CORPORATE SERVICES AGREEMENT



         THIS CORPORATE SERVICES AGREEMENT (this "Agreement") dated as of June

11, 1999, is entered into by and between NRG Energy, Inc., a Delaware

Corporation (the "Provider"), and Huntley Power LLC, a Delaware limited

liability company (the "Company").



                                    RECITALS



         1.       The Company has obtained the rights to acquire, own and

operate the Huntley Generating Station (the"Facility") located in Tonawanda, New

York.



         2.       The Company desires to employ the services of the Provider to

assist in its operation of the Facility and related business functions; and



         3.       The Provider agrees to provide various services to the Company

in support of the operations of the Facility as provided in this Agreement.



                                    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



         1.1      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.



         "Effective Date" means the date of this Agreement.



         "Outsource" means to cause a Service to be provided by a third-party

provider which is not an Affiliate of the Provider.



         "Outsourced Services" shall means those Services which the Provider

Outsources to third-party providers which are not Affiliates of the Provider.



         "Services" means the performance of any work, direction of work,

technical or commercial information, data, consulting, staff augmentation or any

other corporate business function performed for or on behalf of the Company by

the Provider in functional areas such as but not limited to: human resources,

accounting, finance, treasury, tax, office administration, information

technology, engineering, construction management, environmental, legal and

safety.



         1.2      Terminology. Unless the context of this Agreement clearly

requires otherwise, (a) pronouns, wherever used herein, and of whatever gender,

will include natural persons and corporations and associations of





<PAGE>   2



every kind and character, (b) the word "included" or "including" will mean

"including without limitation", (c) the word "or" will have the inclusive

meaning represented by the phrase "and/or", (d) the words "hereof," "herein,"

"hereunder," and similar terms in this Agreement will refer to this Agreement as

a whole and not any particular section or article in which such words appear and

(e) all terms defined in this Agreement in the singular will have the same

meaning when used in the plural and vice versa. The section, article and other

headings in this Agreement are for reference purposed and will not control or

affect the construction of this Agreement or the interpretation hereof in any

respect. Article, section and subsection references are to his Agreement unless

otherwise specified.



                                    ARTICLE 2

                                    SERVICES



         2.01     General. The Company hereby retains the Provider, and the

Provider accepts the obligation, to provide to the Company certain Services in

accordance with the terms of this Agreement. At the Provider's election, it may

cause one or more of its Affiliates or third-party contractors to provide the

Services; provided, however, that the Provider shall remain responsible for the

provision of the Services (including Outsourced Services) in accordance with the

terms of this Agreement.



         2.2      Services. The Provider shall provide all Services to the

Company on an as-requested basis in support of the day-to-day business of the

Company. The Company shall use a letter, work order, purchase order or other

official document to authorize the performance of Services by Provider. Such

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