OPERATION AND MAINTENANCE AGREEMENT



         THIS OPERATION AND MAINTENANCE AGREEMENT (this "Agreement") dated as

of December 15, 1999, is entered into by and between Devon Power LLC, a

Delaware limited liability company (the "Owner"), and NRG Devon Operations,

Inc., a Delaware corporation (the "Operator").



                                    RECITALS



         1.   The Owner owns an electricity generation facility and related

assets in Milford, Connecticut (the "Facility").



         2.   The Operator has expertise in the operation and maintenance of

electricity generating facilities of the type and character of the Facility and

desires to provide administrative, operating and maintenance services for the

Facility on the terms and conditions set out herein.



         3.   The Owner and the Operator desire to set forth the terms pursuant

to which the Operator shall provide the administrative, operating and

maintenance services for the Facility.





                                    AGREEMENT



In consideration of the premises and the covenants, conditions, and agreements

contained herein, and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledge, the parties hereto agree as

follows:





                                    ARTICLE 1

                                   DEFINITIONS



         Whenever used in this Agreement with initial capitalization, the

following terms shall have the meanings specified or referred to in this

Article 1.



         "Affiliate" means, with respect to any person or entity, (i) each

entity that such person or entity Controls, (ii) each person or entity that

Controls such person or entity, and (iii) each entity that is under common

Control with such person or entity.



         "Agreement" shall have the meaning provided in the introductory

paragraph hereof.



         "Approved Operating Budget" means the Operating Budget as approved by

the Owner, as such Operating Budget may be modified in writing in accordance

with the terms of this Agreement.



         "Calendar Quarter" means the three-month periods commencing January 1,

April 1, July 1 and October 1.



         "Calendar Year" means the twelve-month period from January 1 to

December 31 inclusive.



         "Consumables" means water treatment chemicals, reagents and other

chemicals, lubrication fluids and filters, hydraulic fluids and filters, air

filters, ordinary fasteners (nuts, bolts, nails, etc., which are customarily

readily available on normal commercial terms), light bulbs and flourescent

tubes, ordinary gasket materials, gloves, flashlights, batteries, disposable

safety equipment and first aid supplies, replacement hand tools, solder and

welding













<PAGE>   2





rods, all supplies for maintenance and plant cleaning materials and supplies,

and all other items commonly considered to be consumables within operations of

similar facilities.



         "Control" means the possession, directly or indirectly, through one or

more intermediaries, of (i) in the case of a corporation, a majority of the

outstanding voting securities thereof; (ii) in the case of a limited liability

company, partnership, limited partnership or venture, the right to more than

50% of the distributions therefrom (including liquidating distributions); (iii)

in the case of a trust or estate, including a business trust, a majority of the

beneficial interest therein; and (iv) in the case of any other entity, a

majority of the economic or beneficial interest therein.



         "Dispatch Schedule" means the schedule that shows the required

generation and fuel for the relevant time period as published by the Owner.



         "Effective Date" means the date of this Agreement.



         "Equipment" means all of the mechanical and electrical equipment,

pumps, piping, Rolling Stock and controls of the Facility owned or controlled

by the Owner and used or intended to be used or useable in the generation of

electric power.



         "Facility" is defined in Recital 1.



         "Five Year Forecast" means a rolling five year operation and

maintenance plan and Operating Budget forecast (including major maintenance and

capital repairs, and recommended improvements and additions) prepared by the

Operator based on the Owner's proposed schedule for dispatch of the Facility

for the same period, submitted to the Owner for approval each July 1.



         "Force Majeure" means an event which (i) is not within the reasonable

control of the Party claiming Force Majeure (the "Claiming Party"), (ii) was

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