Exhibit 4.02


SUPPLEMENTAL INDENTURE NO. 1


 


FROM


 


XCEL ENERGY INC.


(a Minnesota corporation)


 


TO


 


WELLS FARGO BANK, NATIONAL
ASSOCIATION


Trustee


 


7.60% JUNIOR SUBORDINATED NOTES, SERIES DUE
2068


 


DATED AS OF


JANUARY 16, 2008


 


SUPPLEMENTAL TO JUNIOR SUBORDINATED INDENTURE

DATED AS OF JANUARY 1, 2008


 

















 


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

  7.60% JUNIOR SUBORDINATED NOTES, SERIES DUE 2068

  
	
   

  	
   

  	
   

  
	
  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

  	
  3

  
	
  SECTION 2.05

  	
  REDEMPTION

  	
  3

  
	
  SECTION 2.06

  	
  AUTHORIZED
  DENOMINATIONS

  	
  5

  
	
  SECTION 2.07

  	
  FORM OF
  NOTES

  	
  5

  
	
  SECTION 2.08

  	
  REOPENING
  OF NOTES

  	
  5

  
	
  SECTION 2.09

  	
  RESTRICTIONS
  DURING OPTIONAL DEFERRAL PERIOD

  	
  5

  
	
  SECTION 2.10

  	
  EVENTS
  OF DEFAULT

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01

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

  	
  6

  
	
  SECTION 3.02

  	
  SUPPLEMENTAL
  INDENTURE TO BE CONSTRUED AS A PART OF THE INDENTURE

  	
  6

  
	
  SECTION 3.03

  	
   

  	
  6

  
	
   

  	
  (a)

  	
  Trust
  Indenture Act to Control

  	
  6

  
	
   

  	
  (b)

  	
  Severability
  of Provisions Contained in Supplemental Indenture and Notes

  	
  6

  
	
  SECTION 3.04

  	
  REFERENCE
  TO EITHER PARTY IN SUPPLEMENTAL INDENTURE INCLUDED SUCCESSORS OR ASSIGNS

  	
  6

  
	
  SECTION 3.05

  	
   

  	
  6

  
	
   

  	
  (a)

  	
  Provision
  for Execution in Counterparts

  	
  6

  
	
   

  	
  (b)

  	
  Table
  of Contents and Description Headings of Articles Not to Affect Meaning

  	
  6

  
	
   

  	
   

  	
   

  
					



 


 


 


i

















 


 


THIS
SUPPLEMENTAL INDENTURE NO. 1, made as of the 16th day of January, 2008, 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 1,
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 “7.60% Junior Subordinated Notes, Series due
2068” (hereinafter sometimes referred to as the “Notes due 2068”); 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. 1 (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 2068
are, and are to be, authenticated, issued and delivered, and in consideration
of the premises of the purchase and acceptance of the Notes due 2068 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 2068, 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

7.60% JUNIOR SUBORDINATED NOTES, SERIES DUE 2068


 


SECTION 2.01  There
shall be a series of Securities designated the “7.60% Junior Subordinated
Notes, Series due 2068” (the “Notes due 2068”). The Notes due 2068 shall
be limited to $400,000,000  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 2068 shall be payable on the stated maturity date of January 1,
2068  (the “Stated Maturity”).


 


SECTION 2.03  The
Notes due 2068 shall be dated their date of authentication as provided in the
Indenture.


 


The
Notes due 2068 shall bear interest at the rate of 7.60% per annum (the “Interest
Rate”) up to, but not including, the Stated Maturity or earlier Redemption Date
(as defined below), and shall bear interest on any overdue principal at the
Interest Rate and (to the extent that payment of such interest is enforceable
under the applicable law) on any overdue or deferred installment of interest at
the Interest Rate, compounded quarterly, payable (subject to the right of the
Company to defer interest payments as described below) quarterly in arrears on January 1,
April 1, July 1 and October 1 of each year (each, an “Interest
Payment Date”), commencing April 1, 2008 to the Person in whose name such
Note due 2068 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 2068.


 


The
amount of interest payable for any quarterly 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 quarterly period, on the basis of the actual number
of days elapsed during such period using 30-day calendar months).  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.


 


“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.


 


The “Record
Date” for payment of interest will be the Business Day next preceding the
Interest Payment Date, unless any such Notes due 2068 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.


