Exhibit 4.07  


FORM OF

SUPPLEMENTAL INDENTURE NO. 



FROM



XCEL ENERGY INC.

(a Minnesota corporation)



TO



WELLS FARGO BANK, NATIONAL ASSOCIATION

Trustee



[            ] JUNIOR SUBORDINATED NOTES, SERIES DUE      



DATED AS OF

[                  ]



SUPPLEMENTAL TO JUNIOR SUBORDINATED INDENTURE

DATED AS OF [                  ]  








   TABLE OF CONTENTS  



	 
	 	 
	 	Page

	 ARTICLE ONE

RELATION TO INDENTURE; DEFINITIONS
	
  SECTION 1.01	
 	

INTEGRAL PART OF INDENTURE	
 	

1
	 SECTION 1.02	 	 	 	1
	 	 (a)	 	Definitions	 	1
	 	 (b)	 	References to Articles and Sections	 	1
	 	 (c)	 	Terms Relating to this Supplemental Indenture	 	1
	
  ARTICLE TWO

[                        ]% JUNIOR SUBORDINATED NOTES, SERIES DUE [        ]
	
  SECTION 2.01	
 	

DESIGNATION AND PRINCIPAL AMOUNT	
 	

2
	 SECTION 2.02	 	STATED MATURITY DATE	 	2
	 SECTION 2.03	 	INTEREST PAYMENTS	 	2
	 SECTION 2.04	 	OFFICE FOR PAYMENT	 	4
	 SECTION 2.05	 	REDEMPTION	 	4
	 SECTION 2.06	 	AUTHORIZED DENOMINATIONS	 	6
	 SECTION 2.07	 	FORM OF NOTES	 	6
	 SECTION 2.08	 	REOPENING OF NOTES	 	6
	 SECTION 2.09	 	RESTRICTIONS DURING OPTIONAL DEFERRAL PERIOD	 	7
	 SECTION 2.10	 	EVENTS OF DEFAULT	 	7
	
  ARTICLE THREE

MISCELLANEOUS
	
  SECTION 3.01	
 	

RECITALS OF FACT, EXCEPT AS STATED, ARE STATEMENTS OF THE COMPANY	
 	

7
	 SECTION 3.02	 	SUPPLEMENTAL INDENTURE TO BE CONSTRUED AS A PART OF THE INDENTURE	 	7
	 SECTION 3.03	 	 	 	7
	 	 (a)	 	Trust Indenture Act to Control	 	7
	 	 (b)	 	Severability of Provisions Contained in Supplemental Indenture and Notes	 	7
	 SECTION 3.04	 	REFERENCE TO EITHER PARTY IN SUPPLEMENTAL INDENTURE INCLUDED SUCCESSORS OR ASSIGNS	 	8
	 SECTION 3.05	 	 	 	8
	 	 (a)	 	Provision for Execution in Counterparts	 	8
	 	 (b)	 	Table of Contents and Description Headings of Articles Not to Affect Meaning	 	8




i










        THIS SUPPLEMENTAL INDENTURE NO. [    ], made as of the
[                        ] day of
[                       ], by
and between XCEL ENERGY INC., a corporation duly organized and existing under the laws of the State of Minnesota (the "Company"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
banking association organized and existing under the laws of the United States, as trustee (the "Trustee"): 


WITNESSETH:  


        WHEREAS, the Company has heretofore executed and delivered its Junior Subordinated Indenture (hereinafter referred to as the "Indenture"), made as of January
[                        ], 2008; and 



        WHEREAS,
Section 2.5 of the Indenture provides that Securities shall be issued in series and that a Company Order shall specify the terms of each series; and 


        WHEREAS,
the Company has this day delivered a Company Order setting forth the terms of a series of Securities designated "
[                        ]% Junior Subordinated
Notes, Series due [        ]" (hereinafter sometimes referred to as the "Notes due [        ]"); and 



        WHEREAS,
Section 12.1 of the Indenture provides that the Company and the Trustee may enter into indentures supplemental thereto for the purposes, among others, of establishing the
form of Securities or establishing or reflecting any terms of any Security and adding to the covenants of the Company; and 


        WHEREAS,
the execution and delivery of this Supplemental Indenture No.   (herein, "this Supplemental Indenture") have been duly authorized by a resolution or written
consent adopted by the Board of Directors of the Company; 



 NOW, THEREFORE, THIS INDENTURE WITNESSETH:  




        That in order to set forth the terms and conditions upon which the Notes due [        ] are, and are to be, authenticated, issued
and delivered, and in consideration of the premises of the purchase and acceptance of the Notes due [        ] by the Holders thereof and the sum of one dollar duly paid
to it by the Trustee at the execution of this Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company covenants and
agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes due [        ], as follows: 


ARTICLE ONE

RELATION TO INDENTURE; DEFINITIONS  


        SECTION 1.01    This Supplemental Indenture constitutes an integral part of the Indenture. 


        SECTION 1.02    For all purposes of this Supplemental Indenture: 



        (a)   Definitions.
Capitalized terms used herein without definition shall have the meanings specified in the Indenture. 


        (b)   References
to Articles and Sections. All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this
Supplemental Indenture. 


        (c)   Terms
Relating to this Supplemental Indenture. The terms "hereof," "herein," "hereby," "hereto," "hereunder" and "herewith" refer to this Supplemental Indenture. 







 
ARTICLE TWO

[                        ]% JUNIOR SUBORDINATED NOTES, SERIES DUE [        ]



        SECTION 2.01    There shall be a series of Securities designated the "
[                        ]% Junior
Subordinated Notes, Series due [        ]" (the "Notes due [        ]"). The Notes due [        ] shall
be limited to $[                                    ] aggregate
principal amount except as provided in Section 2.08 hereof. 


        SECTION 2.02    Except as otherwise provided in Section 2.05 hereof, the principal amount of the Notes due
[        ] shall be payable on the stated maturity date of [                        ]
(the "Stated Maturity"). 


        SECTION 2.03    The Notes due [        ] shall be dated their date of authentication as
provided in the Indenture. 


