X0202 4 2006-12-01 0 0001013871 NRG ENERGY, INC. NRG 0001272409 CRANE DAVID W NRG ENERGY, INC. 211 CARNEGIE CENTER PRINCETON NJ 08540 1 1 0 0 President and CEO Common Stock, par value .01 per share 2006-12-01 4 F 0 80369 D 141596 D On December 5, 2003, Mr. Crane was issued 173,394 Restricted Stock Units ("RSU's") by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan (the "LTIP"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $0.01. On December 1, 2006 all of the originally granted 173,394 RSU's vested. Pursuant to the LTIP, Mr. Crane elected to satisfy his tax withholding obligation upon the exchange of common stock for RSU's by surrendering a number of shares of common stock having a value on the date of the exchange equal to the tax withholding obligation. This form is being filed to reflect the surrender of 80,369 shares of common stock to satisfy the grantee's tax withholding obligation. /s/Tanuja M. Dehne, under Power of Attorney 2006-12-06