company Act of 1940, as
amended;

8

9

(vi)   no holders of securities of the Company have rights under the
Company's charter or by-laws to the registration of such securities under
the Registration Statement;

Furthermore, following the opinion paragraphs, such counsel shall state the
following:

"We have participated in conferences with officers and other representatives of
the Company, representatives of the independent auditors of the Company and your
representatives and counsel at which the contents of the Registration Statement,
Preliminary Final Prospectus and/or Final Prospectus and related matters were
discussed. Because the purpose of our professional engagement was not to
establish or confirm factual matters and because the scope of our examination of
the affairs of the Company did not permit us to verify the accuracy,
completeness or fairness of the statement set forth in the Registration
Statement, Preliminary Final Prospectus and/or Final Prospectus, we are not
passing upon and do not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration Statement,
Preliminary Final Prospectus and/or Final Prospectus, except to the extent set
forth below in the last sentence of the immediately following paragraph.

On the basis of the foregoing, and except for the financial statements and
schedules and other financial and statistical data included therein, as to which
we express no opinion or belief, no facts have come to our attention that lead
us to believe that the Registration Statement, Preliminary Final Prospectus
and/or Final Prospectus, as of their respective dates and as of the date hereof,
contained or contains any untrue statement of a material fact or omitted or
omits to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
Furthermore, on the basis of the foregoing, and insofar as the statements in the
Registration Statement, Preliminary Final Prospectus and/or Final Prospectus
under the caption 'Description of Notes' and 'Description of Debt Securities'
purport to describe specific provisions of the Indenture, such statements
present in all material respects an accurate summary of such provisions."

In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the State of New York, the
State of Delaware or the Federal laws of the United States, to the extent they
deem proper and specified in such opinion, upon the opinion of other counsel of
good standing whom they believe to be reliable and who are satisfactory to
counsel for the Underwriters and (B) as to matters of fact, to the extent they
deem proper, on certificates of responsible officers of the Company and public
officials. References to the Final Prospectus in this paragraph (b) include any
supplements thereto at the Closing Date.

(c)    The Company shall have furnished to the Representatives the
opinion of James J. Bender, Esq., general counsel of the Company, dated
the Closing Date, to the effect that:

(i)    each of the Company and the Subsidiaries has been duly
incorporated and is validly existing as a corporation in good
standing under the

9

10

laws of the jurisdiction in which it is chartered or organized, with full
corporate power and authority to own or lease, as the case may be, and to
operate its properties and conduct its business as described in the Final
Prospectus, and is duly qualified to do business as a foreign corporation and
is in good standing under the laws of each jurisdiction which requires such
qualification, except where the failure to so qualify is not reasonably likely
to have a Material Adverse Effect;

(ii)   all the outstanding shares of capital stock of the Company and of
each of the Subsidiaries have been duly and validly authorized and issued and
are fully paid and nonassessable, and, except as otherwise set forth in the
Final Prospectus, all outstanding shares of capital stock of each of the
Subsidiaries are owned of record by the Company either directly or through
wholly owned Subsidiaries free and clear of any perfected security interest
and, to the knowledge of such counsel, after due inquiry, any other security
interest, claim, lien or encumbrance, other than such liens or other security
interests granted or created in connection with indebtedness of the projects
owned by such Subsidiaries;

(iii)  the Company's authorized equity capitalization is as set forth in
the Final Prospectus;

(iv)   there is no pending, or, to the knowledge of such counsel,
threatened action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of
its subsidiaries or its or their property, of a character required to be
disclosed in the Registration Statement which is not adequately disclosed in
the Final Prospectus, and there is no franchise, contract or other document of
a character required to be described in the Registration Statement or Final
Prospectus, or to be filed as an exhibit thereto, which is not described or
filed as required; and the statements included or incorporated by reference in
the Final Prospectus under the heading "Risk Factors -- We are subject to
governmental regulation," fairly summarize the matters therein described;

(v)    no consent, approval, authorization, filing with or order of any
court or governmental agency or body is required in connection with the
transactions contemplated herein, except such as have been obtained under the
Act and such as may be required under the blue sky laws of any jurisdiction in
connection with the purchase and distribution of the Securities by the
Underwriters (about which such counsel need express no opinion) in the manner
contemplated in this Agreement and in the Final Prospectus and such other
approvals (specified in such opinion) as have been obtained;