        The
Notes due [        ] shall bear interest at (i) the rate of [                        ]
% per annum (the "Fixed Coupon Rate")
up to, but not including, [                        ], (the "Fixed Rate Period"), and (ii) a rate equal to the
Three-Month LIBOR Rate (as defined below) plus
[                        ] basis points (
[                        ]%) per annum, reset quarterly on the LIBOR Rate Reset Dates (as defined below)
(the "Floating Coupon Rate" and, together with the Fixed Coupon Rate, the "Coupon Rate"), from [                        ], to,
 but not including, the Stated Maturity or earlier
Redemption Date (as defined below) (the "Floating Rate Period"), and shall bear interest on any overdue principal at the then-prevailing Coupon Rate and (to the extent
that payment of such interest is enforceable under applicable law) on any overdue or deferred installment of interest at the then-prevailing Coupon Rate, compounded
semi-annually for the Fixed Rate Period and quarterly for the Floating Rate Period, payable (subject to the right of the Company to defer interest payments as described below)
semi-annually in arrears on [                        ] and
[                        ] of each year during the Fixed Rate Period and quarterly in arrears on
[                        ],
[                        ],
[                        ] and
[                        ] of each year during the
Floating Rate Period (each, an "Interest Payment Date"), commencing [                        ] for the Fixed Rate Period and
[                        ] for the Floating
Rate Period, in each case, to the Person in whose name such Note due [        ] is registered at the close of business on the Record Date (as defined below) next
preceding such Interest Payment Date. 


        The
term "Interest Period" shall mean each period from, and including, an Interest Payment Date to, but excluding, the next succeeding Interest Payment Date, except that the first
Interest Period shall commence on the date of original issuance of the Notes due [        ]. 


        During
the Fixed Rate Period, the amount of interest payable for any semi-annual Interest Period shall be computed on the basis of a 360-day year consisting of
twelve 30-day months (and for any period shorter than a full semi-annual period, on the basis of the actual number of days elapsed during such period using
30-day calendar months), and during the Floating Rate Period, the amount of interest payable for any quarterly Interest Period shall be computed by multiplying the Floating Coupon Rate for
that quarterly Interest Period by a fraction, the numerator of which shall be the actual number of days elapsed during that quarterly Interest Period (determined by including the first day of the
Interest Period and excluding the last day), and the denominator of which shall be 360. During the Fixed Rate Period, if an Interest Payment Date or a Redemption Date (as defined below) falls
on a day that is not a Business Day, the payment of interest and principal shall be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after
the Interest Payment Date or Redemption Date, as applicable. During the Floating Rate Period, if any Interest Payment Date, other than a Redemption Date or the Stated Maturity of the Notes due
[        ], falls on a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if that Business
Day is in the next succeeding calendar month, the Interest Payment Date shall be the immediately preceding Business Day. Interest will accrue to but excluding the date that interest is actually paid.
During the Floating Rate Period, if a Redemption Date or the Stated Maturity of the Notes due [        ] falls on a day that is not a Business Day, the payment of
interest and principal shall be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such Redemption Date or the Stated Maturity. 


        During
the Floating Rate Period, if any LIBOR Rate Reset Date (as defined below) falls on a day that is not a Business Day, the LIBOR Rate Reset Date shall be postponed to the
next day that is a Business Day, except that if that Business Day is in the next succeeding calendar month, the LIBOR Rate Reset Date shall be the immediately preceding Business Day. During the
Floating Rate Period, the interest rate in effect on any LIBOR Rate Reset Date shall be the applicable interest rate as reset on that date and the interest rate applicable to any other day shall be
the interest rate as reset on the immediately preceding LIBOR Rate Reset Date. 


2







 

        "Business
Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions or trust companies in the Borough of Manhattan, the City and
State of New York, or in the city where the corporate trust office of the Trustee is located, are obligated or authorized by law or executive order to close. 


        "Calculation
Agent" means a banking institution or trust company appointed by the Company to act as calculation agent. 


        "LIBOR
Business Day" means any business day on which dealings in deposits in U.S. Dollars are transacted in the London Inter-Bank Market 


        "LIBOR
Interest Determination Date" means the second LIBOR Business Day preceding each LIBOR Rate Reset Date. 


        "LIBOR
Rate Reset Date" means, subject to the fifth paragraph of this Section 2.03, [                        ],
[                        ],
[                        ] and
[                        ] of each year, commencing
[                        ].
 


        The
"Record Date" for payment of interest will be the Business Day next preceding the Interest Payment Date, unless any such Notes due [        ] are
registered to a Holder other than the Depository or a nominee of the Depository, in which case the Record Date for payment of interest will be the fifteenth calendar day preceding the applicable
Interest Payment Date, whether or not a Business Day. 


        "Redemption
Date" means the date fixed for such redemption by or pursuant to this Supplemental Indenture. 


        "Reuters
LIBOR01 Page" means the display designated on page LIBOR01 on Reuters Page (or such other page as may replace the LIBOR01 page on such service or
such other service as may be nominated by the British Bankers' Association for the purpose of displaying London Inter-Bank offered rates for U.S. Dollar deposits). 


        "Reuters
Page" means the display on Reuters Money 3000 Service, or any successor service, on the Reuters LIBOR01 Page or any replacement page or pages on
that service. 


        "Three-Month
LIBOR Rate" means, with respect to each Interest Period commencing on a LIBOR Rate Reset Date, the rate (expressed as a percentage per annum) for deposits in
U.S. Dollars having a three-month maturity that appears on Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the LIBOR Interest Determination Date for that Interest Period as
determined by the Calculation Agent or its affiliate. If such rate does not appear on the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the LIBOR Interest Determination Date for
that Interest Period, such Three-Month LIBOR Rate shall be determined on the basis of the rates at which deposits in U.S. Dollars for a three-month period commencing on the applicable LIBOR
Rate Reset Date and ending on the next LIBOR Rate Reset Date (for purposes of this definition, the "Relevant Period") and in a principal amount that is representative for a single transaction
in U.S. dollars in that market at that time are offered to prime banks in the London Inter-Bank Market by the London offices of four major reference banks in the London
Inter-Bank Market, selected by the Calculation Agent or its affiliate (after consultation with the Company), at approximately 11:00 a.m., London time on the LIBOR Interest
Determination Date for that Interest Period. The Calculation Agent or its affiliate shall request the principal London office of each of such banks to provide a quotation of its rate. If at least two
such quotations are provided, then the Three-Month LIBOR Rate with respect to that Interest Period shall be the arithmetic average (rounded, if necessary, to the nearest one-hundredth
(0.01) of a percent) of such quotations. If fewer than two quotations are provided, then the Three-Month LIBOR Rate with respect to that Interest Period shall be the arithmetic average (rounded, if
necessary, to the nearest one-hundredth (0.01) of a percent) of the rates quoted by three major banks in New York City, selected by the Calculation Agent or its affiliate (after
consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Interest Determination Date for loans in U.S. Dollars to
leading European banks for the Relevant Period and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. However, if fewer than
three banks selected by the Calculation Agent or its affiliate to provide quotations are quoting in the manner described above, the Three-Month LIBOR Rate for that Interest Period shall be the rate in
effect on that LIBOR Interest Determination Date. The establishment of the Three-Month LIBOR Rate for each Interest Period commencing on or after
[                        ], by the
Calculation Agent or its affiliate shall (in the absence of manifest error) be final and binding. 


