Exhibit 4.01


XCEL ENERGY INC.

(a Minnesota corporation)


 


AND


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


TRUSTEE


 


JUNIOR SUBORDINATED INDENTURE

DATED AS OF JANUARY 1, 2008


 


Providing for issuance of Junior
Subordinated Debt Securities


 


 

















 


CROSS
REFERENCE SHEET SHOWING THE

LOCATION IN THE INDENTURE OF THE PROVISIONS INSERTED

PURSUANT TO SECTIONS 310 THROUGH 318(a) INCLUSIVE OF

THE TRUST INDENTURE ACT OF 1939


 


	
  SECTION OF TRUST

  INDENTURE ACT

  	
   

  	
  SECTION OF INDENTURE

  	
   

  	
  PAGE

  	
   

  
	
  310(a)(1)

  	
   

  	
  8.9

  	
   

  	
  28

  	
   

  
	
  310(a)(2)

  	
   

  	
  8.9

  	
   

  	
  28

  	
   

  
	
  310(a)(3)

  	
   

  	
  NOT APPLICABLE

  	
   

  	
  —

  	
   

  
	
  310(a)(4)

  	
   

  	
  NOT APPLICABLE

  	
   

  	
  —

  	
   

  
	
  310(a)(5)

  	
   

  	
  8.9

  	
   

  	
  28

  	
   

  
	
  310(b)

  	
   

  	
  8.8

  	
   

  	
  28

  	
   

  
	
  310(c)

  	
   

  	
  NOT APPLICABLE

  	
   

  	
  —

  	
   

  
	
  311(a)

  	
   

  	
  8.14

  	
   

  	
  30

  	
   

  
	
  311(b)

  	
   

  	
  8.14

  	
   

  	
  30

  	
   

  
	
  311(c)

  	
   

  	
  NOT APPLICABLE

  	
   

  	
  —

  	
   

  
	
  312(a)

  	
   

  	
  6.1(a)

  	
   

  	
  19-20

  	
   

  
	
  312(b)

  	
   

  	
  6.1(b)

  	
   

  	
  20

  	
   

  
	
  312(c)

  	
   

  	
  6.1(c)

  	
   

  	
  20

  	
   

  
	
  313(a)

  	
   

  	
  6.3(a)

  	
   

  	
  21

  	
   

  
	
  313(b)

  	
   

  	
  6.3(b)

  	
   

  	
  21

  	
   

  
	
  313(c)

  	
   

  	
  6.3(d)

  	
   

  	
  21

  	
   

  
	
  313(d)

  	
   

  	
  6.3(c) and 6.3(d)

  	
   

  	
  21

  	
   

  
	
  314(a)

  	
   

  	
  6.2(a), 6.2(b) and 6.2(c)

  	
   

  	
  20-21

  	
   

  
	
  314(b)

  	
   

  	
  NOT APPLICABLE

  	
   

  	
  —

  	
   

  
	
  314(c)(1)

  	
   

  	
  Definition of Officers’ Certificate and 15.5

  	
   

  	
  3;41-42

  	
   

  
	
  314(c)(2)

  	
   

  	
  Definition of Opinion of Counsel and 15.5

  	
   

  	
  3-4;41-42

  	
   

  
	
  314(c)(3)

  	
   

  	
  NOT APPLICABLE

  	
   

  	
  —

  	
   

  
	
  314(d)(1)

  	
   

  	
  NOT APPLICABLE

  	
   

  	
  —

  	
   

  
	
  314(d)(2)

  	
   

  	
  NOT APPLICABLE

  	
   

  	
  —

  	
   

  
	
  314(d)(3)

  	
   

  	
  NOT APPLICABLE

  	
   

  	
  —

  	
   

  
	
  314(e)

  	
   

  	
  15.5(b)

  	
   

  	
  41

  	
   

  
	
  314(f)

  	
   

  	
  NOT APPLICABLE

  	
   

  	
  —

  	
   

  
	
  315(a)

  	
   

  	
  8.1 and 8.2(b)

  	
   

  	
  26-27

  	
   

  
	
  315(b)

  	
   

  	
  7.8

  	
   

  	
  25

  	
   

  
	
  315(c)

  	
   

  	
  8.1(a)

  	
   

  	
  26

  	
   

  
	
  315(d)

  	
   

  	
  8.1(b)

  	
   

  	
  26

  	
   

  
	
  315(e)

  	
   

  	
  7.9

  	
   

  	
  25-26

  	
   

  
	
  316(a)

  	
   

  	
  7.7, 9.4 and 12.2

  	
   

  	
  25; 31; 35-36

  	
   

  
	
   

  	
   

  	
  NOT APPLICABLE

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
  NOT APPLICABLE

  	
   

  	
  —

  	
   

  
	
  316(b)

  	
   

  	
  7.4(b) and 12.2

  	
   

  	
  25; 35-36

  	
   

  
	
   

  	
   

  	
  NOT APPLICABLE

  	
   

