BY AND AMONG

EXHIBIT 2.06

EXECUTION COPY

TAX MATTERS AGREEMENT

BY AND AMONG

XCEL ENERGY INC.

AND ITS AFFILIATED COMPANIES

AND

NRG ENERGY, INC.

AND ITS AFFILIATED COMPANIES

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (this "Agreement") is made as of
December 5, 2003 by and among Xcel Energy Inc., a registered public utility
holding company ("Xcel"), and the Xcel subsidiaries whose names are set forth on
the signature pages of this Agreement (the "Xcel Affiliated Companies" and,
together with Xcel, the "Xcel Group"), and NRG Energy, Inc., a Delaware
corporation and an indirect, wholly-owned subsidiary of Xcel ("NRG"), and the
NRG subsidiaries whose names are set forth on the signature pages of this
Agreement (the "NRG Affiliated Companies" and, together with NRG, the "NRG
Group"; for the avoidance of doubt, the Xcel Group and the Xcel Affiliated
Companies shall not include any member of the NRG Group).

RECITALS

WHEREAS, the Xcel Group files a consolidated federal income
tax return and certain consolidated, combined or unitary state and local income
and franchise tax returns;

WHEREAS, the members of the NRG Group ceased to be members of
the Affiliated Group of which Xcel is the common parent effective as of March
13, 2001 (the "Deconsolidation Date") as a result of a public offering of NRG
common stock on March 12, 2001;

WHEREAS, prior to the Deconsolidation Date NRG and certain NRG
Affiliated Companies were party to a Tax Allocation Agreement made as of
December 29, 2000 together with Xcel and certain Xcel Affiliated Companies (the
"Prior Tax Allocation Agreement");

WHEREAS, NRG and certain related entities filed for protection
under Chapter 11 of the Bankruptcy Code on May 14, 2003;

WHEREAS, on effectiveness of an NRG plan of reorganization
(the "Plan") Xcel's shares of NRG stock will be cancelled; and

WHEREAS, the parties hereto have determined to enter into this
Agreement to establish their respective rights and responsibilities concerning
certain tax matters following effectiveness of the Plan;

NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

SECTION 1. DEFINITIONS

1.1 As used in this Agreement, the following capitalized terms
shall have the following meanings:

"Affiliated Group" has the meaning given to that term in
Section 1504(a) of the Code.

"Audit" means any audit, examination, proceeding or appeal
relating to Taxes.

"Code" means the Internal Revenue Code of 1986, as amended.

"Deconsolidation Date" has the meaning given in the Recitals
to this Agreement.

"Effective Date" means the date on which NRG emerges from
bankruptcy pursuant to the terms of a confirmed plan of reorganization.

"Final Determination" means with respect to any issue (i) a
decision, judgment, decree or other order by any court of competent jurisdiction
that has become final and is not subject to further appeal, or (ii) a closing
agreement entered into under Section 7121 of the Code or any other binding
settlement agreement entered into in connection with or in contemplation of an
administrative or judicial proceeding, excluding for this purpose an agreement
on Form 870.

"Form 870" means Internal Revenue Service Form 870, Waiver of
Restrictions on Assessment and Collection of Deficiency in Tax and Acceptance of
Overassessment, any successor thereto, and any similar form used for state or
local Tax purposes.

"Indemnification Amount" has the meaning given in Section 6.2.

"Indemnifying Party" means the party required to indemnify
another party pursuant to Section 6.1.

"Indemnitee" means the party entitled to indemnification from
another party pursuant to Section 6.1.

"NRG Affiliated Company" has the meaning given in the initial
paragraph of this Agreement.

"NRG Group" has the meaning given in the initial paragraph of
this Agreement.

"NRG Proposed Adjustment" means (i) a deficiency, claim or
adjustment relating to an Xcel Consolidated Return that, if sustained, would
result in Xcel's payment of a Tax for which NRG or an NRG Affiliated Company
would be responsible under this Agreement, and (ii) an adjustment to any Tax
Item of NRG or any NRG Affiliated Company that, if sustained, would cause NRG to
be in breach of the representation set forth in Section 6(e) or the covenant set
forth in Section 7(c) of the Settlement Agreement.

"NRG Separate Return" means any Separate Return of NRG or an
NRG Affiliated Company, and any consolidated, combined or unitary Tax Return
filed by NRG or an NRG Affiliated Company as common parent or its state or local
equivalent.

"Plan" has the meaning given in the Recitals to this
Agreement.

"Post-Deconsolidation Period" means any taxable period or
portion thereof beginning on or after the Deconsolidation Date.

"Pre-Deconsolidation Period" means any taxable period or
portion thereof ending before the Deconsolidation Date.

"Prior Tax Allocation Agreement" has the meaning given in the
Recitals to this Agreement.

"Separate Return" means any Tax Return other than a
consolidated, combined or unitary Tax Return.

"Settlement Agreement" means that certain Settlement Agreement
entered into as of December 5, 2003 by and among Xcel, NRG and certain NRG
subsidiaries.

"Tax" means any federal, state, local or foreign tax based
upon or determined with reference to net income or profits, including capital
gains and alternative or add-on minimum tax, together with interest, additions
to tax or penalties related thereto.

"Tax Authority" means any federal, state, local or foreign
governmental authority or any subdivision, agency, commission or authority
thereof or any quasi-governmental or private body having jurisdiction over the
assessment, determination, collection or imposition of any Tax.

"Tax Benefit" means a reduction in the Tax liability of a
taxpayer (or of the Affiliated Group of which it is a member) for any taxable
period, determined in accordance with the principles set forth on Schedule 1.1T
to this Agreement. Except as otherwise provided in this Agreement, a Tax Benefit
shall be deemed to have been realized or received from a Tax Item in a taxable
period only if and to the extent that the Tax liability of the taxpayer (or of
the Affiliated Group of which it is a member) for such period, after taking into
account the effect of the Tax Item on the Tax liability of such taxpayer in the
current period and all prior periods, is less than it would have been if such
Tax liability were determined without regard to such Tax Item.

"Tax Detriment" means an increase in the Tax liability of a
taxpayer (or of the Affiliated Group of which it is a member) for any taxable
period, determined in accordance with the principles set forth on Schedule 1.1T
to this Agreement. Except as otherwise provided in this Agreement, a Tax
Detriment shall be deemed to have been realized or incurred with respect to a
Tax Item in a taxable period only if and to the extent that the Tax liability of
the taxpayer (or of the Affiliated Group of which it is a member) for such
period, after taking into account the effect of the Tax Item on the Tax
liability of such taxpayer in the current period and all prior periods, is more
than it would have been if such Tax liability were determined without regard to
such Tax Item.

"Tax Item" means any item of income, gain, loss, deduction,
credit or other attribute, including net operating loss carrybacks, that may
have the effect of increasing or decreasing any Tax.

"Tax Law" means any federal, state, local or foreign law with
respect to Taxes, including the Code and Treasury Regulations.

"Tax Return" means any return, report, certificate, form or
similar statement or document, including any schedule attached thereto and any
information return, amended Tax return, claim for refund or declaration of
estimated Tax, required to be filed with a Tax Authority in connection with the
determination, assessment or collection of any Tax or the administration of any
Tax Law.

