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                         Consent Decree


                        I.  Introduction

1.   This Consent  Decree  is  entered into  by  the  Enforcement 
Bureau of the  Federal Communications  Commission ("Bureau")  and 
Xcel Energy Inc. 

                         II.  Background

2.   Xcel Energy  Inc.  is a  Minneapolis-based  electricity  and 
natural gas  energy company  with annual  revenues of  nearly  $7 
billion. Xcel provides  energy-related products  and services  to 
three million electricity customers  and 1.5 million natural  gas 
customers through its regulated operating companies in 12 Western 
and Midwestern states. 

3.   On January  1, 1993,  Western Gas  Supply Company  (``WGS'') 
merged into Public  Service Company of  Colorado (``PSCO''),  and 
ceased to  exist.  At  the time  of the  merger, WGS  held  three 
private operational fixed microwave authorizations. Although this 
transaction  effectuated  a   substantial  transfer  of   control 
requiring prior Commission consent pursuant to Section 310(d)  of 
the Communications Act of 1934,  as amended, 47 U.S.C.   310(d), 
the parties  did  not file  an  application for  consent  to  the 
assignment of the three authorizations until July 14, 2000.   The 
Commission granted the application on August 23, 2000.

4.   On August  1, 1997,  PSCO  and Southwestern  Public  Service 
Company (``SPS'') merged and became wholly-owned subsidiaries  of 
a newly  formed  holding  company,  New  Century  Energies,  Inc. 
(``NCE'').  At  the time of  the merger, PSCO held  approximately 
107  microwave  licenses  and   approximately  199  land   mobile 
licenses; and SPS  held approximately 72  microwave licenses  and 
approximately 93  land mobile  licenses.  In  addition,  Cheyenne 
Light Fuel & Power Company (a subsidiary of PSCO) held seven land 
mobile licenses; Quixx Corporation (a subsidiary of SPS) held one 
land  mobile  license;  and  e  prime  Networks  (a   non-utility 
subsidiary of PSCO) held one land mobile license.  As part of the 
merger   transaction,   the   shareholders   of   PSCO   received 
approximately 62% of  the outstanding  common stock  of NCE,  and 
shareholders of  SPS received  approximately  38% of  the  common 
stock of NCE.  Consequently, as to PSCO, the merger constituted a 
pro forma transfer of control of the PSCO and its subsidiary-held 
licenses; and as  to SPS,  the merger  constituted a  substantial 
transfer of control of the SPS and its subsidiary-held  licenses.  
NCE did not file appropriate applications for Commission  consent 
to the transfer of these authorizations until July 14, 2000.  All 
transfers have since been granted.
 
5.   On March 13, 2000, e  prime Networks dissolved, and  control 
of the one land mobile station of which e prime Networks was  the 
licensee was transferred to its parent, e prime, Inc., a  wholly-
owned subsidiary of NCE.  Although this transaction effectuated a 
pro  forma  transfer  of   control  requiring  prior   Commission 
approval, the parties did not file an application for  Commission 
consent to the  assignment of  the license until  July 14,  2000.  
The Commission granted the application on September 25, 2000. 

6.   Effective August 21, 2000,  NCE merged with Northern  States 
Power Company-Minnesota (``NSP-MN'') and  ceased to exist.   NSP-
MN, the surviving corporation,  subsequently changed its name  to 
Xcel Energy, Inc.  As a result  of the merger, SPS and PSCO  (and 
their respective subsidiaries)  became wholly-owned  subsidiaries 
of Xcel Energy Inc.  The parties to this transaction timely filed 
all required applications, and  the applications have since  been 
granted. 

                        III.  Definitions

7.   For the  purposes  of  this Consent  Decree,  the  following 
definitions shall apply:

          (a)  "Commission"  means  the  Federal   Communications 
     Commission.

          (b) "Bureau" means the Commission's Enforcement Bureau.

          (c) ``Xcel'' means Xcel Energy Inc. 

          (d) "Order" means the order of the Enforcement Bureau 
     adopting this Consent Decree.

          (e) "Final Order" means the Order that is no longer 
          subject to administrative or judicial reconsideration, 
          review, appeal, or stay.

          (f) ``Act'' means the Communications Act of 1934, as 
          amended, Title 47 of the United States Code.  

                         IV.  Agreement

8.   Xcel agrees  that  the  Bureau  has  jurisdiction  over  the 
matters contained in  this Consent  Decree and  the authority  to 
enter into and adopt this Consent Decree.

9.   The Bureau and Xcel agree that this Consent Decree does  not 
constitute an adjudication on  the merits or  any finding on  the 
facts  or  law  regarding  any  violations  of  the  Act  or  the 
Commission's rules committed by Xcel.
 
10.  Xcel agrees that it shall  make a voluntary contribution  to 
the United States  Treasury in  the amount of  $20,000 within  10 
calendar days after the Bureau  releases the Order adopting  this 
Consent Decree. 

11.  Xcel agrees to implement, within 10 calendar days after  the 
Bureau  releases  the  Order  adopting  this  Consent  Decree,  a 
comprehensive internal program,  a summary of  which is  attached 
hereto, to  ensure Xcel's  future compliance  with the  Act,  the 
Commission's rules, and the Commission's policies. 

12.  In  express  reliance  upon  the  representations  contained 
herein, the Bureau agrees to terminate its investigation into the 
matters discussed in paragraphs 3 - 6, above. 