 


The
Company shall have the right, at any time and from time to time during the term
of the Notes due 2068, 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 2068.  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 quarterly.  Any deferred interest on the Notes 


 


 


2

















 


due 2068 shall accrue interest at a rate equal to the
Interest Rate on the Notes due 2068 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 2068 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 2068. 
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 2068.


 


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 2068 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 2068 at any time before January 16, 2013, in whole or from
time to time in part, at a redemption price 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 2068 at any time on or after January 16,
2013, 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 January 16, 2013, a Tax Event (as defined below) shall occur and be
continuing, the Company may redeem the Notes due 2068, 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 100% of the principal amount of the Notes due 2068,
plus any accrued and unpaid interest thereon to, but not including, the
Redemption Date.


 


If
before January 16, 2013, a Rating Agency Event (as defined below) shall
occur and be continuing, the Company may redeem the Notes due 2068, 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.


 


For
purposes of this Section 2.05:


 


“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 quarterly
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its 


 


 


3

















 


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.


 


“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 January 16, 2013
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 January 16,
2013, 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 any of Morgan Stanley & Co. Incorporated,
Citigroup Global Markets Inc., and J.P. Morgan Securities Inc. 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 2068 being redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest on the
Notes due 2068 being redeemed from the Redemption Date to January 16, 2013
(assuming, solely for the purposes of this calculation, that the principal
amount of the Notes due 2068 to be redeemed was payable on January 16,
2013 and not including any portion of such payments of interest accrued to the
Redemption Date), discounted to the Redemption Date on a quarterly basis
(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasury Yield plus 50 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
January 11, 2008 (and any successor nationally recognized statistical
rating organization) in the equity credit criteria for securities such as the
Notes due 2068 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 2068 on January 11,
2008.


 


“Rating
Agency Event Make-Whole Amount” means an amount equal to the greater of (i) 100%
of the principal amount of the Notes due 2068 being redeemed or (ii) the
sum of the present values of the remaining scheduled payments of principal of
and interest on the Notes due 2068 from the Redemption Date to January 16,
2013 (assuming, solely for the purposes of this calculation, that the principal
amount of the Notes due 2068 to be redeemed was payable on January 16,
2013 and not including any portion of such payments of interest accrued to the
Redemption Date), discounted to the Redemption Date on a quarterly basis
(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasury Yield plus 50 basis points.


 


“Reference
Treasury Dealer” means (i) Morgan Stanley & Co. Incorporated,
Citigroup Global Markets Inc., J.P. Morgan Securities Inc. or any other primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”)
designated by, and not affiliated with, Morgan Stanley & Co.
Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities Inc.
and  their respective successors,
provided, however, that if Morgan Stanley & Co. Incorporated,
Citigroup Global Markets Inc., J.P. Morgan Securities Inc. 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.


 


 


4

















 


“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 January 11, 2008; (ii) proposed change in
those laws or regulations that is announced after January 11, 2008; (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 January 11, 2008; 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 2068, 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 January 11,
2008, there is more than an insubstantial risk that interest payable by the
Company on the Notes due 2068 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.


 


Promptly
after the calculation of the redemption price of the Notes due 2068, the
Company shall give the Trustee notice thereof and the Trustee shall have no
responsibility for any such calculation.


 


The
Notes due 2068 shall be redeemable in minimum denominations of $25.00.


 


The
Notes due 2068 shall not be subject to any sinking fund.


 


SECTION 2.06     The
Notes due 2068 shall be issued in fully registered form without coupons in
denominations of $25.00 and in integral multiples of $25.00 in excess thereof.


 


SECTION 2.07     The
Notes due 2068 shall initially be in the form attached as Exhibit A
hereto.


 


SECTION 2.08     The
Notes due 2068 may be reopened and additional notes of the Notes due 2068 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 2068.  Any such additional Notes due 2068, together
with the other Notes due 2068, shall constitute a single series for purposes of
the Indenture.


 


SECTION 2.09  In addition to the restrictions on the Notes
due 2068 contained in the Indenture, unless the Company shall have paid all
accrued and payable interest on the Notes due 2068, 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 2068
(provided that the Company may make partial payment of interest on the Notes
due 2068); 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 2068. 
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 


 


 


5

















 


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
2068 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 2068, 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 2068 (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 2068 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.


 


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]


 


 


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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 16th day of January, 2008.