3







 

        The
Company shall have the right, at any time and from time to time during the term of the Notes due [        ], to defer the payment of all or part of the
current and accrued interest for a period not exceeding 10 consecutive years (each period, commencing on the date that the first such payment would otherwise be made, an "Optional Deferral
Period"); provided that no Optional Deferral Period shall extend beyond the Stated Maturity of the Notes due [        ]. During an Optional Deferral Period, interest
(calculated for each Interest Period in the manner provided herein, as if the interest payment had not been so deferred) shall be compounded semi-annually during the Fixed Rate Period and
quarterly during the Floating Rate Period. Any deferred interest on the Notes due [        ] shall accrue interest at a rate equal to the Coupon Rate then applicable to
the Notes due [        ], to the extent permitted by applicable law. At the end of the Optional Deferral Period, the Company shall pay all interest accrued and unpaid
(together with interest thereon) to the person in whose name the Notes due [        ] are registered at the close of business on the Record Date for the Interest Payment
Date on which such Optional Deferral Period ended; provided that any such accrued and unpaid interest payable at the Stated Maturity or any Redemption Date shall be paid to the person to whom
principal is payable. 


        Prior
to the termination of any such Optional Deferral Period, the Company may further defer the payment of interest, provided that such Optional Deferral Period together with all such
previous and further deferrals of interest payments shall not exceed 10 consecutive years at any one time or extend beyond the Stated Maturity of the Notes due
[        ]. Upon the termination of any such Optional Deferral Period and the payment of all amounts then due, including interest on deferred interest payments, the
Company may elect to begin a new Optional Deferral Period, subject to the above requirements. No interest shall be due and payable during an Optional Deferral Period, except at the end thereof. The
Company shall give the Trustee written notice of its election of an Optional Deferral Period at least 10 days and not more than 60 days before the applicable Interest Payment Date. The
Trustee shall promptly forward notice of such election to each Holder of record of the Notes due [        ]. 



        Principal
and interest shall be payable to the persons and in the manner provided in Sections 2.4 and 2.12 of the Indenture. 


        SECTION 2.04    The Notes due [        ] shall be payable at the corporate trust office of
the Trustee at the offices of such paying agents as the Company may appoint by Company Order in the future. 


        SECTION 2.05    The Company may redeem the Notes due [        ] at any time before
[                        ], in whole or from time to time in part, at a Redemption Price (as defined below) equal to the
Make-Whole Amount (as defined below),
plus any accrued and unpaid interest thereon to, but not including, the Redemption Date. 


        The
Company may redeem the Notes due [        ] at any time on or after
[                        ], in whole or in part, at a Redemption
Price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest thereon to, but not including, the Redemption Date. 



        If
before [                        ], a Tax Event (as defined below) shall occur and be continuing, the Company may redeem the
Notes due
[        ], in whole but not in part, at any time within 90 days following the occurrence of the Tax Event, at a Redemption Price equal to the Tax Event
Make-Whole Amount (as defined below), plus any accrued and unpaid interest thereon to, but not including, the Redemption Date. 


        If
before [                        ], a Rating Agency Event (as defined below) shall occur and be continuing, the Company may
redeem the Notes due
[        ], in whole or from time to time in part, at a Redemption Price equal to the Rating Agency Event Make-Whole Amount (as defined below), plus
any accrued and unpaid interest thereon to, but not including, the Redemption Date. 


4







 

        For
purposes of this Section 2.05: 


        "Comparable
Treasury Issue" means, with respect to any Redemption Date, the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to
the time period from the Redemption Date to [                        ], that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing
new issues of corporate debt securities with a term to maturity comparable to such time period. If no U.S. Treasury security has a maturity which is within a period from three months before to
three months after [                        ], the two most closely corresponding U.S. Treasury securities shall be used as
the Comparable Treasury Issue, and the Treasury Yield
(as defined below) shall be interpolated or extrapolated on a straight-line basis, rounding to the nearest month using such securities. 


        "Comparable
Treasury Price" means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations for such Redemption Date, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer Quotations received for such Redemption Date. 


        "Independent
Investment Banker" means [                        ] or their respective successors or, if such firms or their successors are
unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company. 



        "Make-Whole
Amount" means an amount equal to the greater of (i) 100% of the principal amount of the Notes due [        ] being redeemed
or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes due [        ] being redeemed from the Redemption
Date to [                        ] (assuming, solely for the purposes of this calculation, that the principal amount of the Notes
due [        ] to be
redeemed was payable on [                        ], and not including any portion of such payments of interest accrued to the
Redemption Date), discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Yield plus
[                        ] basis points. 


        "Rating
Agency Event" means a change by any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as
amended, that publishes a rating for the Company as of [                        ], (and any successor nationally recognized
statistical rating organization) in the equity credit
criteria for securities such as the Notes due [        ] resulting in a lower equity credit to the Company, as certified in an Officer's Certificate to the Trustee by the
Company, than the equity credit assigned by such rating agency to the Notes due [        ] on
[                        ]. 


        "Rating
Agency Event Make-Whole Amount" means an amount equal to the greater of (i) 100% of the principal amount of the Notes due
[        ] being redeemed or (ii) the sum of the present value of each scheduled payment of principal of and interest on the Notes due
[        ] from the Redemption Date to [                        ] (assuming, solely for
the purposes of this calculation, that the principal amount of the
Notes due [        ] to be redeemed was payable on [                        ], and not
including any portion of such payments of interest accrued to the
Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to
the Treasury Yield plus [                        ] basis points. 


        "Reference
Treasury Dealer" means (i) [                        ] and any other primary U.S. Government securities dealer in
New York City
(a "Primary Treasury Dealer") designated by, and not affiliated with, [                        ] or their respective
successors, provided, however, that if
[                        ] or their respective designees cease to be a Primary Treasury Dealer, the Company will appoint another
Primary Treasury Dealer as a substitute and
(ii) any other Primary Treasury Dealer selected by the Company after consultation with the Independent Investment Banker. 