"Tax Structure" means the 'tax structure,' as that term is
defined in Section 1.6011-4 of the Treasury Regulations, of the transactions
referred to in the Recitals to this Agreement.

"Tax Treatment" means the 'tax treatment,' as that term is
defined in Section 1.6011-4 of the Treasury Regulations, of the transactions
referred to in the Recitals to this Agreement.

"Treasury Regulations" means the final, temporary and proposed
income Tax regulations promulgated under the Code.

"Worthless Stock Deduction" means the deduction that Xcel or
an Xcel Affiliated Company will claim under Section 165(g)(3) of the Code and
any comparable provision of state or local law with respect to the loss of its
investment in NRG.

"Xcel Affiliated Company" has the meaning given in the initial
paragraph of this Agreement.

"Xcel Consolidated Return" means a consolidated U.S. federal
income Tax Return or a consolidated, combined or unitary state or local income
or franchise Tax Return filed by Xcel as common parent of an Affiliated Group
(or the state or local equivalent thereof), including Tax Returns filed with
respect to periods before the Deconsolidation Date by Xcel or by Xcel's
predecessor, Northern States Power Co.

"Xcel Consolidated Return Year" means any taxable year or
portion thereof for which Xcel or a predecessor files or has filed an Xcel
Consolidated Return.

"Xcel Group" has the meaning given in the initial paragraph of
this Agreement.

"Xcel Separate Return" means any Separate Return of Xcel or an
Xcel Affiliated Company.

1.2 Principles of Construction.

As used in this Agreement, the singular shall be deemed to
include the plural and vice versa and "including" shall mean "including, without
limitation." The captions and section headings used in this Agreement are for
convenience only and shall not affect the interpretation or construction of the
Agreement's provisions. "Section" means a section of this Agreement unless
otherwise indicated.

SECTION 2. EFFECT ON Prior Tax Allocation Agreement

Except as expressly provided in this Agreement, the Prior Tax
Allocation Agreement shall cease to have any effect as of the date hereof for
any taxable period, past, present or future, but only as between Xcel or an Xcel
Affiliated Company, on the one hand, and NRG or an NRG Affiliated Company, on
the other hand. The Prior Tax Allocation Agreement shall continue to apply to
the Xcel Group, and any tax sharing agreement to which NRG and the NRG
Affiliated Companies are the only parties shall continue to apply to the NRG
Group.

SECTION 3. Tax Returns.

3.1 Preparation of Tax Returns; Payment of Taxes.

(a) Xcel shall timely file or cause to be filed all Tax
Returns required to be filed by Xcel, the Xcel Group or an Xcel Affiliated
Company for a Post-Deconsolidation Period, including the Xcel Consolidated
Returns for the 2002 tax year and the 2003 tax year. Xcel or an Xcel Affiliated
Company shall pay all Taxes due with respect to such Tax Returns.

(b) NRG shall timely file or cause to be filed all Tax Returns
required to be filed by NRG, the NRG Group or an NRG Affiliated Company for a
Post-Deconsolidation Period, including (i) the short federal tax year that began
on the Deconsolidation Date and ended on December 31, 2001, (ii) the federal
2002 tax year, (iii) the federal 2003 tax year and (iv) the short Minnesota tax
year that began on May 15, 2003 and will end on December 31, 2003. NRG or an NRG
Affiliated Company shall pay all Taxes due with respect to such Tax Returns.

(c) Each of Xcel and NRG shall prepare all Tax Returns on the
basis that NRG and the NRG Affiliated Companies joined in the Xcel Consolidated
Returns for all Pre-Deconsolidation Periods in which they were permitted to join
under the Code or state or local Tax Law, and that NRG and the NRG Affiliated
Companies did not and will not join in the Xcel Consolidated Returns for any
Post-Deconsolidation Tax Period unless required by state or local Tax Law.

(d) For purposes of Section 3.1(c), NRG and all eligible NRG
Affiliated Companies shall be treated as members of the Xcel Minnesota unitary
tax group through and including May 14, 2003 and not as members of the Xcel
Minnesota unitary tax group on or after May 15, 2003. Income, gains, losses,
deductions and credits for the unitary and post-unitary portions of 2003 shall
be determined based on a closing of the books as of the end of business on May
14, 2003, which closing of the books shall utilize NRG's month-end records for
April 2003 as adjusted in good faith and on a basis consistent with past
practice for the period from May 1, 2003 through May 14, 2003. The deduction
arising from the Worthless Stock Deduction shall be a post-unitary item (as
between Xcel and NRG).

(e) Except as otherwise provided in this Section 3.1, the
party required to file a Tax Return shall have the exclusive right to determine
how each Tax Item is reported on such Tax Return, whether to request an
extension of time in which to file such Tax Return, which elections shall be
made on such Tax Return, which accounting methods shall be chosen for such Tax
Return, and whether to retain outside professionals in connection with
preparation and filing of such Tax Return.

3.2 Amendments to Filed Tax Returns.

(a) Xcel, in its sole discretion, may amend any Xcel
Consolidated Return, provided that if an amendment would have required NRG or an
NRG Affiliated Company to make a payment to Xcel under the Prior Tax Allocation
Agreement if the Prior Tax Allocation Agreement still applied or imposes a Tax
Detriment on NRG or on an NRG Affiliated Company, neither NRG nor the NRG
Affiliated Company shall be required to make such payment and Xcel shall
reimburse and indemnify NRG for such Tax Detriment when such Tax Detriment is
realized.

(b) NRG may request that Xcel amend, and Xcel shall so amend,
any Xcel Consolidated Return for a Pre-Deconsolidation Period, provided that (i)
the period for filing an amended Tax Return for such period has not expired,
(ii) the amendment does not involve a carryback, (iii) the amendment relates
solely to a separate Tax Item of NRG or an NRG Affiliated Company, (iv) Xcel
determines or NRG provides an opinion of a nationally- recognized law or
accounting firm to the effect that there is at least a "reasonable basis" (as
defined in Section 1.6662-3(b)(3) of the Treasury Regulations) for the amendment
position and the amended return makes all necessary disclosures, and (v) NRG
pays to Xcel any additional amount that NRG or the NRG Affiliated Company would
be required to pay under the Prior Tax Allocation Agreement as a result of such
amendment if the Prior Tax Allocation Agreement still applied and NRG reimburses
and indemnifies Xcel for any Tax Detriment that Xcel incurs as a result of such
amendment when such Tax Detriment is realized. If the amended return results in
Xcel's receipt of a Tax refund, Xcel shall remit the Tax refund to NRG within
two business days of receipt thereof together with any interest received
thereon, less any unpaid amount described in clause (v) of the immediately
preceding sentence.

(c) Each of Xcel and the Xcel Affiliated Companies, on the one
hand, and NRG and the NRG Affiliated Companies on the other hand, may amend any
Xcel Separate Return or NRG Separate Return, respectively, without the consent
of any other party and without incurring any obligation to compensate any other
party.