 


	
   

  	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ George E. Tyson II

  
	
   

  	
   

  	
  Name:

  	
  George E. Tyson II

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Vice President and
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATTEST:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Patrice D. Blaeser

  
	
   

  	
   

  	
  Name:

  	
  Patrice D. Blaeser

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Assistant Secretary 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Jane Y. Schweiger

  
	
   

  	
   

  	
  Name:

  	
  Jane Y. Schweiger

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 










 












 


EXHIBIT A


 


FORM OF GLOBAL SECURITY


 


7.60%
JUNIOR SUBORDINATED NOTES, SERIES DUE 2068


 


	
  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)


 


7.60%
JUNIOR SUBORDINATED NOTES, SERIES DUE 2068


 




	
  CUSIP:  98389B
  886

  	
   

  	
  NUMBER:  

  
	
   

  	
   

  	
   

  
	
  ORIGINAL
  ISSUE DATE(S):  JANUARY 16, 2008

  	
   

  	
  PRINCIPAL
  AMOUNT(S):  $400,000,000

  
	
   

  	
   

  	
   

  
	
  INTEREST
  RATE:  7.60%

  	
   

  	
  MATURITY
  DATE:  JANUARY 1, 2068

  






 


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 FOUR  HUNDRED
MILLION 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, payable (subject to the right of the Company to defer interest
payments as described below) quarterly in arrears on January 1, April 1,
July 1 and October 1 of each year (each, an “Interest Payment Date”)
commencing on April 1, 2008, at the per annum Interest Rate set forth
above, and shall bear interest on any overdue principal at the Interest 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
Interest Rate, compounded quarterly, until the principal hereof is paid or made
available for payment.  Interest so
payable and punctually paid or duly provided for on any Interest Payment Date
will, as provided in the Indenture, be paid 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.


 


The
amount of interest payable for any quarterly 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 quarterly period, on the basis of the actual number
of days elapsed during such period using 30-day calendar months).  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.


 


“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.


 


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.


 


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
quarterly.  Any deferred interest on the
Securities of this Series shall accrue interest at a rate equal to the
Interest Rate of 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.


 


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 2068 (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 January 1, 2008 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 


 


A-2

















 


“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 January 16,
2013, in whole or from time to time in part, at a redemption price 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 January 16,
2013, 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 January 16, 2013, 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 100% of the principal amount of the
Securities of this Series, plus any accrued and unpaid interest thereon to, but
not including, the Redemption Date.


 


If
before January 16, 2013, 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.


 


“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 quarterly 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.


 


“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 January 16, 2013 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 January 16, 2013, the two
most closely corresponding U.S. Treasury securities shall be used as the
Comparable Treasury Issue, and the Treasury 


 


A-3

















 


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 any of Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Inc. and J.P. Morgan Securities Inc. 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 January 16,
2013 (assuming, solely for the purposes of this calculation, that the principal
amount of the Securities of this Series to be redeemed was payable on January 16,
2013 and not including any portion of such payments of interest accrued to the
Redemption Date), discounted to the Redemption Date on a quarterly basis
(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasury Yield plus 50 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 January 11,
2008 (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 January 11,
2008.


 


“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 values of the remaining scheduled payments of principal of
and interest on the Securities of this Series from the Redemption Date to January 16,
2013 (assuming, solely for the purposes of this calculation, that the principal
amount of the Securities of this Series to be redeemed was payable on January 16,
2013 and not including any portion of such payments of interest accrued to the
Redemption Date), discounted to the Redemption Date on a quarterly basis
(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasury Yield plus 50 basis points.


 


 “Reference Treasury Dealer” means (i) Morgan
Stanley & Co. Incorporated, Citigroup Global Markets Inc., J.P. Morgan
Securities Inc. or any other primary U.S. Government securities dealer in New
York City (a “Primary Treasury Dealer”) designated by, and not affiliated with,
Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., J.P.
Morgan Securities Inc. and their respective successors, provided, however, that
if Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc.,
J.P. Morgan Securities Inc. 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.


 


A-4

















 


“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 January 11, 2008; (ii) proposed change in those laws
or regulations that is announced after January 11, 2008; (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 January 11, 2008; 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 January 11, 2008, 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.


 


Securities
of this Series shall be redeemable in minimum denominations of $25.00.


 


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.


 


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 


 


A-5

















 


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.


 


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.


 


A-6

















 


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-7

















 


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

  	
   

  	
   

  
				






 


A-8

















 


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-9