        "Reference
Treasury Dealer Quotations" means, for each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. 


5







 

        "Tax
Event" means the receipt by the Company of an Opinion of Counsel experienced in such matters to the effect that, as a result of (i) amendment to or change in the laws or
regulations of the United States or any political subdivision or taxing authority of or in the United States that is enacted or issued or becomes effective after
[                        ]; (ii) proposed change in those laws or regulations that is announced after
[                        ]; (iii) official
administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after
[                        ]; or (iv) threatened challenge asserted in writing in connection with an audit of the Company or
its subsidiaries, or a threatened challenge asserted in
writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Notes due [        ], which amendment,
clarification, or change is effective, or which Administrative Action is taken or which judicial decision, interpretation or pronouncement is issued, in each case after
[                        ], there is more than an insubstantial risk that interest payable by the Company on the Notes due
[        ] is not deductible, or
within 90 days would not be deductible, in whole or in part, by the Company for U.S. federal income tax purposes. 


        "Tax
Event Make-Whole Amount" means an amount equal to the greater of (i) 100% of the principal amount of the Notes due [        ] being
redeemed or (ii) the sum of the present value of each scheduled payment of principal of and interest on the Notes due [        ] from the Redemption Date to
[                        ], (assuming, solely for the purposes of this calculation, that the principal amount of the Notes due
[        ] to be redeemed
was payable on [                        ], and not including any portion of such payments of interest accrued to the Redemption
Date), discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Yield plus
[                        ] basis points. 


        "Treasury
Yield" means, for any Redemption Date, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on
actively traded U.S. Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue
(if no maturity is within three months before or after such time period, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined
and the Treasury Yield shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date. The Treasury Yield shall be calculated on the third Business Day preceding the Redemption Date. 


        Promptly
after the calculation of the Redemption Price of the Notes due, the Company shall give the Trustee notice thereof and the Trustee shall have no responsibility for any such
calculation. 


        The
Notes due [        ] shall not be subject to any sinking fund. 



        SECTION 2.06    The Notes due [        ] shall be issued in fully registered form without
coupons in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. 


        SECTION 2.07    The Notes due [        ] shall initially be in the form attached as
Exhibit A hereto. 


        SECTION 2.08    The Notes due [        ] may be reopened and additional notes of the Notes
due [        ] may be issued in excess of the limitation set forth in Section 2.01, provided that such additional notes will contain the same terms (including the
maturity date and interest payment terms) as the other Notes due [        ]. Any such additional Notes due [        ], together with the
other Notes due [        ], shall constitute a single series for purposes of the Indenture. 


6







 

        SECTION 2.09    In addition to the restrictions on the Notes due [        ] contained in
the Indenture, unless the Company shall have paid all accrued and payable interest on the Notes due [        ], except as provided below, the Company shall not, and shall
not permit any of its subsidiaries to: (a) declare or pay any dividends or distributions, or redeem, purchase, acquire or make a liquidation payment, on any shares of the Company's Capital
Stock; (b) make any payment of principal of, or interest or premium, if any, on or repay, purchase or redeem any of the Company's debt securities that rank upon the Company's liquidation on a
parity with or junior to the Notes due [        ] (provided that the Company may make partial payment of interest on the Notes due
[        ]); or (c) make any payments with respect to any guarantee by the Company of debt securities if such guarantee ranks upon liquidation on a parity with or
junior to the Notes due [        ]. The foregoing provisions shall not prevent or restrict the Company from making, and the Company shall be permitted at any time,
including during an Optional Deferral Period, to make any of the following: (i) purchases, redemptions or other acquisitions of the Company's Capital Stock in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents, consultants or a stock purchase, dividend reinvestment or similar plan, or the
satisfaction of the Company's obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring the Company to purchase, redeem or acquire its
Capital Stock; (ii) any payment, repayment, redemption, purchase, acquisition or declaration of a dividend as a result of any reclassification of the Company's Capital Stock or the exchange or
conversion of all or a portion of one class or series of its Capital Stock or debt securities for a class or series of its Capital Stock; (iii) the purchase of fractional interests in shares of
the Company's Capital Stock pursuant to the conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase
contracts; (iv) dividends or distributions paid or made in the Company's Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital
Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of the Company's Capital Stock) and distributions in connection
with the settlement of stock purchase contracts outstanding on the date that the payment of interest on the Notes due [        ] is deferred; (v) redemptions,
exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to
rights in the future; and (vi) payments under any trust preferred securities, subordinated debentures or junior subordinated debentures, or guarantees of the foregoing, in each case that rank
equal in right of payment to the Notes due [        ], so long as the amount of payments made on account of such securities or guarantees is paid on all such securities
and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full. 


        SECTION 2.10    Notwithstanding anything to the contrary in the Indenture, in no event will the occurrence or
continuation of an event described in Section 7.1(a)(3) of the Indenture constitute an Event of Default. 


ARTICLE THREE

MISCELLANEOUS  


        SECTION 3.01    The recitals of fact herein and in the Notes due [        ] (except the
Trustee's Certificate) shall be taken as statements of the Company and shall not be construed as made by the Trustee. 


        SECTION 3.02    This Supplemental Indenture shall be construed in connection with and as a part of the Indenture. 


        SECTION 3.03    



        (a)   If
any provision of this Supplemental Indenture limits, qualifies, or conflicts with another provision of the Indenture required to be included in indentures qualified
under the Trust Indenture Act of 1939 (as enacted prior to the date of this Supplemental Indenture) by any of the provisions of Sections 310 to 317, inclusive, of said Act, such
required provisions shall control. 


        (b)   In
case any one or more of the provisions contained in this Supplemental Indenture or in the Notes due [        ] issued hereunder should
be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected, impaired,
prejudiced or disturbed thereby. 


7







 

        SECTION 3.04    Whenever in this Supplemental Indenture either of the parties hereto is named or referred to, this shall
be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Supplemental Indenture contained by or on behalf of the Company or by or on behalf of the
Trustee shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. 


        SECTION 3.05    


        (a)   This
Supplemental Indenture may be simultaneously executed in several counterparts, and all said counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument. 


        (b)   The
Table of Contents and the descriptive headings of the several Articles of this Supplemental Indenture were formulated, used and inserted in this Supplemental
Indenture for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. 