(d) If a Tax Detriment for which compensation has been paid
pursuant to Section 3.2(a) or 3.2(b) is decreased or eliminated as the result of
an audit adjustment or otherwise, the compensated party shall pay the
compensating party the amount of the decrease or the amount eliminated, without
interest.

3.3 Carrybacks.

(a) To the extent permitted by Tax Law, Xcel shall include on
an amended Xcel Consolidated Return, or file a tentative application for refund
with respect to, any net operating loss incurred by NRG or an NRG Affiliated
Company in its 2002 U.S. federal tax year or a state or local tax year ending in
calendar year 2002, provided that (i) the period for filing an amended Tax
Return for purposes of carrying back a net operating loss has not expired and
(ii) no portion of the net operating loss is absorbed in an Xcel Consolidated
Return Year that begins after December 31, 2000. Xcel shall remit any portion of
the associated Tax refund that is not associated with displaced Tax credits to
NRG within two business days of receipt thereof, together with any interest
received thereon. To the extent that the displaced Tax credits produce

a Tax Benefit for Xcel in a Tax year or years after the year with respect to
which Xcel claims the Worthless Stock Deduction, Xcel shall pay NRG an amount
equal to the Tax Benefit within ten business days of realization thereof.

(b) NRG shall waive the carryback period for any net operating
loss reflected on an NRG Separate Return not described in Section 3.3(a) if such
loss would, absent a waiver, be carried back to a Pre-Deconsolidation Period. To
the extent that such carryback period may not be waived, and in the case of any
carryback of an NRG or NRG Affiliated Company capital loss, Xcel shall not be
required to pay over to NRG any Tax refund received with respect to a
Pre-Deconsolidation Period.

3.4 Other Refunds.

Any refund of Taxes received or Tax Benefit realized with
respect to a Pre-Deconsolidation Period (or a Post-Deconsolidation Period with
respect to which the NRG Affiliated Companies are required to join in an Xcel
Consolidated Return under state or local law) and unrelated to an amended Tax
Return, a carryback or a contest described in Section 5 shall be allocated and
paid in a manner consistent with the Prior Tax Allocation Agreement, subject to
later adjustment as provided therein.

3.5 Information and Cooperation; Record Retention.

Each of Xcel and the Xcel Affiliated Companies, on the one
hand, and NRG and the NRG Affiliated Companies, on the other hand, shall provide
the other with all documents and information, and make available employees and
officers, as reasonably requested by the other party, on a mutually convenient
basis during normal business hours, to aid the other party in preparing any Tax
Return described in Section 3.1 or participating in an Audit or contest
described in Section 5, provided that Xcel and the Xcel Affiliated Companies
shall be required to provide NRG only (i) any Tax Return or portion thereof that
includes Tax Items of NRG or an NRG Affiliated Company and (ii) any other
information that relates to NRG or an NRG Affiliated Company. Each of Xcel and
the Xcel Affiliated Companies, on the one hand, and NRG and the NRG Affiliated
Companies, on the other hand, shall retain all records relating to Taxes
governed by this Agreement until expiry of the related statute of limitations.
Prior to discarding or destroying such records, the party retaining them shall
offer in writing to transfer them to the other party at the other party's
expense. If the other party does not accept such offer within thirty days, the
party retaining such records may discard or destroy them.

3.6 Continuing Consolidation.

(a) Except as provided in Section 3.6(b), if NRG or any NRG
Affiliated Company is required by state or local Tax Law to be included in an
Xcel Consolidated Return for a Post-Deconsolidation Period, the parties shall
make payments and otherwise take actions as the parties would have been required
to make or take pursuant to the Prior Tax Allocation Agreement if the Prior Tax
Allocation Agreement still applied.

(b) If the Minnesota Tax Authority requires that NRG or any
eligible NRG Affiliated Company be treated as a member of the Xcel Minnesota
unitary tax group at the time Xcel recognizes a loss on its investment in NRG,
NRG and the NRG Affiliated Companies shall

forgo any payment to which they would be entitled under the Prior Tax Allocation
Agreement to the extent, and only to the extent, such payment results from the
Worthless Stock Deduction.

SECTION 4. ADDITIONAL COVENANTS.

4.1 Worthless Stock Deduction.

Neither Xcel nor any Xcel Affiliated Company shall claim the
Worthless Stock Deduction for any tax year prior to the tax year in which the
Effective Date occurs.

4.2 Payment of Certain Federal and Minnesota Adjustments.

Xcel shall pay NRG the net amount shown on Schedule 4.2 to
this Agreement (as adjusted by reasonable agreement of the parties hereto
through the Effective Date) within two business days of the Effective Date.

4.3 Continuing Covenants.

Except as otherwise provided in Section 3, Xcel and each Xcel
Affiliated Company, on the one hand, and NRG and each NRG Affiliated Company, on
the other hand, shall take any action reasonably requested by the other party
that would reasonably be expected to result in a Tax Benefit or avoid a Tax
Detriment to the requesting party, provided that such action does not cause the
party taking such action to bear any Tax Detriment or other additional cost not
fully compensated for by the requesting party.

SECTION 5. AUDITS AND CONTEST RIGHTS; JoinT tax Liability.

5.1 Liability for Adjustments.

If Xcel as common parent of an Affiliated Group (or the state
or local equivalent thereof) is required to pay any additional Tax with respect
to a Pre-Deconsolidation Period (or a Post-Deconsolidation Period with respect
to which the NRG Affiliated Companies are required to join in an Xcel
Consolidated Return under state or local law), NRG shall pay Xcel the amount, if
any, that NRG or an NRG Affiliated Company would have been required to pay Xcel
pursuant to the Prior Tax Allocation Agreement if the Prior Tax Allocation
Agreement still applied.

5.2 Notice of Audits.

Xcel shall provide NRG with written notice of any Audit that
could give rise to a payment under Section 5.1 within ten business days of
Xcel's receipt of notice thereof, provided that this Section 5.2 shall not apply
to any Audit commenced before the date of this Agreement, which Audits are
described on Schedule 5.2 to this Agreement.

5.3 Contests.

(a) Except as provided in Section 5.3(e), if a Tax Authority
assesses, asserts, proposes, recommends or attempts to collect on an NRG
Proposed Adjustment, or submits a request for information that reasonably may
relate to an NRG Proposed Adjustment or potential

NRG Proposed Adjustment, Xcel shall provide NRG with prompt notice thereof and
NRG shall elect in writing, within ten business days of receipt of notice from
Xcel, to contest the NRG Proposed Adjustment or potential NRG Proposed
Adjustment in the manner provided in Section 5.3(b) or to agree not to contest
the NRG Proposed Adjustment and pay Xcel any amount required to be paid under
Section 5.1.