  	
  —

  	
   

  
	
  316(c)

  	
   

  	
  9.6

  	
   

  	
  32

  	
   

  
	
  317(a)(1)

  	
   

  	
  7.2(b)

  	
   

  	
  23

  	
   

  
	
  317(a)(2)

  	
   

  	
  7.2(c)

  	
   

  	
  23

  	
   

  
	
  317(b)

  	
   

  	
  4.2 and 5.4

  	
   

  	
  17-19

  	
   

  
	
   

  	
   

  	
  NOT APPLICABLE

  	
   

  	
  —

  	
   

  
	
  318(a)

  	
   

  	
  15.7

  	
   

  	
  42

  	
   

  



 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1

  	
   

  	
  General

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.2

  	
   

  	
  Trust Indenture Act

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.3

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  FORM, ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Form Generally

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.2

  	
   

  	
  Form Of Trustee’s Certificate Of Authentication

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.3

  	
   

  	
  Amount Unlimited

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.4

  	
   

  	
  Denominations, Dates, Interest Payment And Record Dates

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.5

  	
   

  	
  Execution, Authentication, Delivery And Dating

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.6

  	
   

  	
  Exchange And Registration Of Transfer Of Securities

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.7

  	
   

  	
  Mutilated, Destroyed, Lost Or Stolen Securities

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.8

  	
   

  	
  Temporary Securities

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.9

  	
   

  	
  Cancellation Of Securities Paid, Etc

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.10

  	
   

  	
  Interest Rights Preserved

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.11

  	
   

  	
  Special Record Date

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.12

  	
   

  	
  Payment Of Securities

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.13

  	
   

  	
  Securities Issuable In The Form Of A Global Security

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.14

  	
   

  	
  Deferrals of Interest Payment Dates

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.15

  	
   

  	
  Agreed Tax Treatment

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.16

  	
   

  	
  CUSIP and Other Numbers

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  REDEMPTION OF SECURITIES

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Applicability Of Article

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.2

  	
   

  	
  Notice Of Redemption; Selection Of Securities

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.3

  	
   

  	
  Payment Of Securities On Redemption; Deposit Of Redemption Price

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1

  	
   

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.2

  	
   

  	
  Deposited Moneys To Be Held In Trust By Trustee

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.3

  	
   

  	
  Paying Agent To Repay Moneys Held

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.4

  	
   

  	
  Return Of Unclaimed Moneys

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  PARTICULAR COVENANTS OF THE COMPANY

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1

  	
   

  	
  Payment Of Principal, Premium And Interest

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.2

  	
   

  	
  Office For Notices And Payments, Etc

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.3

  	
   

  	
  Appointments To Fill Vacancies In Trustee’s Office

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.4

  	
   

  	
  Provision As To Paying Agent

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


i

















 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.5

  	
   

  	
  Certificates And Notice To Trustee

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.6

  	
   

  	
  Additional Covenants

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1

  	
   

  	
  Securityholder Lists

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.2

  	
   

  	
  Securities And Exchange Commission Reports

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.3

  	
   

  	
  Reports By The Trustee

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENTS OF DEFAULT

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1

  	
   

  	
  Events Of Default

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.2

  	
   

  	
  Payment Of Securities On Default; Suit Therefor

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.3

  	
   

  	
  Application Of Moneys Collected By Trustee

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.4

  	
   

  	
  Proceedings By Securityholders

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.5

  	
   

  	
  Proceedings By Trustee

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.6

  	
   

  	
  Remedies Cumulative And Continuing

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.7

  	
   

  	
  Direction Of Proceedings And Waiver Of Defaults By Majority Of
  Securityholders

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.8

  	
   

  	
  Notice Of Default

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.9

  	
   

  	
  Undertaking To Pay Costs

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  CONCERNING THE TRUSTEE

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.1

  	
   

  	
  Duties And Responsibilities Of Trustee

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.2

  	
   

  	
  Reliance On Documents, Opinions, Etc

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.3

  	
   

  	
  No Responsibility For Recitals, Etc

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.4

  	
   

  	
  Trustee, Authenticating Agent, Paying Agent Or Registrar May Own
  Securities

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.5

  	
   

  	
  Moneys To Be Held In Trust

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.6

  	
   

  	
  Compensation And Expenses Of Trustee

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.7

  	
   

  	
  Officers’ Certificate As Evidence

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.8

  	
   

  	
  Conflicting Interest Of Trustee

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.9

  	
   

  	
  Existence And Eligibility Of Trustee

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.10

  	
   

  	
  Resignation Or Removal Of Trustee

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.11

  	
   

  	
  Appointment Of Successor Trustee

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.12

  	
   

  	
  Acceptance By Successor Trustee

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.13

  	
   

  	
  Succession By Merger, Etc

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.14

  	
   

  	
  Limitations On Rights Of Trustee As A Creditor

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.15

  	
   

  	
  Authenticating Agent

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  CONCERNING THE SECURITYHOLDERS