[Signature
Page Follows] 


8







 

        IN
WITNESS WHEREOF, XCEL ENERGY INC. has caused this Supplemental Indenture to be signed by its President or a Vice President, and attested by its Secretary or an Assistant
Secretary and Wells Fargo Bank, National Association, has caused this Supplemental Indenture to be signed by its President, Vice President, Assistant Vice President or authorized Corporate Trust
Officer, and attested by an authorized officer, this [                        ] day of
[                        ]. 



	
 	
 	

XCEL ENERGY INC.
	
 	
 	

By:	


	 	 	Name:	 
	 	 	Title:	 
	
 	
 	

ATTEST:
	
 	
 	

By:	


	 	 	Name:	 
	 	 	Title:	 
	
 	
 	

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee
	
 	
 	

By:	


	 	 	Name:	 
	 	 	Title:	 




9








   EXHIBIT A  


FORM OF GLOBAL SECURITY  


        [                        ]%
JUNIOR SUBORDINATED NOTES, SERIES DUE
[        ]



	REGISTERED	 	REGISTERED





        THIS
SECURITY IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE DEPOSITORY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS GLOBAL SECURITY IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN. 


XCEL ENERGY INC.

(Incorporated under the laws of the State of Minnesota)  


        [                        ]%
JUNIOR SUBORDINATED NOTES, SERIES DUE
[        ]



	CUSIP:	 	NUMBER:
	
 ORIGINAL ISSUE DATE(S):	
 	

PRINCIPAL AMOUNT(S):    $
	
 	
 	

MATURITY DATE:





        XCEL
ENERGY INC., a corporation of the State of Minnesota (the "Company"), for value received hereby promises to pay to Cede & Co. or registered assigns, the
principal sum of [                                    ] DOLLARS on the
Maturity Date set forth above (the "Stated Maturity"), and to pay interest thereon from the Original Issue Date
(or if this Global Security has two or more Original Issue Dates, interest shall, beginning on each such Original Issue Date, begin to accrue for that part of the principal amount to which that
Original Issue Date is applicable) set forth above or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as set forth below. The Securities of this Series
(as defined below) shall bear interest at (i) the rate of [                        ]% per annum (the "Fixed Coupon
Rate") up to, but not including,
[                        ], (the "Fixed Rate Period"), and (ii) a rate equal to the Three-Month LIBOR Rate
(as defined below) plus
[                        ] basis points (
[                        ]%) per annum, reset quarterly on the LIBOR Rate Reset Dates (as defined below)
(the "Floating Coupon Rate" and, together with the Fixed Coupon Rate, the "Coupon Rate"), from [                        ] up
to, but not including, the Stated Maturity or earlier
Redemption Date (as defined below) (the "Floating Rate Period"), and shall bear interest on any overdue principal at the then-prevailing Coupon Rate and (to the extent
that payment of such interest is enforceable under applicable law) on any overdue or deferred installment of interest at the then-prevailing Coupon Rate, compounded
semi-annually for the Fixed Rate Period and quarterly for the Floating Rate Period, payable (subject to the right of the Company to defer interest payments as described below)
semi-annually in arrears on [                        ] and
[                        ] of each year during the Fixed Rate Period and quarterly in arrears on
[                        ],
[                        ],
[                        ] and
[                        ] of each year during the
Floating Rate Period (each, an "Interest Payment Date"), commencing [                        ] for the Fixed Rate Period and
[                        ] for the Floating
Rate Period, in each case, to the Person in whose name such Security of this Series is registered at the close of business on the Record Date (as defined below) next preceding such Interest
Payment Date. 


A-1







 

        The
term "Interest Period" shall mean each period from, and including, an Interest Payment Date to, but excluding, the next succeeding Interest Payment Date, except that the first
Interest Period shall commence on the date of original issuance of the Securities of this Series. 



        During
the Fixed Rate Period, the amount of interest payable for any semi-annual Interest Period shall be computed on the basis of a 360-day year consisting of
twelve 30-day months (and for any period shorter than a full semi-annual period, on the basis of the actual number of days elapsed during such period using
30-day calendar months), and during the Floating Rate Period, the amount of interest payable for any quarterly Interest Period shall be computed by multiplying the Floating Coupon Rate for
that quarterly Interest Period by a fraction, the numerator of which shall be the actual number of days elapsed during that quarterly Interest Period (determined by including the first day of the
Interest Period and excluding the last day), and the denominator of which shall be 360. During the Fixed Rate Period, if an Interest Payment Date or a Redemption Date (as defined below) falls
on a day that is not a Business Day, the payment of interest and principal shall be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after
the Interest Payment Date or Redemption Date, as applicable. During the Floating Rate Period, if any Interest Payment Date, other than a Redemption Date or the Stated Maturity of the Securities of
this Series, falls on a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if that Business Day is in the next succeeding
calendar month, the Interest Payment Date shall be the immediately preceding Business Day. Interest will accrue to but excluding the date that interest is actually paid. During the Floating Rate
Period, if a Redemption Date or the Stated Maturity of the Securities of this Series falls on a day that is not a Business Day, the payment of interest and principal shall be made on the next
succeeding Business Day, and no interest on such payment shall accrue for the period from and after such Redemption Date or the Stated Maturity. 


        During
the Floating Rate Period, if any LIBOR Rate Reset Date (as defined below) falls on a day that is not a Business Day, the LIBOR Rate Reset Date shall be postponed to the
next day that is a Business Day, except that if that Business Day is in the next succeeding calendar month, the LIBOR Rate Reset Date shall be the immediately preceding Business Day. During the
Floating Rate Period, the interest rate in effect on any LIBOR Rate Reset Date shall be the applicable interest rate as reset on that date and the interest rate applicable to any other day shall be
the interest rate as reset on the immediately preceding LIBOR Rate Reset Date. 



        "Business
Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions or trust companies in the Borough of Manhattan, the City and
State of New York, or in the city where the corporate trust office of the Trustee is located, are obligated or authorized by law or executive order to close. 


        "Calculation
Agent" means a banking institution or trust company appointed by the Company to act as calculation agent. 


        "LIBOR
Business Day" means any business day on which dealings in deposits in U.S. Dollars are transacted in the London Inter-Bank Market. 


        "LIBOR
Interest Determination Date" means the second LIBOR Business Day preceding each LIBOR Rate Reset Date. 


        "LIBOR
Rate Reset Date" means [                        ],
[                        ],
[                        ] and
[                        ] of each year, commencing
[                        ] if any LIBOR Rate Reset Date (as defined below) falls on a day that is not a
Business Day, the LIBOR Rate Reset Date shall be postponed to the next day that is a Business Day, except that if that Business Day is in the next succeeding calendar month, the LIBOR Rate Reset Date
shall be the immediately preceding Business Day. 



