SCHAEFER GEORGE P 4

4 · NRG ENERGY, INC. · Filed Jan 4, 2006

Form 4

Period: 2006-01-03

Vice President and Treasurer

Transactions

Award
Non-Qualified Stock Option
2006-01-03+5,200→ 26,200 total
Exercise: $47.95From: 2007-01-03Exp: 2012-01-03→ Common Stock, par value $0.01 per share (5,200 underlying)
Award
Performance Units
2006-01-03+2,400→ 28,600 total
From: 2009-01-03Exp: 2009-01-03→ Common Stock, par value $0.01 per share (2,400 underlying)
Award
Common Stock, par value $0.01 per share
2006-01-03+600→ 8,390 total

Footnotes (5)

[F1]Represents Deferred Stock Units issued to Mr. Schaefer by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan.
[F2]Each Restricted Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $0.01. Mr. Schaefer will receive from NRG Energy, Inc. one such share of Common Stock for each Restricted Stock Unit on January 3, 2009.
[F3]Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Schaefer, the Stock Options will vest and become exercisable as follows: 33 1/3% on January 3, 2007; 33 1/3% on January 3, 2008; and 33 1/3% on January 3, 2009.
[F4]Stock Options expire six years from the date of grant.
[F5]Mr. Schaefer was issued 1,200 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on January 3, 2006. Each Performance Unit will be paid out on January 3, 2009 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to January 3, 2009 (the "Measurement Price") is equal to or greater than $67.37 (the "Target Price"). The payout for each Performance Unit will be equal to: (i) one share of Common Stock, if the Measurement Price equals the Target Price; (ii) a prorated amount in between one and two shares of Common Stock, if the Measurement Price is greater than the Target Price but less than $79.49 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.

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