(b) If NRG elects to contest the NRG Proposed Adjustment, NRG
shall keep Xcel reasonably informed of the contest and NRG's resolution of the
contest shall be binding on Xcel (subject to Section 5.3(h)), the Xcel
Affiliated Companies, NRG and the NRG Affiliated Companies, provided that NRG
pays Xcel any amount required to be paid under Section 5.1. Without limiting the
generality of the foregoing, if NRG elects to contest an NRG Proposed
Adjustment,

(i) NRG shall assume responsibility for
contesting the NRG Proposed Adjustment and
settling or litigating it to a Final
Determination, all at NRG's sole cost and
expense;

(ii) Xcel shall take all steps reasonably
necessary to authorize NRG to contest the
NRG Proposed Adjustment, including executing
powers of attorney and promptly delivering
to NRG any written materials received by
Xcel from any source other than NRG relating
to the NRG Proposed Adjustment;

(iii) NRG shall provide Xcel with copies of all
material documents received from or
submitted to the Tax Authority in connection
with the contest, including copies of any
Final Determination, Form 870 or other
documentation relating to resolution of the
contest;

(iv) if NRG decides to pay the NRG Proposed
Adjustment and xxx for a refund, NRG shall
advance to Xcel, on an interest-free basis
and without duplication, the amount of Tax
required to be paid by Xcel in connection
with the NRG Proposed Adjustment;

(v) if NRG and the Tax Authority enter into an
agreement that does not result in a Final
Determination, including an agreement on
Form 870, NRG shall advance to Xcel, on an
interest-free basis and without duplication,
the amount of Tax required to be paid by
Xcel in connection with the NRG Proposed
Adjustment; and

(vi) if a Final Determination requires that Xcel
make a payment to the Tax Authority with
respect to the NRG Proposed Adjustment, NRG,
without duplication, shall pay to Xcel the
amount required under Section 5.1.

(c) Payments with respect to amounts contested under Section
5.3(b) shall be made as follows: Xcel and NRG shall agree on the date on which
payment will be made to the Tax Authority (the "Payment Date"), NRG shall remit
the payment amount to Xcel no later than two business days before the Payment
Date, and Xcel shall make payment to the Tax Authority

no later than the Payment Date. If the relevant Tax Law or Tax Authority
establishes a date by which payment to the Tax Authority must be made, that date
shall be the Payment Date. If Xcel receives a refund of an amount paid pursuant
to Section 5.3(b), Xcel shall remit the refund amount to NRG, together with any
interest received thereon, within two business days of receipt thereof.

(d) Except as provided in Section 5.3(e), and without regard
to whether Xcel obtains a Final Determination with respect to the NRG Proposed
Adjustment in issue, if NRG (i) elects not to contest an NRG Proposed
Adjustment, (ii) elects to contest an NRG Proposed Adjustment and fails to
obtain a Final Determination, or (iii) fails to give Xcel the NRG election
notice required under Section 5.3(a), NRG shall be deemed to have agreed to the
NRG Proposed Adjustment and shall pay Xcel any amount required to be paid under
Section 5.1 on or before the later to occur of (x) the date Xcel makes payment
to the Tax Authority and (y) ten business days after NRG receives notice from
Xcel of the amount required to be paid, along with a computation in sufficient
detail to inform NRG of the basis for its payment obligation and of the manner
in which its obligation was computed.

(e) Nothing in this Section 5.3 shall prevent NRG from
contending that an asserted NRG Proposed Adjustment is not a matter for which
NRG is liable under Section 5.1, provided that NRG gives Xcel written notice to
that effect no later than fifteen business days after receipt of the Xcel notice
described in Section 5.3(a). Any dispute arising under this Section 5.3(e) shall
be resolved in accordance with the procedures set forth in Section 7.10. If a
dispute is resolved in Xcel's favor, NRG shall pay Xcel any amount that NRG owes
under Section 5.1 at the time of the resolution within ten business days of the
date of resolution and any other amount owed under Section 5.1 in accordance
with the other provisions of this Section 5. NRG may not contest an asserted NRG
Proposed Adjustment and also contend that it is not a matter for which NRG is
liable under Section 5.

(f) If a contest or other resolution of a Tax Item of NRG
results in Xcel's receipt of a refund or realization of a Tax Benefit other than
a refund, Xcel shall pay the refund or the amount of the other Tax Benefit to
NRG within two business days of receipt or realization thereof, together with
any interest allowed thereon.

(g) Sections 5.3(b), (c), (d) and (f), but not Sections 5.3(a)
or (e), shall apply to the NRG Proposed Adjustments proposed or asserted by a
Tax Authority before the date of this Agreement, which adjustments are described
on Schedule 5.3 to this Agreement, together with their agreed disposition.

(h) Nothing in this Section 5.3 shall waive Xcel's rights
under the Settlement Agreement if NRG is in breach of Section 6(e) or 7(c)
thereof.

5.4 Adjustment to Amounts Paid.

If NRG makes a payment to Xcel pursuant to Section 5.1, Xcel
shall pay NRG the amount of any Tax Benefit realized by Xcel as a result of the
adjustment giving rise to such payment. If Xcel makes a payment to NRG pursuant
to Section 5.3(f), NRG shall pay to Xcel the amount of any Tax Detriment
realized by Xcel as a result of the adjustment giving rise to

such payment, except as otherwise provided on Schedule 5.4 to this Agreement.
Payments with respect to Tax Benefits and Tax Detriments described in this
Section 5.4 shall be made in the manner set forth in Sections 6.2, 6.3 and 6.4.

5.5 Waiver.

(a) Xcel in its sole discretion may resolve, settle, agree to,
or fail to contest any NRG Proposed Adjustment if Xcel

(i) provides NRG with a written waiver of Xcel's
right to indemnification with respect to the
NRG Proposed Adjustment under this Agreement
and, in the case of an NRG Proposed
Adjustment described in clause (ii) of the
definition thereof, a written waiver of
Xcel's right to indemnification for any
breach of Section 6(e) or Section 7(c) of
the Settlement Agreement;

(ii) promptly reimburses NRG for any amounts
previously advanced by NRG to Xcel in
connection with the NRG Proposed Adjustment;
and

(iii) compensates NRG for any Tax Detriment or
other cost or liability that directly
results from Xcel's resolution, settlement,
agreement to, or failure to contest the NRG
Proposed Adjustment.

(b) No waiver by Xcel under this Section 5.5 with respect to
an NRG Proposed Adjustment shall operate as a waiver with respect to any other
NRG Proposed Adjustment or any other right afforded Xcel under this Agreement or
the Settlement Agreement.

5.6 Breach and Remedy.

Xcel's failure to notify NRG promptly of an NRG Proposed
Adjustment or to otherwise comply with the provisions of this Section 5 with
respect to an NRG Proposed Adjustment shall not relieve NRG of any liability to
Xcel under this Agreement with respect to the NRG Proposed Adjustment except to
the extent that NRG's rights hereunder are prejudiced by such failure, in which
event NRG's sole remedy, except as otherwise provided in Section 5.5, shall be a
reduction in the amount that NRG would otherwise be obligated to pay Xcel
pursuant to Section 5.1. In no event shall any such failure on Xcel's part
relieve NRG of any other liability or obligation which it may have to Xcel.

5.7 Joint Tax Liability.

(a) To the extent that a Tax Authority, acting pursuant to a
provision of foreign Tax Law comparable to Section 1.1502-6 of the Treasury
Regulations, collects any Tax from Xcel or an Xcel Affiliated Company for which
NRG or an NRG Affiliated Company would be liable under the principles of the
Prior Tax Allocation Agreement, NRG, within ten days of Xcel's written demand,
shall reimburse Xcel for the amount of Tax collected.