A-2







 

        The
"Record Date" for payment of interest will be the Business Day next preceding the Interest Payment Date, unless any such Securities of this Series are registered to a Holder other
than the Depository or a nominee of the Depository, in which case the Record Date for payment of interest will be the fifteenth calendar day preceding the applicable Interest Payment Date, whether or
not a Business Day. 


        "Redemption
Date" means the date fixed for such redemption by or pursuant to the provisions hereof. 


        "Reuters
LIBOR01 Page" means the display designated on page LIBOR01 on Reuters Page (or such other page as may replace the LIBOR01 page on such service or
such other service as may be nominated by the British Bankers' Association for the purpose of displaying London Inter-Bank offered rates for U.S. Dollar deposits). 



        "Reuters
Page" means the display on Reuters Money 3000 Service, or any successor service, on the Reuters LIBOR01 Page or any replacement page or pages on
that service. 


        "Three-Month
LIBOR Rate" means, with respect to each Interest Period commencing on a LIBOR Rate Reset Date, the rate (expressed as a percentage per annum) for deposits in
U.S. Dollars having a three-month maturity that appears on Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the LIBOR Interest Determination Date for that Interest Period as
determined by the Calculation Agent or its affiliate. If such rate does not appear on the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the LIBOR Interest Determination Date for
that Interest Period, such Three-Month LIBOR Rate shall be determined on the basis of the rates at which deposits in U.S. Dollars for a three-month period commencing on the applicable LIBOR
Rate Reset Date and ending on the next LIBOR Rate Reset Date (for purposes of this definition, the "Relevant Period") and in a principal amount that is representative for a single transaction
in U.S. dollars in that market at that time are offered to prime banks in the London Inter-Bank Market by the London offices of four major reference banks in the London
Inter-Bank Market, selected by the Calculation Agent or its affiliate (after consultation with the Company), at approximately 11:00 a.m., London time on the LIBOR Interest
Determination Date for that Interest Period. The Calculation Agent or its affiliate shall request the principal London office of each of such banks to provide a quotation of its rate. If at least two
such quotations are provided, then the Three-Month LIBOR Rate with respect to that Interest Period shall be the arithmetic average (rounded, if necessary, to the nearest one-hundredth
(0.01) of a percent) of such quotations. If fewer than two quotations are provided, then the Three-Month LIBOR Rate with respect to that Interest Period shall be the arithmetic average (rounded, if
necessary, to the nearest one-hundredth (0.01) of a percent) of the rates quoted by three major banks in New York City, selected by the Calculation Agent or its affiliate (after
consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Interest Determination Date for loans in U.S. Dollars to leading European banks for
the Relevant Period and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. However, if fewer than three banks selected by the
Calculation Agent or its affiliate to provide quotations are quoting in the manner described above, the Three-Month LIBOR Rate for that Interest Period shall be the rate in effect on that LIBOR
Interest Determination Date. The establishment of the Three-Month LIBOR Rate for each Interest Period commencing on or after
[                        ] by the Calculation Agent or its
affiliate shall (in the absence of manifest error) be final and binding. 




        The
Company shall have the right, at any time and from time to time during the term of the Securities of this Series, to defer the payment of all or part of the current and accrued
interest for a period not exceeding 10 consecutive years (each period, commencing on the date that the first such payment would otherwise be made, an "Optional Deferral Period"); provided that
no Optional Deferral Period shall extend beyond the Stated Maturity of the Securities of this Series. During an Optional Deferral Period, interest (calculated for each Interest Period in the manner
provided herein, as if the interest payment had not been so deferred) shall be compounded semi-annually during the Fixed Rate Period and quarterly during the Floating Rate Period. Any
deferred interest on the Securities of this Series shall accrue interest at a rate equal to the Coupon Rate then applicable to the Securities of this Series, to the extent permitted by applicable law.
At the end of the Optional Deferral Period, the Company shall pay all interest accrued and unpaid (together with interest thereon) to the person in whose name the Securities of this Series are
registered at the close of business on the Record Date for the Interest Payment Date on which such Optional Deferral Period ended; provided that any such accrued and unpaid interest payable at the
Stated Maturity or any Redemption Date shall be paid to the person to whom principal is payable. 


A-3







 

        Prior
to the termination of any such Optional Deferral Period, the Company may further defer the payment of interest, provided that such Optional Deferral Period together with all such
previous and further deferrals of interest payments shall not exceed 10 consecutive years at any one time or extend beyond the Stated Maturity of the Securities of this Series. Upon the
termination of any such Optional Deferral Period and the payment of all amounts then due, including interest on deferred interest payments, the Company may elect to begin a new Optional Deferral
Period, subject to the above requirements. No interest shall be due and payable during an Optional Deferral Period, except at the end thereof. The Company shall give the Trustee written notice of its
election of an Optional Deferral Period at least 10 days and not more than 60 days before the applicable Interest Payment Date. The Trustee shall promptly forward notice of such election
to each Holder of record of the Securities of this Series. 


        Principal
and interest shall be payable to the persons and in the manner provided in Sections 2.4 and 2.12 of the Indenture (as defined below). 


        This
Global Security is a global security in respect of a duly authorized issue of Junior Subordinated Notes, Series due
[                        ] (the "Securities
of this Series," which term includes any Global Securities representing such Securities) of the Company issued and to be issued under a Junior Subordinated Indenture dated as of
[                        ] between the Company and Wells Fargo Bank, National Association as trustee (herein called the "Trustee",
which term includes any successor Trustee under the
Indenture) and indentures supplemental thereto (collectively, the "Indenture"). Under the Indenture, one or more series of Securities may be issued and, as used herein, the term "Securities" refers to
the Securities of this Series and any other outstanding series of Securities. The indebtedness of the Company evidenced by this Global Security, including the principal hereof and interest hereon, is,
to the extent and in the manner set forth in the Indenture, subordinate and junior in right of payment to the Company's obligations to holders of Senior Indebtedness of the Company and each Holder of
this Global Security, by acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and all other provisions of the Indenture. Reference is hereby made to the Indenture for a
more complete statement of the respective rights, limitations of rights, duties and immunities under the Indenture of the Company, the Trustee and the Securityholders and of the terms upon which the
Securities of this Series are and are to be authenticated and delivered. This Global Security has been issued in respect of the series designated on the first page hereof. 