13.  The Bureau  agrees  not  to institute  any  new  proceeding, 
formal or  informal,  of  any  kind  against  Xcel  for  apparent 
violations of Section 310(d) of the Act or Section 301 of the Act 
arising from the matters discussed in paragraphs 3 - 6, above. 

14.  In the event  that Xcel is  found by the  Commission or  its 
delegated authority to  have engaged  in a  violation of  Section 
310(d) of the Act and/or Section 301 of the Act subsequent to the 
release of the  Order adopting this  Consent Decree, Xcel  agrees 
that the conduct  described in paragraphs  3 - 6,  above, may  be 
considered by  the  Commission  or  its  delegated  authority  in 
determining an appropriate sanction. 

15.  Xcel  waives  any  and  all  rights  it  may  have  to  seek 
administrative or  judicial  reconsideration, review,  appeal  or 
stay, or to otherwise challenge  or contest the validity of  this 
Consent Decree  and  the  Order  adopting  this  Consent  Decree, 
provided the  Order is  limited to  adopting the  Consent  Decree 
without change, addition, or modification.

16.  Xcel and the  Bureau agree  that the  effectiveness of  this 
Consent Decree  is  expressly  contingent upon  issuance  of  the 
Order, provided  the  Order  adopts the  Consent  Decree  without 
change, addition, or modification. 

17.  Xcel and  the  Bureau agree  that  in the  event  that  this 
Consent Decree  is rendered  invalid by  any court  of  competent 
jurisdiction, it shall become null and  void and may not be  used 
in any manner in any legal proceeding.

18.  Xcel and the Bureau agree  that if Xcel, the Commission,  or 
the United States on behalf of the Commission, brings a  judicial 
action to enforce the  terms of the  Order adopting this  Consent 
Decree,  neither  Xcel  nor  the  Commission  shall  contest  the 
validity of  the  Consent  Decree  or Order,  and  Xcel  and  the 
Commission shall waive  any statutory  right to a  trial de  novo 
with respect  to  any  matter  upon  which  the  Order  is  based 
(provided in each case that the Order is limited to adopting  the 
Consent Decree without  change, addition,  or modification),  and 
shall consent  to  a judgment  incorporating  the terms  of  this 
Consent Decree.

19.  Xcel agrees to waive any claims it may otherwise have  under 
the Equal Access to Justice Act, Title 5 U.S.C.  504 and 47 C.F. 
R.   1.1501  et  seq.,  relating to  the  matters  discussed  in 
paragraphs 
3 - 6 , above.

20.  Xcel agrees that  any violation of  the Order adopting  this 
Consent Decree shall constitute a separate violation and  subject 
Xcel to appropriate administrative sanctions.

21.  Xcel and  the Bureau  agree to  be bound  by the  terms  and 
conditions stated herein.

22.  Xcel and the Bureau  agree that this  Consent Decree may  be 
signed in counterparts.


ENFORCEMENT BUREAU
FEDERAL COMMUNICATIONS COMMISSION 


By: _____________________________                                               
____________  
     David H. Solomon                             Date
     Chief


Xcel ENERGY INC. 


By: ______________________________                                              
____________ 
     Wayne H. Brunetti                                      Date
     President and Chief Executive Officer 
                  SUMMARY OF COMPLIANCE PROGRAM
                               OF
                        Xcel ENERGY INC.



Background

     Xcel Energy Inc. was established in August of 2000 by the 
merger of Northern States Power Company and New Century Energies, 
Inc.  Xcel is the parent of nine companies which hold FCC 
authorizations:     Northern States Power Company, Northern 
States Power Company-Wisconsin, Viking Gas Transmission Company, 
Middletown Power LLC, Public Service Company of Colorado, 
Southwestern Public Service Company, Cheyenne Light Fuel & Power 
Company, e prime, Inc., and Quixx Corporation.  Because of the 
scale of this merger, Xcel is still in the process of 
centralizing its operations and establishing a compliance 
program.


Corporate Compliance Program to Include FCC Regulations

     Xcel's Section 310(d) compliance program is part of a larger 
FCC compliance program that involves the following elements: a 
compliance manual and a training program, which include 
identifying and handling potential transfers covered by Section 
310(d).


Xcel Compliance Manual

     A compliance manual is in the process of being drafted and 
will be updated as necessary.  Xcel's licensing personnel will 
have ready access to the compliance manual and are to follow the 
procedures contained in it.  Such personnel will also be 
encouraged to contact the company's law department with any 
questions they may have.

Compliance Training Program

     Xcel, in conjunction with outside telecommunications 
counsel, will establish an FCC compliance training specifically 
geared to employees who engage in FCC licensing-related 
activities beginning in the first quarter of 2001.  The program 
will include a thorough review of FCC transfer of control issues.  
It is anticipated that the training sessions will be conducted at 
least annually to ensure compliance with the Communications Act 
of 1934, as amended, and the FCC's regulations.

Internal Process

     Xcel is establishing a centralized process for the handling 
of all FCC licensed facilities and related FCC applications and 
matters.  This will help ensure that all FCC rules are being 
adhered to prior to and during any corporate restructuring, 
acquisitions, or related transactions.  Xcel is sensitive to the 
requirements of 47 U.S.C.  310(d) and will remain open to 
communications among its personnel in order to prevent any pro 
forma or substantive unauthorized assignments and/or transfers of 
control.