(b) To the extent that a Tax Authority, acting pursuant to
Section 1.1502-6 of the Treasury Regulations or any comparable provision of
state, local or foreign Tax Law, collects any Tax from NRG or an NRG Affiliated
Company for which Xcel or an Xcel Affiliated Company would have been responsible
under the Prior Tax Allocation Agreement if the Prior Tax Allocation Agreement
(or, in the case of a foreign Tax, the principles of the Prior Tax Allocation
Agreement) still applied, Xcel, within ten days of NRG's written demand, shall
reimburse NRG for the amount of Tax collected.

SECTION 6. INDEMNIFICATION.

6.1 Indemnification.

(a) NRG and each NRG Affiliated Company shall jointly and
severally indemnify Xcel, each Xcel Affiliated Company and their respective
directors, officers and employees and hold them harmless from and against any
and all Taxes for which NRG or any NRG Affiliated Company is liable under this
Agreement and any loss, cost, damage or expense, including reasonable attorneys'
fees and costs, that is attributable to, or results from, the failure of NRG or
an NRG Affiliated Company to make any payment required to be made under this
Agreement; provided, however, that any indemnification required under this
Section 6.1(a) shall be without duplication for payments made pursuant to
Section 5.

(b) Xcel and each Xcel Affiliated Company shall jointly and
severally indemnify NRG, each NRG Affiliated Company and their respective
directors, officers and employees and hold them harmless from and against any
and all Taxes for which Xcel or any Xcel Affiliated Company is liable under this
Agreement and any loss, cost, damage or expense, including reasonable attorneys'
fees and costs, that is attributable to, or results from the failure of Xcel or
an Xcel Affiliated Company to make any payment required to be made under this
Agreement.

(c) The Indemnifying Party shall pay to the Indemnitee the sum
(such sum, the "Indemnification Amount") of (i) the amount of the indemnified
liability, (ii) any penalties or interest imposed with respect to the
indemnified liability, to the extent not already included therein, and (iii) an
additional amount such that when the sum of the amounts set forth in clauses
(i), (ii) and this clause (iii) is reduced by all Taxes imposed on the
Indemnitee as a result of its receipt of such sum, the reduced amount equals the
sum of the amounts set forth in clauses (i) and (ii) of this Section 6.1.

(d) The Indemnitee shall pay the Indemnifying Party any Tax
Benefit realized by the Indemnitee as a result of having incurred, and having
been indemnified by the Indemnifying Party for, an indemnified liability
described in this Section 6.1.

6.2 Payment.

(a) All indemnification payments shall be made to the
Indemnitee or, at the Indemnitee's written direction, to the appropriate Tax
Authority, on the later of (i) the date ten days after delivery by the
Indemnitee to the Indemnifying Party of written demand for payment and (ii) the
date on which the Indemnitee is obligated to pay the associated Tax, provided
such tax has, in fact, been paid.

(b) The Indemnitee shall provide the Indemnifying Party with
its calculation of the Indemnification Amount at the time the Indemnitee makes
written demand therefor. The calculation shall provide detail that is sufficient
to allow the Indemnifying Party to understand the basis for the indemnification
claim and its determination.

(c) Any indemnification payment required under this Agreement
in an amount in excess of $1,000,000 shall be made by electronic funds transfer
of immediately available funds

(d) Tax Benefits described in Section 6.1(d) shall be paid
within ten business days of the Indemnitee's realization thereof. If the
Indemnitee incurs an indemnified liability and realizes a Tax Benefit described
in Section 6.1(d) with respect to that indemnified liability in the same Tax
period, the Indemnifying Party shall pay the Indemnitee the net amount to which
the Indemnitee is entitled under this Section 6.1.

6.3 Interest.

Any Indemnification Amount that is not paid within the period
prescribed in Section 6.2(a) shall bear interest for the period from and
including the date on which it was due to but excluding the date of payment at a
per annum rate equal to the bank prime rate published in The Wall Street Journal
on the date the payment was due. Such interest shall be payable at the same time
as the indemnification payment to which it relates and shall be calculated on
the basis of a year of 365 days and the actual number of days elapsed.

6.4 Disputes.

Any disputes with respect to indemnification shall be resolved
in accordance with Section 7.10. Pending the resolution of any dispute over the
existence or amount of a Tax Benefit described in Section 6.1(d), the
Indemnifying Party shall pay the Indemnitee the Indemnification Amount,
calculated as if the disputed portion of the Tax Benefit did not exist, and
preserve all rights under Section 6.1(d). If the dispute is resolved in the
Indemnifying Party's favor, the Indemnitee shall pay the Indemnifying Party,
within two business days of receipt of notice of the resolution, any additional
Tax Benefit determined to have been realized, together with interest, calculated
in the manner described in Section 6.3, from the date of realization to the date
of payment.

SECTION 7. MISCELLANEOUS

7.1 Effectiveness; Termination.

This Agreement shall become effective on the Effective Date.

7.2 Notices.

Any notice, request, instruction or other document to be given
or delivered under this Agreement by a party to another party shall be in
writing and shall be deemed to have been duly given when (a) delivered in
person, (b) deposited in the United States mail, postage prepaid

and sent certified mail, return receipt requested, or (c) delivered to Federal
Express or similar service for overnight delivery, in each case to the address
of the party set forth below:

If to Xcel or an Xcel Affiliated Company:

Xcel Energy Inc.
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx

with a copy to:

Xxxxxx Xxxxxxx
Xxxxx Day
00 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000

If to NRG or an NRG Affiliated Company:

NRG Energy, Inc.
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Xxxxxxx X. Xxxxxxx

with a copy to:

Xxxxxxx X. Xxxxxx
Xxxxxxxx & Xxxxx
Citicorp Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000

Any party may, by written notice to the other parties, change
the address or the party to which any notice, request, instruction or other
document is to be delivered.

7.3 Change in Law.

(a) Any reference to a provision of the Code or other Tax Law
shall include a reference to any applicable successor provision or law.

(b) If, due to any change in applicable law or regulations or
their interpretation by any court or other governing body having jurisdiction
subsequent to the date of this Agreement, performance of any provision of this
Agreement shall become impracticable or impossible, the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
provision.

7.4 Confidentiality.

(a) Except as provided in Section 7.4(b), for a period of
three years commencing on the date of this Agreement, each party shall hold and
cause its directors, officers, employees, advisors and consultants to hold in
strict confidence all information concerning the other parties furnished to it
by such other parties or their representatives pursuant to this Agreement,
except to the extent that (i) such information can be shown to have been in the
public domain through no fault of such party or lawfully acquired from other
sources not themselves under a duty of confidentiality by the party to which it
was furnished, or (ii) disclosure is compelled by judicial or administrative
process. Each party shall be deemed to have satisfied its obligation to hold
confidential information concerning or supplied by the other party if it
exercises the same care as it takes to preserve confidentiality for its own
similar information.