(vi)   neither the execution and delivery of the Indenture, the issue and
sale of the Securities, nor the consummation of any other of the transactions
herein contemplated nor the fulfillment of the terms hereof will conflict
with, result in a

10

11

breach or violation or constitute a default under (i) the charter or by-laws
of the Company or its Subsidiaries, (ii) the terms of any indenture, contract,
lease, mortgage, deed of trust, note agreement, loan agreement or other
agreement, obligation, condition, covenant or instrument to which the Company
or its Subsidiaries is a party or bound or to which its or their property is
subject, or (iii) any statute, law, rule, regulation, judgment, order or
decree applicable to the Company or its Subsidiaries of any court, regulatory
body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Company or its Subsidiaries or any of its or
their properties, except in the cases of clauses (ii) and (iii) above, such
conflict, breach, violation or default which is not reasonably likely to have
a Material Adverse Effect;

(vii)  except as set forth in the Final Prospectus, and except for
(i) San Francisco Thermal, Limited Partnership, (ii) Pittsburgh Thermal,
Limited Partnership, and (iii) RSD Power Partners, L.P., none of the Company,
its Subsidiaries or its Project Affiliates is subject to regulation as a
"steam corporation", "electric utility", "electric utility company", "utility
company" or "public utility company" or any similar term by any Federal law ,
law of the State of Minnesota or public utility commission or regulatory body
or under any such law;

(viii) except for (i) the El Segundo generating facility, (ii) the Long
Beach generating station, (iii) the Somerset generating station, (iv) the
Parlin generating facility, (v) the Encina generating facility and combustion
turbines acquired from San Diego Gas & Electric and (vi) the Company's
international generation assets (as to which no such opinion need be given),
none of the Company, its Subsidiaries or its Project Affiliates is an
"electric utility company", a "public utility company", a "holding company" or
a "subsidiary company" or an "affiliate" of a "holding company" or a "public
utility" as defined in PUHCA, which is subject to regulation as such an entity
or otherwise under PUHCA; and

(ix)   except as set forth in the Final Prospectus, the Company, its
Subsidiaries and its Project Affiliates possess and are in compliance with all
approvals, certificates, authorizations, licenses and permits issued by the
appropriate state, Federal or foreign regulatory agencies or bodies necessary
to conduct their business as described in the Final Prospectus, except where
the failure to possess such approvals, certificates, authorizations, licenses
and permits or be in compliance therewith would not be reasonably likely to
have a Material Adverse Effect and to the knowledge of such counsel, none of
the Company, its Subsidiaries or its Project Affiliates, has received any
notice of proceedings relating to the revocation or modification of any such
approval, certificate, authorization, license or permit which, individually or
in the aggregate, if it became the subject of an unfavorable decision, ruling
or finding, would be reasonably likely to have a Material Adverse Effect.

11

12

(d)    The Representatives shall have received from Skadden, Arps, Slate,
Meagher and Flom LLP, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date and addressed to the Representatives, with respect to
the issuance and sale of the Securities, the Indenture, the Registration
Statement, the Final Prospectus (together with any supplement thereto) and
other related matters as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents as they request
for the purpose of enabling them to pass upon such matters.

(e)    The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board or the
President and the principal financial or accounting officer of the Company,
dated the Closing Date, to the effect that the signers of such certificate
have carefully examined the Registration Statement, the Final Prospectus, any
supplements to the Final Prospectus and this Agreement and that:

(i)    the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date and the
Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to the
Closing Date;

(ii)   no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge, threatened;
and

(iii)  since the date of the most recent financial statements
included or incorporated by reference in the Final Prospectus (exclusive
of any supplement thereto), there has been no material adverse effect on
the condition (financial or otherwise), earnings, business or properties
of the Company and its subsidiaries, taken as a whole, whether or not
arising from transactions in the ordinary course of business, except as
set forth in or contemplated in the Final Prospectus (exclusive of any
supplement thereto).

