RELIANT ENERGY, INC.

                                  $750,000,000

                       6.75% SENIOR SECURED NOTES DUE 2014



                             UNDERWRITING AGREEMENT



                                                               December 14, 2004



Goldman, Sachs & Co.,

   As representatives (the "Representatives") of the several Underwriters

      named in Schedule I hereto,

85 Broad Street,

New York, New York 10004



M.R. Beal & Company

110 Wall Street

New York, New York 10005



Ladies and Gentlemen:



      Reliant Energy, Inc., a Delaware corporation (the "Company"), proposes,

subject to the terms and conditions stated herein, to issue and sell to the

Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of

$750,000,000 principal amount of its 6.75% Senior Secured Notes due 2014 (the

"Securities"). The Securities will be unconditionally guaranteed as to the

payment of principal, premium and interest (including special interest), if any

(the "Guarantees"), by the entities listed on Schedule II hereto (collectively,

the "Guarantors"). The Securities will be issued under a base indenture to be

dated as of December 22, 2004 (the "Base Indenture") among the Company, the

Guarantors and Wilmington Trust Company, as Trustee (the "Trustee"), as

supplemented by a first supplemental indenture. The Base Indenture, as

supplemented by the first supplemental indenture, is referred to herein as the

"Indentures."



      The Company, the Guarantors and the Underwriters, in accordance with the

requirements of Rule 2720 ("Rule 2720") of the National Association of

Securities Dealers, Inc. (the "NASD") and subject to the terms and conditions

stated herein, also hereby confirm the engagement of the services of M.R. Beal &

Company (the "Independent Underwriter") as a "qualified independent underwriter"

within the meaning of Section (b)(15) of Rule 2720 in connection with the

offering and sale of the Securities.



      Capitalized terms used but not defined herein shall have the meanings

assigned to them in the "Description of Notes" section of the Final Prospectus

(as defined below).



      The Company and the Guarantors have agreed to secure the Securities and

the Guarantees "equally and ratably" (as defined in the "Description of Notes"

section of the Final Prospectus) with the Credit Agreement Debt, the Existing

Notes, the Seward Note Parent Guarantees, all future Parity Secured Debt and

guarantees thereof and all other Parity Secured Obligations by security

interests



                                       1

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(subject to Permitted Prior Liens) granted to the Collateral Trustee

for the benefit of the holders of the Secured Obligations, in all of the Shared

Collateral.



      1.    The Company, with respect to itself and the Guarantors, and each of

the Guarantors, solely with respect to itself, represent and warrant to, and

agree with, each of the Underwriters and the Independent Underwriter that:



            (a) The Company has filed with the Securities and Exchange

      Commission (the "Commission") a registration statement on Form S-3 (File

      No. 333-107296) under the Securities Act of 1933, as amended (the "Act"),

      which has become effective, for the registration under the Act of the

      Securities. The Company meets the requirements for use of Form S-3 under

      the Act. No stop order suspending the effectiveness of the registration

      statement has been issued under the Act and no proceedings for that

      purpose have been instituted or are pending or, to the knowledge of the

      Company, are contemplated by the Commission, and any request on the part

      of the Commission for additional information has been complied with. The

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