(b) Notwithstanding any other express or implied agreement,
arrangement or understanding to the contrary, except as reasonably necessary to
comply with applicable securities laws, any party to this Agreement may (i)
consult with any tax advisor regarding the Tax Treatment and Tax Structure, and
(ii) disclose to any and all persons, without limitation of any kind, the Tax
Treatment and Tax Structure and all other materials of any kind (including
opinions or other tax analyses) required by Section 1.6011-4 of the Treasury
Regulations, provided that this authorization shall not permit disclosure of (x)
any information not related to the Tax Treatment or Tax Structure or (y) the
identities of any party to this Agreement.

7.5 Successors.

This Agreement shall be binding on and inure to the benefit
and detriment of the parties and any successor, by merger, acquisition of assets
or otherwise, to any of the parties hereto, to the same extent as if such
successor had been an original party.

7.6 Guarantee of Affiliated Company Performance.

Xcel shall cause to be performed, and guarantees the
performance of, all actions, agreements and obligations set forth herein to be
performed by any Xcel Affiliated Company, and NRG shall cause to be performed,
and hereby guarantees the performance of, all actions, agreements and
obligations set forth herein to be performed by any NRG Affiliated Company.

7.7 Authorization.

Each of the parties hereto represents and warrants that it has
the power and authority to execute, deliver and perform this Agreement, that
this Agreement has been duly authorized by all necessary corporate action on the
part of such party, that this Agreement constitutes a legal, valid and binding
obligation of each such party and that the execution, delivery and performance
of this Agreement by such party does not contravene or conflict with any
provision of law or of its charter or bylaws or any agreement, instrument or
order binding on such party.

7.8 Entire Agreement.

This Agreement and the Prior Tax Allocation Agreement, solely
to the extent incorporated by reference in this Agreement, contain the entire
agreement among the parties hereto with respect to the subject matter hereof.

7.9 Governing Law.

This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Delaware as to all matters
regardless of the law that might otherwise govern under the principles of
conflicts of law applicable thereto.

7.10 Dispute Resolution.

Any dispute between Xcel or an Xcel Affiliated Company, on the
one hand, and NRG or an NRG Affiliated Company, on the other hand, with respect
to the operation or interpretation of this Agreement shall be decided by three
arbitrators, one appointed by Xcel, one appointed by NRG, and one appointed by
the other two arbitrators. Alternatively, the dispute may be resolved by a
single arbitrator agreed to by each of Xcel and NRG. The arbitrators' decision
shall be final and binding on the parties hereto. Xcel and NRG shall each pay
one-half of the arbitrators' fees and expenses.

7.11 Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.

7.12 Severability.

If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction (or an arbitrator or
arbitration panel) to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect, and shall in no way be affected, impaired or invalidated.
In the event that any such term, provision, covenant or restriction is held to
be invalid, void or unenforceable, the parties hereto shall use their reasonable
best efforts to find and employ an alternate means to achieve the same or
substantially the same result as that contemplated by such terms, provisions,
covenant or restriction.

7.13 No Third Party Beneficiaries.

This Agreement is solely for the benefit of Xcel, the Xcel
Affiliated Companies, NRG and the NRG Affiliated Companies. This Agreement
confers upon no third party any remedy, claim, liability, reimbursement, cause
of action or other right.

7.14 Waivers.

No failure or delay on the part of a party in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such right or power,

preclude any other or further exercise thereof or the exercise of any other
right or power. No modification or waiver of any provision of this Agreement nor
consent to any departure by the parties therefrom shall in any event be
effective unless the same shall be in writing.

7.15 Setoff.

All payments to be made by any party under this Agreement may
be netted against payments due to such party under this Agreement, but otherwise
shall be made without setoff, counterclaim or withholding, all of which are
hereby expressly waived.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by a duly authorized officer as of the date first above
written.

NORTHERN STATES POWER COMPANY,
XCEL ENERGY INC. MINNESOTA

By: /s/ XXXXXXX X. XXXXX By: /s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: President & Chief Operating Officer Title: President & Chief Operating Officer

NSP NUCLEAR CORPORATION UNITED POWER AND LAND COMPANY

By: /s/ XXXXXXX X. XXXXX By: /s/ XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxx
Title: Vice President, Chief Financial Title: Chairman and President
Officer and Treasurer

NORTHERN STATES POWER COMPANY, WISCONSIN
CLEARWATER INVESTMENTS, INC.
By: /s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx By: /s/ XXXXXXXX X.X. XXXXX III
Title: Vice President and Chief Financial Name: Xxxxxxxx X.X. Xxxxx III
Officer Title: Vice President and Treasurer

CHIPPEWA AND FLAMBEAU IMPROVEMENT COMPANY
NSP LANDS, INC.
By: /s/ XXXXXXX X. XXXXXXX
By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxx Title: President
Title: President

PUBLIC SERVICE COMPANY OF COLORADO 1480 XXXXXX, INC.

By: /s/ XXXXXXX X. XXXXX By: /s/ XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxx
Title: President & Chief Operating Officer Title: Chairman & President

GREEN AND CLEAR LAKES COMPANY PSR INVESTMENTS, INC.

By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXXXXX X.X. XXXXX III
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxxx X.X. Xxxxx III
Title: Chairman & President Title: Chairman & President

SOUTHWESTERN PUBLIC SERVICE COMPANY CHEYENNE LIGHT, FUEL, AND POWER COMPANY

By: /s/ XXXXXXX X. XXXXX By: /s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President

XCEL ENERGY COMMUNICATIONS GROUP INC. NCE COMMUNICATIONS INC.

By: /s/ XXXXXXX X. XXXXX By: /s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: President & Chief Executive Officer Title: President

SEREN INNOVATIONS, INC. XCEL ENERGY O&M SERVICES, INC.

By: /s/ XXXXXXXX X.X. XXXXX III By: /s/ XXXXXXX X. XXXXX
Name: Xxxxxxxx X.X. Xxxxx III Name: Xxxxxxx X. Xxxxx
Title: CFO & Treasurer Title: Vice President

XCEL ENERGY MARKETS HOLDINGS INC. E PRIME, INC.

By: /s/ XXXXXXX X. XXXXX By: /s/ XXXXXXXX X.X. XXXXX III
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxxx X.X. Xxxxx III
Title: Vice President Title: Vice President & Treasurer

YOUNG GAS STORAGE COMPANY XCEL ENERGY INTERNATIONAL, INC.

By: /s/ XXXXXXXX X.X. XXXXX III By: /s/ XXXXXXX X. XXXXX
Name: Xxxxxxxx X.X. Xxxxx III Name: Xxxxxxx X. Xxxxx
Title: Vice President & Treasurer Title: President

INDEPENDENT POWER AMERICAS, INC. XCEL ENERGY ARGENTINA INC.

By: /s/ XXXXX X. XXXX By: /s/ XXXXX X. XXXX
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: President Title: President

XCEL ENERGY RETAIL HOLDINGS, INC. E PRIME ENERGY MARKETING, INC.

By: /s/ XXXXXXXX X.X. XXXXX III By: /s/ XXXXX X. XXXX
Name: Xxxxxxxx X.X. Xxxxx III Name: Xxxxx X. Xxxx
Title: Vice President & Treasurer Title: Vice President

E PRIME FLORIDA INC. E PRIME GEORGIA INC.