        Each
Security of this Series shall be dated and issued as of the date of its authentication by the Trustee and shall bear an Original Issue Date or Dates. Each Security or Global
Security issued upon transfer, exchange or substitution of such Security or Global Security shall bear the Original Issue Date or Dates of such transferred, exchanged or substituted Security or Global
Security, as the case may be. 


        The
Company may redeem the Securities of this Series at any time before [                        ] in whole or from time to time in
part, at a Redemption Price
(as defined below) equal to the Make-Whole Amount (as defined below), plus any accrued and unpaid interest thereon to, but not including, the Redemption Date. 


        The
Company may redeem the Securities of this Series at any time on or after [                        ] in whole or in part, at a
Redemption Price equal to 100% of the
principal amount thereof, plus any accrued and unpaid interest thereon to, but not including, the Redemption Date. 


        If
before [                        ] a Tax Event (as defined below) shall occur and be continuing, the Company may redeem the
Securities of this Series, in whole
but not in part, at any time within 90 days following the occurrence of the Tax Event, at a Redemption Price equal to the Tax Event Make-Whole Amount (as defined below), plus
any accrued and unpaid interest thereon to, but not including, the Redemption Date. 


        If
before [                        ] a Rating Agency Event (as defined below) shall occur and be continuing, the Company may
redeem the Securities of this Series,
in whole or from time to time in part, at a Redemption Price equal to the Rating Agency Event Make-Whole Amount (as defined below), plus any accrued and unpaid interest thereon to,
but not including, the Redemption Date. 


A-4







 

        "Comparable
Treasury Issue" means, with respect to any Redemption Date, the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to
the time period from the Redemption Date to [                        ] that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing
new issues of corporate debt securities with a term to maturity comparable to such time period. If no U.S. Treasury security has a maturity which is within a period from three months before to
three months after [                        ] the two most closely corresponding U.S. Treasury securities shall be used as
the Comparable Treasury Issue, and the Treasury Yield
(as defined below) shall be interpolated or extrapolated on a straight-line basis, rounding to the nearest month using such securities. 


        "Comparable
Treasury Price" means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations for such Redemption Date, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer Quotations received for such Redemption Date. 


        "Independent
Investment Banker" means [                        ] or their respective successors or, if such firms or their successors are
unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company. 



        "Make-Whole
Amount" means an amount equal to the greater of (i) 100% of the principal amount of the Securities of this Series being redeemed or (ii) the sum of
the present values of the remaining scheduled payments of principal and interest on the Securities of this Series being redeemed from the Redemption Date to
[                        ]
(assuming, solely for the purposes of this calculation, that the principal amount of the Securities of this Series to be redeemed was payable on
[                        ] and not
including any portion of such payments of interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at a discount rate equal to the Treasury Yield plus [                        ] basis points.



        "Rating
Agency Event" means a change by any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as
amended, that publishes a rating for the Company as of [                        ], (and any successor nationally recognized
statistical rating organization) in the equity credit
criteria for securities such as the Securities of this Series resulting in a lower equity credit to the Company, as certified in an Officer's Certificate to the Trustee by the Company, than the equity
credit assigned by such rating agency to the Securities of this Series on [                        ]. 


        "Rating
Agency Event Make-Whole Amount" means an amount equal to the greater of (i) 100% of the principal amount of the Securities of this Series being redeemed or
(ii) the sum of the present value of each scheduled payment of principal of and interest on the Securities of this Series from the Redemption Date to
[                        ]
(assuming, solely for the purposes of this calculation, that the principal amount of the Securities of this Series to be redeemed was payable on
[                        ] and not
including any portion of such payments of interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at a discount rate equal to the Treasury Yield plus [                        ] basis points.



        "Reference
Treasury Dealer" means (i) [                        ] and any other primary U.S. Government securities dealer in
New York City
(a "Primary Treasury Dealer") designated by, and not affiliated with, [                        ] or their respective
successors, provided, however, that if
[                        ] or their respective designees cease to be a Primary Treasury Dealer, the Company will appoint another
Primary Treasury Dealer as a substitute and
(ii) any other Primary Treasury Dealer selected by the Company after consultation with the Independent Investment Banker. 



A-5







 

        "Reference
Treasury Dealer Quotations" means, for each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. 


        "Tax
Event" means the receipt by the Company of an Opinion of Counsel experienced in such matters to the effect that, as a result of (i) amendment to or change in the laws or
regulations of the United States or any political subdivision or taxing authority of or in the United States that is enacted or issued or becomes effective after
[                        ], (ii) proposed change in those laws or regulations that is announced after
[                        ], (iii) official
administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after
[                        ] or (iv) threatened challenge asserted in writing in connection with an audit of the Company or its
subsidiaries, or a threatened challenge asserted in
writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Securities of this Series, which amendment, clarification, or change
is effective, or which Administrative Action is taken or which judicial decision, interpretation or pronouncement is issued, in each case after
[                        ], , there is
more than an insubstantial risk that interest payable by the Company on the Securities of this Series is not deductible, or within 90 days would not be deductible, in whole or in part, by the
Company for U.S. federal income tax purposes. 


        "Tax
Event Make-Whole Amount" means an amount equal to the greater of (i) 100% of the principal amount of the Securities of this Series being redeemed or
(ii) the sum of the present value of each scheduled payment of principal of and interest on the Securities of this Series from the Redemption Date to
[                        ]
(assuming, solely for the purposes of this calculation, that the principal amount of the Securities of this Series to be redeemed was payable on
[                        ] and not
including any portion of such payments of interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at a discount rate equal to the Treasury Yield plus [                        ] basis points.



        "Treasury
Yield" means, for any Redemption Date, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on
actively traded U.S. Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue
(if no maturity is within three months before or after such time period, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined
and the Treasury Yield shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date. The Treasury Yield shall be calculated on the third Business Day preceding the Redemption Date. 




        Notice
of redemption will be given by mail to Holders of Securities of this Series not less than 30 or more than 60 days prior to the date fixed for redemption, all as provided in
the Indenture. In the event of redemption of this Global Security
in part only, a new Global Security or Securities of like tenor and series for the unredeemed portion hereof will be issued in the name of the Securityholder hereof upon the surrender hereof. 


