Restated Intercompany Note

RESTATED INTERCOMPANY NOTE: SOMERSET


$34,800,000 February 22, 2000


FOR VALUE RECEIVED, SOMERSET POWER LLC, a Delaware limited liability company, (the "Borrower"), hereby promises to pay to the order of NRG NORTHEAST GENERATING LLC, a Delaware limited liability company, its successors and assigns (the "Lender"), on demand in lawful money of the United States in immediately available funds, at the office of the Lender located at 1221 Nicollet Mall, Suite 700, Minneapolis, MN 55403, the principal sum of THIRTY-FOUR MILLION EIGHT HUNDRED THOUSAND DOLLARS ($34,800,000) or, if less, the aggregate unpaid principal amount of the loan remaining outstanding hereunder.


The Borrower also promises to pay as interest on the unpaid principal amount hereof se ...