PLAN SUPPORT AGREEMENT



      This PLAN SUPPORT AGREEMENT (this "AGREEMENT") is made and entered into as

of May 13, 2003 by and among (i) NRG Energy, Inc. ("NRG"), (ii) certain of NRG's

subsidiaries and affiliates as set forth on SCHEDULE 1-A (the "RELEVANT NRG

SUBSIDIARIES" and, together with NRG, the "NRG GROUP"), (iii) Xcel Energy Inc.

("XCEL"), (iv) the persons identified on SCHEDULE 1-B (collectively, the

"SUPPORTING NOTEHOLDERS") and (v) the persons identified on SCHEDULE 1-C who are

signatories to this Agreement (collectively, the "SUPPORTING LENDERS", and

together with the Supporting Noteholders, the "SUPPORTING CREDITORS") (the NRG

Group, Xcel and the Supporting Creditors, collectively, the "PARTIES" and

individually, a "PARTY").



                                    RECITALS



WHEREAS:



      A. NRG has issued from time to time the several series of senior notes and

other instruments described on SCHEDULE 2-A (collectively, the "SENIOR NOTES");



      B. One or more of the NRG Group members is a borrower or account party in

respect of the credit facilities and other financial obligations described on

SCHEDULE 2-B (the "LENDER FACILITIES");



      C. Each NRG Group member is contemplating a restructuring of its financial

obligations through the prosecution of jointly administered chapter 11 cases

(collectively, the "CHAPTER 11 CASES"; the court adjudicating the Chapter 11

Cases is referred to as the "BANKRUPTCY COURT");



      D. The Parties have reached an agreement in principle on the terms and

conditions (i) of the NRG Plan (as defined in the Term Sheet, as defined below)

(such plan together with all plan related documents, agreements, supplements and

instruments, the "NRG PLAN"); and (ii) regarding the settlement of claims and

causes of action the NRG Group and other parties in interest in the Chapter 11

Cases have asserted or could assert against Xcel; such terms and conditions

being set forth in the Term Sheet Concerning NRG Plan And Relationship With Xcel

Energy Inc. (the "TERM SHEET") attached hereto as EXHIBIT A;



      E. The NRG Group and the Supporting Creditors acknowledge and agree that

the best way to proceed to effectuate the NRG Plan is to do so in a way that

would:



      1.    maximize the value of the NRG Group for the benefit of all

            interested persons;

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                                                                          PAGE 2



PROVIDED AS PART OF SETTLEMENT

DISCUSSIONS; SUBJECT TO FEDERAL

RULE OF EVIDENCE 408 AND ALL

BANKRUPTCY AND STATE LAW EQUIVALENTS





      2.    minimize the disruption to the NRG Group resulting from the

            commencement of the Chapter 11 Cases, by seeking to conclude the

            Chapter 11 Cases as quickly as possible; and



      3.    facilitate the NRG Group's ability to obtain postpetition financing

            and post-reorganization financing on favorable terms, in order to

            minimize the cost, conditions and restrictions thereof to the NRG

            Group;



      F. The Parties desire to express to each other their mutual support and

commitment in respect of the matters discussed in the Term Sheet, including the

consummation of the NRG Plan consistent therewith; and



      G. In expressing such support and commitment, the Parties do not desire

and do not intend in any way to derogate from or diminish the solicitation

requirements of applicable securities and bankruptcy law, the fiduciary duties

of the members of the NRG Group as debtors in possession, the fiduciary duties

of any Supporting Creditor who is appointed to the official committee of

unsecured creditors (the "CREDITORS' COMMITTEE") in the Chapter 11 Cases or the

role of any state or federal agencies with regulatory authority concerning any

member of the NRG Group.



                                    AGREEMENT



      NOW, THEREFORE, in consideration of the premises and the mutual covenants

and agreements set forth herein, and for other good and valuable consideration,

the receipt and sufficiency of which is hereby acknowledged, the Parties hereby

agree as follows:



      1. Defined Terms. All capitalized terms not otherwise defined herein shall

have the meanings ascribed to them in the Term Sheet.



      2. Term Sheet Conditions. Without limiting the conditions set forth

herein, each Party's agreement to this Agreement and support for the NRG Plan

and the Term Sheet is expressly conditioned on satisfaction of each of the terms

and conditions set forth in the Term Sheet and this Agreement. To the extent any

such conditions involve a time period or an outside date for satisfaction, the

Parties acknowledge and agree that time is of the essence with respect to each

such condition.



      3. NRG Group's Support. The NRG Group believes that consummation of the

NRG Plan will best facilitate its business and financial restructuring and that

consummation of the settlements described in the Term Sheet is in its best

interests and in the best interests of its creditors and other parties in

interest. Accordingly, the NRG Group hereby expresses its intention to file and

seek confirmation of the NRG Plan consistent with the terms and provisions

{PAGE}

                                                                          PAGE 3



PROVIDED AS PART OF SETTLEMENT

DISCUSSIONS; SUBJECT TO FEDERAL

RULE OF EVIDENCE 408 AND ALL

BANKRUPTCY AND STATE LAW EQUIVALENTS





of the Term Sheet. Without limiting the foregoing, the NRG Group intends, for so

long as this Agreement remains in effect:



            a. to submit for, and use its best efforts to obtain at the earliest

      practicable date, Bankruptcy Court approval of a disclosure statement (as

      approved by the Bankruptcy Court, the "DISCLOSURE STATEMENT") in form and

      substance satisfactory to Xcel and the Supporting Creditors;



            b. to use its best efforts to solicit the requisite votes in favor

      of, and to obtain confirmation by the Bankruptcy Court at the earliest

      practicable date of, the NRG Plan in form and substance satisfactory to

      Xcel and the Supporting Creditors and approval by the Bankruptcy Court of

      the settlement set forth in the Term Sheet;



            c. not to pursue, propose or support, or encourage the pursuit,

      proposal or support of, any plan of reorganization for any member of the

      NRG Group that is not consistent with the Term Sheet and the NRG Plan; and



            d. to otherwise use its best efforts to take, or cause to be taken,

      all actions, and to do, or cause to be done, all things, necessary, proper

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