(f)    The Company shall have requested and caused PricewaterhouseCoopers
LLP to have furnished to the Representatives, at the Execution Time and at
the Closing Date, letters, (which may refer to letters previously delivered
to one or more of the Representatives), dated respectively as of the
Execution Time and as of the Closing Date, in form and substance satisfactory
to the Representatives, confirming that they are independent accountants
within the meaning of the Act and the Exchange Act and the respective
applicable rules and regulations adopted by the Commission thereunder and
that they have performed a review of the unaudited interim financial
information of the Company for the three-month period ended March 31, 1999,
and as at March 31, 1999, in accordance with Statement on Auditing Standards
No. 71, and stating in effect that:

12

13

(i)    in their opinion the audited financial statements and
financial statement schedules included or incorporated by reference in
the Registration Statement and the Final Prospectus and reported on by
them comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the related
rules and regulations adopted by the Commission;

(ii)   on the basis of a reading of the latest unaudited financial
statements made available by the Company and its subsidiaries; their
limited review, in accordance with standards established under Statement
on Auditing Standards No. 71, of the unaudited interim financial
information for the three-month period ended March 31, 1999 and as at
March 31, 1999, incorporated by reference in the Registration Statement
and the Final Prospectus; carrying out certain specified procedures (but
not an examination in accordance with generally accepted auditing
standards) which would not necessarily reveal matters of significance
with respect to the comments set forth in such letter; a reading of the
minutes of the meetings of the stockholders, directors and audit
committees of the Company and the Subsidiaries; and inquiries of certain
officials of the Company who have responsibility for financial and
accounting matters of the Company and its subsidiaries as to transactions
and events subsequent to December 31, 1998, nothing came to their
attention which caused them to believe that:

(1)    any unaudited financial statements included or incorporated
by reference in the Registration Statement and the Final Prospectus
do not comply as to form in all material respects with applicable
accounting requirements of the Act and with the related rules and
regulations adopted by the Commission with respect to financial
statements included or incorporated by reference in quarterly
reports on Form 10-Q under the Exchange Act; and said unaudited
financial statements are not in conformity with generally accepted
accounting principles applied on a basis substantially consistent
with that of the audited financial statements included or
incorporated by reference in the Registration Statement and the
Final Prospectus;

(2)    with respect to the period subsequent to March 31, 1999,
there were any changes, at a specified date not more than five days
prior to the date of the letter, in the long-term debt of the
Company and its subsidiaries or capital stock of the Company or
decreases in the stockholders' equity of the Company as compared
with the amounts shown on the March 31, 1999, consolidated balance
sheet included or incorporated by reference in the Registration
Statement and the Final Prospectus, or for the period from April 1,
1999 to such specified date there were any decreases, as compared
with the three months ended March 31, 1998 in net revenues or
income before income taxes or in total or per share amounts of net
income of the Company and its subsidiaries, except in all instances
for changes or

13

14

decreases set forth in such letter, in which case the letter shall be
accompanied by an explanation by the Company as to the significance
thereof unless said explanation is not deemed necessary by the
Representatives;

(3)    the information included or incorporated by reference in the
Registration Statement and Final Prospectus in response to Regulation
S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary
Financial Information), Item 402 (Executive Compensation) and Item 503(d)
(Ratio of Earnings to Fixed Charges) is not in conformity with the
applicable disclosure requirements of Regulation S-K; and

(iii)  they have performed certain other specified procedures as a
result of which they determined that certain information of an accounting,
financial or statistical nature (which is limited to accounting, financial
or statistical information derived from the general accounting records of
the Company and its subsidiaries) set forth in the Registration Statement
and the Final Prospectus and in Exhibit 12 to the Registration Statement,
including the financial information set forth under the captions "Summary
and Consolidated Financial and Operating Data" and "Selected Consolidated
Financial and Other Data" in the Final Prospectus, the information included
or incorporated by reference in Items 1, 2 and 7 of the Company's Annual
Report on Form 10-K, incorporated by reference in the Registration Statement
and the Final Prospectus, and the information included or incorporated by
reference in the Company's Quarterly Reports on Form 10-Q, incorporated by
reference in the Registration Statement and the Final Prospectus and the
information included or incorporated by reference in the Company's Reports
on Form 8-K, incorporated by reference in the Registration Statement and the
Final Prospectus, agrees with the accounting records of the Company and its
subsidiaries, excluding any questions of legal interpretation.