A-6







 

        In
addition to the restrictions on the Securities of this Series contained in the Indenture, unless the Company shall have paid all accrued and payable interest on the Securities of this
Series, except as provided below, the Company shall not, and shall not permit any of its subsidiaries to: (a) declare or pay any dividends or distributions, or redeem, purchase, acquire or make
a liquidation payment, on any shares of the Company's Capital Stock; (b) make any payment of principal of, or interest or premium, if any, on or repay, purchase or redeem any of the Company's
debt securities that rank upon the Company's liquidation on a parity with or junior to the Securities of this Series (provided that the Company may make partial payment of interest on the Securities
of this Series); or (c) make any payments with respect to any guarantee by the Company of debt securities if such guarantee ranks upon liquidation on a parity with or junior to the Securities
of this Series. The foregoing provisions shall not prevent or restrict the Company from making, and the Company shall be permitted at any time, including during an Optional Deferral Period, to make
any of the following: (i) purchases, redemptions or other acquisitions of the Company's Capital Stock in connection with any employment contract, benefit plan or other similar arrangement with
or for the benefit of employees, officers, directors, agents, consultants or a stock purchase, dividend reinvestment or similar plan, or the satisfaction of the Company's obligations pursuant to any
contract or security outstanding on the date that the payment of interest is deferred requiring the Company to purchase, redeem or acquire its Capital Stock; (ii) any payment, repayment,
redemption, purchase, acquisition or declaration of a dividend as a result of any reclassification of the Company's Capital Stock or the exchange or conversion of all or a portion of one class or
series of its Capital Stock or debt securities for a class or series of its Capital Stock; (iii) the purchase of fractional interests in shares of the Company's Capital Stock pursuant to the
conversion or exchange provisions of its Capital Stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts; (iv) dividends or
distributions paid or made in the Company's Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance
or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of the Company's Capital Stock) and distributions in connection with the settlement of stock purchase
contracts outstanding on the date that the payment of interest on the Securities of this Series is deferred; (v) redemptions, exchanges or repurchases of, or with respect to, any rights
outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in the future; and (vi) payments under any trust
preferred securities, subordinated debentures or junior subordinated debentures, or guarantees of the foregoing, in each case that rank equal in right of payment to the Securities of this Series, so
long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full
payment to which each series of such securities and guarantees is then entitled if paid in full. 


        The
Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Securities of this Series
(except for certain obligations including obligations to register the transfer or exchange of Securities, replace stolen, lost or mutilated Securities, maintain paying agencies and hold monies for
payment in trust, all as set forth in the Indenture) if the Company deposits with the Trustee money, U.S. Government Obligations which through the payment of interest thereon and principal
thereof in accordance with their terms will provide money, or a combination of money and U.S. Government Obligations, in any event in an amount sufficient, without reinvestment, to pay all the
principal of and any premium and interest on the Securities on the dates such payments are due in accordance with the terms of the Securities of this Series. 


        If
an Event of Default with respect to the Securities of this Series shall occur and be continuing, the principal of the Securities of this Series may be declared due and payable in the
manner and with the effect provided in the Indenture; provided, however, that notwithstanding anything to the contrary in the Indenture, in no event will the occurrence or continuation of an event
described in 7.1(a)(3) of the Indenture constitute an Event of Default with respect to the Securities of this Series. 



        The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Company and the rights of the
Securityholders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the outstanding Securities. Any such
consent or waiver by the Holder of this Global Security shall be conclusive and binding upon such Holder and upon all future Holders of this Global Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu thereof whether or not notation of such consent or waiver is made upon the Security. 



        No
reference herein to the Indenture and to provisions of this Global Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and any premium and interest on this Global Security at the times, places and rates and the coin or currency prescribed in the Indenture. 


A-7







 

        As
provided in the Indenture and subject to certain limitations therein set forth, this Global Security may be transferred only as permitted by the legend hereto. 



        If
at any time the Depository for this Global Security notifies the Company that it is unwilling or unable to continue as Depository for this Global Security or if at any time the
Depository for this Global Security shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall
appoint a successor Depository with respect to this Global Security. If a successor Depository for this Global Security is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such ineligibility, the Company's election to issue this Security in global form shall no longer be effective with respect to this Global Security and the Company will
execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of this Series in exchange for this Global Security, will authenticate and
deliver individual Securities of this Series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of this Global Security. 


        The
Company may at any time and in its sole discretion determine that all Securities of this Series (but not less than all) issued or issuable in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and
delivery of individual Securities of this Series in exchange for such Global Security, shall authenticate and deliver, individual Securities of this Series of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of such Global Security or Securities in exchange for such Global Security or Securities. 


        Under
certain circumstances specified in the Indenture, the Depository may be required to surrender any two or more Global Securities which have identical terms (but which may
have differing Original Issue Dates) to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depository a Global Security in
principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Securities surrendered thereto and that shall indicate all Original Issue Dates and the
principal amount applicable to each such Original Issue Date. 


        The
Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of Minnesota. 


        Unless
the certificate of authentication hereon has been executed by the Trustee, directly or through an Authenticating Agent by manual signature of an authorized officer, this Global
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 



        All
terms used in this Global Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture unless otherwise indicated herein. 


A-8







 

        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 



	Dated:	 	XCEL ENERGY INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	

 	
 	

Title:	
 	

 
	 	 	 	 	

	

 	
 	

Attest:	
 	

 
	 	 	 	 	

	

 	
 	

Title:	
 	

 
	 	 	 	 	





TRUSTEE'S
CERTIFICATE OF AUTHENTICATION 


        This
Security is one of the Securities of the series herein designated, described or provided for in the within-mentioned Indenture. 


WELLS
FARGO BANK, NATIONAL

ASSOCIATION, as Trustee



	

By:	
 	

 	
 	

 
	 	 	
Authorized Officer	 	 




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   ABBREVIATIONS  


The
following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: 



	TEN COM—as tenants in common	 	UNIF

GIFT

MIN

ACT—	 	
	 	Custodian	 	

	 	 	 	 	(Cust)	 	 	 	(Minor)
	

TEN ENT—as tenants by the entireties	
 	

Under Uniform Gifts to Minors
	

JT TEN—as joint tenants with right of survivorship and not as

tenants in common	
 	

 State






Additional
abbreviations may also be used



though not in the above list.







FOR VALUE RECEIVED the undersigned hereby sell(s),

assign(s) and transfer(s) unto 


PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE   














        Please
print or typewrite name and address including postal zip code of assignee 



	
 the within security and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said security on the books of the Company, with full power of substitution in the
premises.	 	 
	

Dated:	
 	

 
	

	
 	

 
	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change
whatever.




A-10