LETTER FROM STONY POINT COUNSEL DENNIS LYNCH INFORMING GEN-ON OF SUPPOSED APPLICABILITY OF EMINENT DOMAIN

February 17, 2012

GenOn Energy

1000 Main Street

Houston, Texas 77002

Attention: Edward R. Muller, Chairman and Chief Executive Officer

Re:            Facility at Stony Point, New York

(Formerly Mirant-Convent Site)

Dear Chairman Muller:

Our Office is Special Counsel to the Town of Stony Point, New York. In that regard, Town Supervisor Finn requested that our Office ascertain the status of any plans for development regarding large commercial parcels in the Town of Stony Point that are currently not engaged in ongoing commercial operations of substance. Your property above-captioned was identified as such a parcel of property.

As you may know, the tax burden of the Town of Stony Point Residents has increased significantly over the years. Part of an initiative to help reduce residential taxes is to appropriately encourage appropriate commercial development and resulting commercial ratables. Since your property has been identified as bring relatively underutilized regarding commercial operations, the Town Supervisor has requested that I ascertain from you what plans, if any, your Company has to restore this property to an ongoing and active commercial operation. More specifically, the Town Supervisor would be interested in ascertaining what development plans you may have for this property.

As I am certain you are aware, inactive commercial properties not only fail to generate their full potential of tax revenue for the Town, but also serve to encourage blight conditions. The Town has a great interest in alleviating any such blight conditions and certainly understands its rights and responsibilities concerning the use of eminent domain to so alleviate blight conditions. Therefore, this inquiry is undertaken so the Town can better understand what properties will remain relatively unutilized for commercial purposes in the foreseeable future and under what circumstances those properties may contribute to blight conditions that eminent domain powers must be utilized to remediate such blight conditions.

Thanking you for your time and anticipated response to our request for information in that regard, I remain,

Very truly yours,

Dennis E. Lynch

  eminent domain, GenOn, Stony Point