(g)    Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any supplement
thereto), there shall not have been (i) any change or decrease in the items
specified in the letter or letters referred to in paragraph (e) of this
Section 6 or (ii) any change, or any development involving a prospective
change, in or affecting the business or properties of the Company and its
subsidiaries, taken as a whole, whether or not arising from transactions in
the ordinary course of business, except as set forth in or contemplated in
the Final Prospectus (exclusive of any supplement thereto) the effect of
which, in any case referred to in clause (i) or (ii) above, is, in the
reasonable judgment of the Representatives, so material and adverse as to
make it impractical or inadvisable to proceed with the offering or delivery
of the Securities as contemplated by the Registration Statement (exclusive
of any amendment thereof) and the Final Prospectus (exclusive of any
supplement thereto).

14

15

(h)    Subsequent to the Execution Time, there shall not have been any
decrease in the rating of any of the Company's debt securities by any
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act) or any notice given of any intended or
potential decrease in any such rating or of a possible change in any such
rating that does not indicate the direction of the possible change.

(i)    Prior to the Closing Date, the Company shall have furnished to the
Representatives such further information, certificates and documents as the
Representatives may reasonably request.

If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of such
cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

The documents required to be delivered by this Section 6 shall be
delivered at the office of Skadden, Arps, Slate, Meagher & Flom LLP, counsel
for the Underwriters, at 919 Third Avenue, New York, New York 10022-3897, on the
Closing Date.

7.     Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally through Salomon Smith Barney on demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Securities.

8.     Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Securities as originally filed or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements

15

16

therein not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
any Underwriter through the Representatives specifically for inclusion therein;
provided, further, that with respect to any untrue statement or omission of a
material fact made in the Basic Prospectus or any Preliminary Final Prospectus,
the indemnity agreement contained in this Section 8(a) shall not inure to the
benefit of any Underwriter from whom the person asserting any such loss, claim,
damage or liability purchased the Securities concerned, to the extent that any
such loss, claim, damage or liability of such Underwriter occurs under the
circumstance where it shall have been determined by a court of competent
jurisdiction by final and nonappealable judgment that (w) the Company had
previously furnished copies of the Final Prospectus to the Representatives, (x)
delivery of the Final Prospectus was required to be made to such person, (y) the
untrue statement or omission of a material fact contained in the Preliminary
Final Prospectus was corrected in the Final Prospectus, and (z) there was not
sent or given to such person, at or prior to the written confirmation of the
sale of such Securities to such person, a copy of the Final Prospectus. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.

(b)    Each Underwriter severally and not jointly agrees to indemnify
and hold harmless the Company, each of its directors, each of its officers
who signs the Registration Statement, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, to the
same extent as the foregoing indemnity from the Company to each
Underwriter, but only with reference to written information relating to
such Underwriter furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement
will be in addition to any liability which any Underwriter may otherwise
have. The Company acknowledges that the statements set forth in the last
paragraph of the cover page regarding delivery of the Securities, and,
under the heading "Underwriting" constitute the only information furnished
in writing by or on behalf of the several Underwriters for inclusion in any
Preliminary Final Prospectus or the Final Prospectus.

(c)    Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under paragraph
(a) or (b) above unless and to the extent it did not otherwise learn of
such action and such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a)
or (b) above. The

16

17

indemnifying party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees
and expenses of any separate counsel retained by the indemnified party or
parties except as set forth below); provided, however, that such counsel
shall be satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i)
the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party, it being understood that the indemnifying
party shall not be liable for more than one separate firm (in addition to one
local firm in each jurisdiction) for all indemnified parties in each
jurisdiction in which any claim or action arising out of the same general
allegations or circumstances is brought. An indemnifying party will not,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional
release of each indemnified party from all liability arising out of such
claim, action, suit or proceeding. An indemnifying party will not, without
the prior written consent of the indemnified party, enter into any settlement
or compromise or consent to the entry of any judgment.