By: /s/ XXXXX X. XXXX By: /s/ XXXXX X. XXXX
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: Vice President Title: Vice President

XCEL ENERGY PERFORMANCE CONTRACTING INC.
(Formerly Energy Masters International, Inc.) PLANERGY CAPITAL ASSOCIATES INC.

By: /s/ XXXXX X. XXXX By: /s/ XXXXXXXX X. XXXXXXX
Name: Xxxxx X. Xxxx Name: Xxxxxxxx X. Xxxxxxx
Title: President & Vice President Title: President

PLANERGY ENERGY SERVICES CORPORATION PLANERGY HOUSING INC.

By: /s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXXXX X. XXXXXXX
Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx
Title: President Title: President

PLANERGY, INC. PLANERGY INTERNATIONAL, INC.

By: /s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXXXX X. XXXXXXX
Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx
Title: President Title: President

PLANERGY SERVICES, INC. PLANERGY SERVICES OF CALIFORNIA, INC.

By: /s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXXXX X. XXXXXXX
Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx
Title: President Title: President

PLANERGY SERVICES OF HOUSTON, INC. PLANERGY SERVICES OF TEXAS, INC.

By: /s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXXXXX X. XXXXXXX
Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx
Title: President Title: President

PLANERGY SERVICES USA, INC. REDDY KILOWATT CORPORATION

By: /s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXX X. XXXX
Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxx
Title: President Title: Vice President & Secretary

XCEL ENERGY PRODUCTS AND SERVICES INC. (Formerly
XCEL ENERGY - CADENCE, INC. Xcel Energy Retail Propane Inc.)

By: /s/ XXXXX X. XXXX By: /s/ XXXXX X. XXXX
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: Vice President Title: Vice President

XCEL ENERGY WHOLESALE PROPANE INC. (Formerly North
America Energy, Inc.) XERS INC.

By: /s/ XXXXX X. XXXX By: /s/ XXXXX X. XXXX
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: Vice President & Secretary Title: Vice President & Secretary

XCEL ENERGY VENTURES INC. ELOIGNE COMPANY

By: /s/ XXXXXXX X. XXXXX By: /s/ XXXXX X. XXXX
Name: Xxxxxxx X. Xxxxx Name: Xxxxx X. Xxxx
Title: President & Chief Executive Officer Title: Vice President & Secretary

TEXAS-OHIO PIPELINE, INC. XCEL ENERGY TRANSCO INC.

By: /s/ XXXXXXXX X.X. XXXXX III By: /s/ XXXXXXXX X.X. XXXXX III
Name: Xxxxxxxx X.X. Xxxxx III Name: Xxxxxxxx X.X. Xxxxx III
Title: Vice President Title: Vice President & Treasurer

XCEL ENERGY WHOLESALE GROUP INC. APPLIED POWER ASSOCIATES, INC.

By: /s/ XXXXXXX X. XXXXX By: /s/ XXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxx Name: Xxxxx X. Xxxxxx
Title: President & Chief Executive Officer Title: President & COO

ESOCO XXXXXXXX, INC. KES MONTEGO, INC.

By: /s/ XXXXXXX X. XXXX By: /s/ XXXXXX XXXX XXXXXXXXXX
Name: Xxxxxxx X. Xxxx Name: Xxxxxx Xxxx XxXxxxxxxx
Title: President Title: President

PRECISION RESOURCE COMPANY PROTO-POWER CORPORATION

By: /s/ XXXXXXX X. XXXX By: /s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxxx
Title: CEO Title: President & COO

PROTO-POWER MICHIGAN INC. PROTO-POWER NEW YORK INC.

By: /s/ XXXXXXX X. XXXXX By: /s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: President Title: President & CEO

QUIXX XXXXXX COGEN, INC. QUIXX CAROLINA, INC.

By: /s/ XXXXXX XXXX XXXXXXXXXX By: /s/ XXXXXX XXXX XXXXXXXXXX
Name: Xxxxxx Xxxx XxXxxxxxxx Name: Xxxxxx Xxxx XxXxxxxxxx
Title: President Title: COO

QUIXX CORPORATION QUIXX LOUISVILLE, LLC

By: /s/ XXXXXXX X. XXXX By: /s/ XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx as President & CEO
Title: President & CEO Title: The Sole Member

QUIXX JAMAICA, INC. QUIXX POWER SERVICES, INC.

By: /s/ XXXXXXX X. XXXX By: /s/ XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx
Title: Chief Executive Officer Title: Chairman & CEO

QUIXX RESOURCES, INC. QUIXX WPP94, INC.

By: /s/ XXXXXX XXXX XXXXXXXXXX By: /s/ XXXXXX XXXX XXXXXXXXXX
Name: Xxxxxx Xxxx XxXxxxxxxx Name: Xxxxxx Xxxx XxXxxxxxxx
Title: Vice President Title: President & COO

QUIXXLIN CORP. UNIVERSAL UTILITY SERVICES LLC

By: /s/ XXXXXX XXXX XXXXXXXXXX By: /s/ XXXXXXX X. XXXXX
Name: Xxxxxx Xxxx XxXxxxxxxx Name: Xxxxxxx X. Xxxxx, President & CEO
Title: President & COO Title: The Sole Member

UTILITY ENGINEERING CORPORATION XCEL ENERGY WYCO, INC.

By: /s/ XXXXXXX X. XXXXX By: /s/ XXXXXXXX X.X. XXXXX III
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxxx X.X. Xxxxx III
Title: President & CEO Title: Vice President & Treasurer

WESTGAS INTERSTATE, INC. XCEL ENERGY SERVICES INC.

By: /s/ XXXXXXXX X.X. XXXXX III By: /s/ XXXXXXX X. XXXXX
Name: Xxxxxxxx X.X. Xxxxx III Name: Xxxxxxx X. Xxxxx
Title: Vice President & Treasurer Title: President & Chief Operating Officer

NRG ENERGY, INC. ENIGEN, INC.

By: /s/ XXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXXXX
Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and General Counsel Title: Treasurer

