XCEL ENERGY INC.

3.40% Senior Notes, Series A due 2008

REGISTRATION RIGHTS AGREEMENT

New York, New York
June 24, 2003

Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010

McDonald Investments Inc.
800 Superior Avenue
Cleveland, Ohio 44114

UBS Securities LLC
677 Washington Boulevard
Stamford, Connecticut 06901

As Representatives of the Initial Purchasers

Ladies and Gentlemen:

     Xcel Energy Inc., a corporation organized under the laws of the State of Minnesota (the Company), proposes to issue and sell to certain purchasers (the Initial Purchasers) the Companys 3.40% Senior Notes, Series A due 2008 (the Securities), upon the terms set forth in a purchase agreement dated as of June 19, 2003 (the Purchase Agreement), relating to the initial placement of the Securities (the Initial Placement). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Company agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a Holder and, together, the Holders), as follows:

     1.     Definitions. Each of the capitalized terms used herein without definition shall have the meaning set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

          Act shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

          Affiliate of any specified Person shall mean any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; and the terms controlling and controlled shall have meanings correlative to the foregoing.

          Broker-Dealer shall mean any broker or dealer registered as such under the Exchange Act.

          Business Day shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

          Commission shall mean the Securities and Exchange Commission.

          Consummation Deadline shall have the meaning set forth in Section 2(a) hereof.

          Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

          Exchange Offer Registration Period shall mean the 210-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

          Exchange Offer Registration Statement shall mean a registration statement of the Company on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

          Exchanging Dealer shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company) for New Securities.

          Filing Deadline shall have the meaning set forth in the Section 2(a) hereof.

          Final Memorandum shall have the meaning set forth in the Purchase Agreement.

          Holder shall have the meaning set forth in the preamble hereto.

          Indenture shall mean the Indenture, dated as of December 15, 2000 (the Original Indenture) between the Company and Wells Fargo Bank Minnesota, National Association, as trustee (the Trustee), as heretofore supplemented including the supplemental indenture creating the Notes, as the same may be further amended and supplemented from time to time in accordance with the terms thereof.
 

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