(d)   In the event that the indemnity provided in paragraph (a) or
(b) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Underwriters severally
agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the Company
and one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
one hand and by the Underwriters on the other from the offering of the
Securities; provided, however, that in no case shall any Underwriter (except
as may be provided in any agreement among underwriters relating to the
offering of the Securities) be responsible for any amount in excess of the
underwriting discount or commission applicable to the Securities purchased by
such Underwriter hereunder. If the allocation

17

18

provided by the immediately preceding sentence is unavailable for any reason,
the Company and the Underwriters severally shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company on the one hand and of the
Underwriters on the other in connection with the statements or omissions
which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal
to the total net proceeds from the offering (before deducting expenses)
received by it, and benefits received by the Underwriters shall be deemed to
be equal to the total underwriting discounts and commissions, in each case as
set forth on the cover page of the Final Prospectus. Relative fault shall be
determined by reference to, among other things, whether any untrue or any
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information provided by the
Company on the one hand or the Underwriters on the other. The Company and the
Underwriters agree that it would not be just and equitable if contribution
were determined by pro rata allocation or any other method of allocation
which does not take account of the equitable considerations referred to
above. Notwithstanding the provisions of this paragraph (d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 8, each
person who controls an Underwriter within the meaning of either the Act or
the Exchange Act and each director, officer, employee and agent of an
Underwriter shall have the same rights to contribution as such Underwriter,
and each person who controls the Company within the meaning of either the Act
or the Exchange Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).

9.    Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names in Schedule I hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate principal amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate principal amount of Securities set forth in Schedule I hereto, the
remaining Underwriters shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Representatives shall determine in order that the
required changes in the Registration Statement and the Final

18

19

Prospectus or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting Underwriter for damages
occasioned by its default hereunder.

10.    Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representatives, by notice given to the Company
prior to delivery of and payment for the Securities, if at any time prior to
such time (i) trading in securities generally on the New York Stock Exchange or
the Nasdaq National Market shall have been suspended or limited or minimum
prices shall have been established on such Exchange or the Nasdaq National
Market, (ii) a banking moratorium shall have been declared either by Federal or
New York State authorities or (iii) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a national
emergency or war, or other calamity or crisis the effect of which on financial
markets is such as to make it, in the reasonable judgment of the
Representatives, impractical or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Final Prospectus (exclusive of
any supplement thereto).

11.    Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors, employees, agents or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the Securities.
The provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.

12.    Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to the Salomon Smith Barney Inc. General Counsel (fax
no.: (212) 816-7912) and confirmed to the General Counsel, Salomon Smith Barney
Inc., at 388 Greenwich Street, New York, New York, 10013, Attention: General
Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to
James J. Bender, Vice President and General Counsel at (612) 373-5392.

13.    Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have any right or obligation
hereunder.

14.    Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

15.    Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

19

20

16.    Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

17.    Definitions. The terms which follow, when used in this Agreement,
shall have the meanings indicated.

"Act" shall mean the Securities Act of 1933, as amended and
the rules and regulations of the Commission promulgated thereunder.

"Basic Prospectus" shall mean the prospectus referred to in
paragraph 1(a) above contained in the Registration Statement at the
Effective Date including any Preliminary Final Prospectus.

"Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or
trust companies are authorized or obligated by law executive order or
regulation to close in New York City.

"Commission" shall mean the Securities and Exchange Commission.

"Effective Date" shall mean each date and time that the
Registration Statement, any post-effective amendment or amendments
thereto and any Rule 462(b) Registration Statement became or become
effective.

"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

"Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto.

"Final Prospectus" shall mean the prospectus supplement
relating to the Securities that was first filed pursuant to Rule 424(b)
after the Execution Time, together with the Basic Prospectus.

"Preliminary Final Prospectus" shall mean any preliminary
prospectus supplement to the Basic Prospectus which describes the
Securities and the offering thereof and is used prior to filing of the
Final Prospectus, together with the Basic Prospectus.

"Registration Statement" shall mean the registration statement
referred to in paragraph 1(a) above, including exhibits and financial
statements, as amended at the Execution Time (or, if not effective at
the Execution Time, in the form in which it shall become effective)
and, in the event any post-effective amendment thereto or any Rule
462(b) Registration Statement becomes effective prior to the Closing
Date, shall also mean such registration statement as so amended or such
Rule 462(b) Registration

20

21

Statement, as the case may be. Such term shall include any Rule 430A
Information deemed to be included therein at the Effective Date as
provided by Rule 430A.
"Rule 415", "Rule 424", "Rule 430A" and "Rule 462" refer to such
rules under the Act.