CAMAS POWER BOILER, INC. NRG MIDDLETOWN OPERATIONS INC.
CAPISTRANO COGENERATION COMPANY NRG NORTH CENTRAL OPERATIONS INC.
CHICKAHOMINY RIVER ENERGY CORP. NRG NORTHEAST AFFILIATE SERVICES INC.
EASTERN SIERRA ENERGY COMPANY NRG NORWALK HARBOR OPERATIONS INC.
ELK RIVER RESOURCE RECOVERY, INC. NRG OPERATING SERVICES, INC.
ENERGY NATIONAL, INC. NRG OSWEGO HARBOR POWER OPERATIONS INC.
ENIFUND, INC. NRG PACGEN INC.
ESOCO MOLOKAI, INC. NRG POWER MARKETING INC.
ESOCO ORRINGTON, INC. NRG SAGUARO OPERATIONS INC.
ESOCO, INC. NRG SOUTH CENTRAL AFFILIATE SERVICES INC.
HANOVER ENERGY COMPANY NRG WESTERN AFFILIATE SERVICES INC.
INDIAN RIVER OPERATIONS INC. NRG SOUTH CENTRAL OPERATIONS INC.
NRG AFFILIATE SERVICES INC. O BRIEN COGENERATION, INC. II
NRG XXXXXX KILL OPERATIONS INC. ONSITE ENERGY, INC.
NRG ASTORIA GAS TURBINE OPERATIONS INC. PACIFIC XXXXXXXX HOLDINGS, INC.
NRG CABRILLO POWER OPERATIONS INC. PACIFIC GENERATION COMPANY
PACIFIC-MT. POSO CORPORATION SAN XXXXXXX VALLEY ENERGY I, INC.
NRG CONNECTICUT AFFILIATE SERVICES INC. SAN XXXXXXX VALLEY ENERGY IV, INC.
NRG DEVELOPMENT COMPANY INC. SOMERSET OPERATIONS INC.
NRG DEVON OPERATIONS INC. TACOMA ENERGY RECOVERY COMPANY
NRG DUNKIRK OPERATIONS INC. VIENNA OPERATIONS INC.
NRG EL SEGUNDO OPERATIONS INC.
NRG ENERGY XXXXXXX VALLEY I, INC.
NRG ENERGY XXXXXXX VALLEY II, INC. BY: /S/ XXXXX X. XXXXXX
NRG XXXXXXX OPERATIONS INC. NAME: XXXXX X. XXXXXX
NRG MEXTRANS INC. TITLE: DIRECTOR AND VP
NRG MIDATLANTIC AFFILIATE SERVICES INC.

NEO Corporation
NEO Landfill Gas Holdings Inc. NEO POWER SERVICES INC.
NEO Landfill Gas Inc.
NRG INTERNATIONAL II INC. By: /s/ XXXXX X. XXXXXX
NRG INTERNATIONAL III INC. Name: Xxxxx X. Xxxxxx
NRG LATIN AMERICA INC. Title: Manager
NRG MONTVILLE OPERATIONS
NRG Services Corporation
STATOIL ENERGY POWER/PENNSYLVANIA, INC.

By: /s/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: VP / Asst. Secretary

NRG ASIA-PACIFIC, LTD.
NRG CADILLAC OPERATIONS INC. ONSITE MARIANAS CORPORATION

By: /s/ XXXXX X. XXXXXX By: /s/ XXXXX XXXXX
Name: Xxxxx X. Xxxxxx Name: Xxxxx Xxxxx
Title: Director Title: Secretary

PACIFIC GENERATION DEVELOPMENT COMPANY PACIFIC GENERATION HOLDINGS COMPANY

By: /s/ XXXXXX X. XXXX, XX. By: /s/ XXXXXX X. XXXXXXXX
Name: Xxxxxx X. Xxxx, Xx. Name: Xxxxxx X. Xxxxxxxx
Title: Director and President Title: Treasurer

Schedule 1.1T

Principles for Determining Tax Benefits
and Tax Detriments

For purposes of this Agreement:

(a) A Tax Benefit or Tax Detriment is taken into account when
realized. A Tax Benefit inuring to Xcel is realized following the utilization of
the net operating loss carryforward expected to result from the Worthless Stock
Deduction. A Tax Benefit inuring to NRG is realized following the utilization of
any allowable net operating loss carryforward arising from a taxable period
beginning before the Effective Date.

(b) Audits of multiple issues, for multiple years, or both
that are resolved at the same time and in the same procedural manner give rise
to a single amount, not separate amounts for each issue or year.

(c) Xcel and NRG shall endeavor in good faith, on a reasonable
basis, to determine appropriate tax rates (federal and state) for calculating
Tax Benefits and Tax Detriments for each party and to share with each other any
information as may be relevant in making such determination.

(d) Audit adjustments of $100,000 or less do not give rise to
a Tax Benefit. Refunds of $100,000 or less do not give rise to a Tax Detriment.

(e) The reduction in federal and Minnesota state taxes
associated with an increase in the Worthless Stock Deduction occasioned by an
NRG audit adjustment is a Tax Benefit to Xcel. The increase in federal and
Minnesota state taxes associated with a decrease in the Worthless Stock
Deduction occasioned by an NRG audit adjustment is a Tax Detriment to Xcel.
Increases or decreases in taxes from jurisdictions other than the U.S. and
Minnesota do not give rise to a Tax Benefit or a Tax Detriment.

(f) If a Tax Benefit equals or exceeds the indemnified
liability that gives rise to it, the Tax Benefit is deemed to equal the
indemnified liability and no payment is due any party with respect to that
indemnified liability. If a Tax Detriment equals or exceeds the refund that
gives rise to it, the Tax Detriment is deemed to equal the refund and no payment
is due any party with respect to that refund.

Xcel and NRG may by written instrument modify or supplement
this schedule without amending this Agreement and without notice to the other
parties hereto.

Schedule 4.2

Amounts Payable with respect to Certain Adjustments

Adjustment Jurisdiction Date of Adjustment Amount
---------- ------------ ------------------ ------

1994 Return True Up Federal Agreed Nov. 2003 $ (632,666)

2001 Return True Up Federal December 16, 2002 3,969,095

0000 0xx Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx December 16, 2002 421,000

2002 Extension Payment Minnesota March 17, 2003 2,108,000

2002 Return True Up Minnesota December 2003 2,459,791

2003 1st Quarter Estimated Payment Minnesota March 17, 2003 2,021,000

2003 2nd Quarter Estimated Payment Minnesota June 16, 2003 (807,000)

Audit Adjustment (1995-1997) Minnesota June 30, 2003 (532,952)

2003 3rd Quarter Estimated Payment Minnesota September 2003 610,000

Audit Adjustment (1989-1994) Minnesota November 2003 (184,500)

Net Amount Due NRG $ 9,431,768

Schedule 5.2

Audits Commenced as of Date of Agreement

NRG Proposed
Type of Tax Years Covered Adjustments?
----------- ------------- ------------

Income (U.S. Federal) 1995-1997 Yes.
Income (U.S. Federal) 1998-2001 Yes.
Income (Minnesota) 1989-1994 Yes.
Income (Minnesota) 1995-1997 Yes.
Income (California) 1998-2001 Yes.

Schedule 5.3

NRG Proposed Adjustments
as of Date of Agreement

Tax Authority and Total Adjustment
Item Tax Period(s) Proposed (Income) Agreed Disposition
---- ------------- ----------------- ------------------

Hybrid Debt Issue/U.S. Federal 1995-1997 $22,781,062 NRG to contest.
Non-Hybrid Debt Issues/Federal 1995-1997 ($ 7,414,333)* Agreed with IRS.

* This adjustment relates to the $2,546,382 amount described on Schedule 5.4.

Schedule 5.4

Exception to Application of Section 5.4

Xcel and NRG estimate that NRG will be due a payment from Xcel
of $2,546,382 with respect to agreed NRG issues in the 1995-1997 federal audit
cycle, and that NRG will owe Xcel $418,646 with respect to an NRG deficiency
from the 1989-1994 federal audit cycle. If no deficiency is sustained with
respect to the 1995-1997 federal audit, with respect to the hybrid issue or
otherwise, Section 5.4 will not apply to the difference between the refund and
the deficiency (estimated to be $2,546,382 - $418,646 = $2,127,736).

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