"Rule 430A Information" shall mean information with respect to
the Securities and the offering thereof permitted to be omitted from
the Registration Statement when it becomes effective pursuant to Rule
430A.

"Rule 462(b) Registration Statement" shall mean a registration
statement and any amendments thereto filed pursuant to Rule 462(b)
relating to the offering covered by the registration statement referred
to in Section 1(a) hereof.

"Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended and the rules and regulations of the Commission
promulgated thereunder.

21

22

If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.

Very truly yours,

NRG Energy, Inc.

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

The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.

Salomon Smith Barney Inc.
ABN AMRO Incorporated
Merrill Lynch & Co.
Banc of America LLC

By: Salomon Smith Barney Inc.
By:
------------------------------
Name:
Title:

For themselves and the other
several Underwriters named in
Schedule I to the foregoing
Agreement.

22

23

SCHEDULE I

Principal Amount
of Securities to
Underwriters                                                                                       be Purchased
- ------------                                                                                       ------------

Salomon Smith Barney Inc...........................................                                $165,000,000

ABN AMRO Incorporated..............................................                                $ 45,000,000

Merrill Lynch......................................................                                $ 45,000,000

Banc of America LLC................................................                                $ 45,000,000

------------

Total..............................................................                                $300,000,000
============

1

24

SCHEDULE II
-----------
Subsidiaries
- ------------

Cobee Holdings Inc.
Energy National, Inc.
ENI Crockett Limited Partnership
ENIGEN, Inc.
Kladno Power (No. 1) B.V.
Kladno Power (No.2) B.V.
Lambique Beheer B.V.
NEO Corporation
NEO Landfill Gas Inc.
North American Thermal Systems LLC
NRG Cabrillo I Inc.
NRG Cabrillo I LLC
NRG Cabrillo II Inc.
NRG Cabrillo II LLC
NRG del Coronado, Inc.
NRG El Segundo, Inc.
NRG Energeticky Provoz, s.r.o.
NRG Gladstone Operating Services Pty Ltd
NRG International, Inc.
NRG Long Beach, Inc.
NRG Operating Services, Inc.
NRG PacGen Inc.
NRG Pittsburgh Thermal Inc.
NRG Power Marketing Inc.
NRG San Diego, Inc.
NRG San Francisco Thermal Inc.
NRG Victoria I Pty Ltd
NRG Victoria II Pty Ltd
NRG Victoria III Pty Ltd
NRGenerating Holdings (No. 4) B.V.
NRGenerating Holdings (No. 5) B.V.
NRGenerating International B.V.
Pacific Crockett Energy, Inc.
Pacific Crockett Holdings, Inc.
Pacific Generation Company
Pacific Generation Holdings Company
Pacific Kingston Energy, Inc.
Pittsburgh Thermal, Limited Partnership

2

25

Power Operations, Inc.
RSD Power Partners, L.P.
San Francisco Thermal, Limited Partnership
Somerset Generation I Inc.
Somerset Generation II Inc.
Somerset Power LLC
Sunshine State Power (No.2) B.V.
Sunshine State Power B.V.

Project Affiliates

Cabrillo Power I LLC
Cabrillo Power II LLC
Cogeneration Corporation of America
Compania Boliviana de Energia Electrica S.A.
Crockett Cogeneration, A California Limited Partnership
ECK Generating, s.r.o.
El Segundo Power LLC
Energeticke Centrum Kladno, s.r.o.
Energy Developments Limited
Enfield Energy Centre Limited
Enfield Holdings B.V.
Gladstone Power Station Joint Venture (unincorporated)
Kingston Cogen Limited Partnership
Kraftwerk Schkopau Betriebsgesellschaft mbH
Kraftwerk Schkopau GbR
Long Beach Generation LLC
Louisiana Generating LLC
Loy Yang Power Management Pty Ltd
Loy Yang Power Partners
Loy Yang Power Projects Pty Ltd
Matra Powerplant Holding B.V.
MIBRAG B.V.
Minnesota Methane LLC
Mitteldeutsche Braunkohlengesellschaft mbH
MM Biogas Power LLC
Northbrook Acquisition Corp.
Northbrook Energy, LLC
NRG Energy Center, Inc.
Saale Energie GmbH
Saale Energie Services GmbH

3

26

Scudder Latin American Power I-C L.D.C.
Scudder Latin American Power I-P L.D.C.
STS Hydropower Ltd.
The PowerSmith Cogeneration Project L.P.
Tosli Investments B.V.

4

27

SCHEDULE III

CHANGES IN PROJECT OWNERSHIP

None.

5

1

================================================================================
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
-----------------------------

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
-----------------------------

X  CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
- --                             SECTION 305(b) (2)

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A U.S. NATIONAL BANKING ASSOCIATION                       41-1592157
(Jurisdiction of incorporation or                         (I.R.S. Employer
organization if not a U.S. national                       Identification No.)
bank)

SIXTH STREET AND MARQUETTE AVENUE
Minneapolis, Minnesota                                    55479
(Address of principal executive offices)                  (Zip code)

Stanley S. Stroup, General Counsel
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent for Service)
-----------------------------

NRG ENERGY, INC.
(Exact name of obligor as specified in its charter)

DELAWARE                                                  41-1724239
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

1221 NICOLLET MALL, SUITE 700
MINNEAPOLIS, MINNESOTA                                    55403
(Address of principal executive offices)                  (Zip code)

-----------------------------
$300,000,000 SENIOR NOTES
(Title of the indenture securities)
================================================================================

2

Item 1.  General Information. Furnish the following information as to the
trustee:

(a)   Name and address of each examining or supervising
authority to which it is subject.

Comptroller of the Currency
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

The Board of Governors of the Federal Reserve System
Washington, D.C.

(b)   Whether it is authorized to exercise corporate trust
powers.

The trustee is authorized to exercise corporate trust
powers.

Item 2.  Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.

Item 15.  Foreign Trustee.   Not applicable.

Item 16.  List of Exhibits.  List below all exhibits filed as a part of this
Statement of Eligibility. Norwest Bank incorporates
by reference into this Form T-1 the exhibits
attached hereto.

Exhibit 1.     a.   A copy of the Articles of Association of the
trustee now in effect.*

Exhibit 2.     a.   A copy of the certificate of authority of the
trustee to commence business issued June 28, 1872,
by the Comptroller of the Currency to The
Northwestern National Bank of Minneapolis.*

b.   A copy of the certificate of the Comptroller of the
Currency dated January 2, 1934, approving the
consolidation of The Northwestern National Bank of
Minneapolis and The Minnesota Loan and Trust
Company of Minneapolis, with the surviving entity
being titled Northwestern National Bank and Trust
Company of Minneapolis.*

c.   A copy of the certificate of the Acting Comptroller
of the Currency dated January 12, 1943, as to
change of corporate title of Northwestern National
Bank and Trust Company of Minneapolis to
Northwestern National Bank of Minneapolis.*

d.   A copy of the letter dated May 12, 1983 from the
Regional Counsel, Comptroller of the Currency,
acknowledging receipt of

3

notice of name change effective May 1, 1983 from
Northwestern National Bank of Minneapolis to
Norwest Bank Minneapolis, National Association.*

e.   A copy of the letter dated January 4, 1988 from the
Administrator of National Banks for the Comptroller
of the Currency certifying approval of
consolidation and merger effective January 1, 1988
of Norwest Bank Minneapolis, National Association
with various other banks under the title of
"Norwest Bank Minnesota, National Association."*

Exhibit 3.     A copy of the authorization of the trustee to exercise
corporate trust powers issued January 2, 1934, by the
Federal Reserve Board.*

Exhibit 4.     Copy of By-laws of the trustee as now in effect.*

Exhibit 5.     Not applicable.

Exhibit 6.     The consent of the trustee required by Section 321(b) of
the Act.

Exhibit 7.     A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.**

Exhibit 8.     Not applicable.

Exhibit 9.     Not applicable.

*       Incorporated by reference to exhibit number 25 filed with
registration statement number 33-66026.

**      Incorporated by reference to exhibit number 25 filed with
registration statement number 333-25233.

3

4

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Norwest Bank Minnesota, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Minneapolis and State of Minnesota on the 12th day of May, 1999.

NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION

Jane Y. Schweiger
Corporate Trust Officer

4

5

EXHIBIT 6

May 12, 1999

Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.

Very truly yours,

NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION

Jane Y. Schweiger
Corporate Trust Officer

5