  	
   

  	
  31

  
						



 


 


 


ii

















 


	
  Section 9.1

  	
   

  	
  Action By Securityholders

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.2

  	
   

  	
  Proof Of Execution By Securityholders

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.3

  	
   

  	
  Who Deemed Absolute Owners

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.4

  	
   

  	
  Company-Owned Securities Disregarded

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.5

  	
   

  	
  Revocation Of Consents; Future Holders Bound

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.6

  	
   

  	
  Record Date For Securityholder Acts

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  SECURITYHOLDERS’ MEETING

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.1

  	
   

  	
  Purposes Of Meetings

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.2

  	
   

  	
  Call Of Meetings By Trustee

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.3

  	
   

  	
  Call Of Meetings By Company Or Securityholders

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.4

  	
   

  	
  Qualifications For Voting

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.5

  	
   

  	
  Regulations

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.6

  	
   

  	
  Voting

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.7

  	
   

  	
  Rights Of Trustee Or Securityholders Not Delayed

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  CONSOLIDATION, MERGER, SALE, TRANSFER OR OTHER DISPOSITION

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.1

  	
   

  	
  Company May Consolidate, Etc

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.2

  	
   

  	
  Successor Corporation Substituted

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  SUPPLEMENTAL INDENTURES

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 12.1

  	
   

  	
  Supplemental Indentures Without Consent Of Securityholders

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 12.2

  	
   

  	
  Supplemental Indentures With Consent Of Securityholders

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 12.3

  	
   

  	
  Compliance With Trust Indenture Act; Effect Of Supplemental
  Indentures

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 12.4

  	
   

  	
  Notation On Securities

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 12.5

  	
   

  	
  Evidence Of Compliance Of Supplemental Indenture To Be Furnished
  Trustee

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 13.1

  	
   

  	
  Indenture And Securities Solely Corporate Obligations

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
  SUBORDINATION OF SECURITIES

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.1

  	
   

  	
  Agreement To Subordinate

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.2

  	
   

  	
  Obligation Of The Company Unconditional

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.3

  	
   

  	
  Limitations On Duties To Holders Of Senior Indebtedness Of The
  Company

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.4

  	
   

  	
  Notice To Trustee Of Facts Prohibiting Payment

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.5

  	
   

  	
  Application By Trustee Of Moneys Deposited With It

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.6

  	
   

  	
  Subrogation

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.7

  	
   

  	
  Subordination Rights Not Impaired By Acts Or Omissions Of Company Or
  Holders Of Senior Indebtedness Of The Company

  	
   

  	
  39

  
						



 


iii

















 


	
  Section 14.8

  	
   

  	
  Authorization Of Trustee To Effectuate Subordination Of Securities

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.9

  	
   

  	
  No Payment When Senior Indebtedness In Default

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.10

  	
   

  	
  Right Of Trustee To Hold Senior Indebtedness Of The Company

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.11

  	
   

  	
  Article XIV Not To Prevent Defaults

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XV

  	
  MISCELLANEOUS PROVISIONS

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.1

  	
   

  	
  Provisions Binding On Company’s Successors

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.2

  	
   

  	
  Official Acts By Successor Corporation

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.3

  	
   

  	
  Notices

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.4

  	
   

  	
  Governing Law

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.5

  	
   

  	
  Evidence Of Compliance With Conditions Precedent

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.6

  	
   

  	
  Business Days

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.7

  	
   

  	
  Trust Indenture Act To Control

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.8

  	
   

  	
  Table Of Contents, Headings, Etc

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.9

  	
   

  	
  Execution In Counterparts

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.10

  	
   

  	
  Manner Of Mailing Notice To Securityholders

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.11

  	
   

  	
  Approval By Trustee Of Expert Or Counsel

  	
   

  	
  42

  
						



 


 


iv






 












THIS
JUNIOR SUBORDINATED INDENTURE, dated as of January 1, 2008, 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,
for its lawful corporate purposes, the Company has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of its unsecured junior subordinated debentures, notes or other
evidences of indebtedness (the “Securities”),
to be issued as in this Indenture provided;


 


AND
WHEREAS, all acts and things necessary to make this Indenture a valid agreement
according to its terms have been done and performed, and the execution of this
Indenture and the issue hereunder of the Securities have in all respects been
duly authorized;


 


NOW THEREFORE, THIS INDENTURE WITNESSETH:


 


That
in order to declare the terms and conditions upon which the Securities are, and
are to be authenticated, issued and delivered, and in consideration of the
premises, of the purchase and acceptance of the Securities by the Holders
thereof and of the sum of one dollar duly paid to it by the Trustee at the
execution of this 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 Securities or of any
series thereof, as follows:


 


ARTICLE
I

DEFINITIONS


 


Section 1.1            General.  The terms defined in this Article I
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Article I.


 


Section 1.2            Trust Indenture Act.  (a) Whenever this Indenture refers to a
provision of the Trust Indenture Act of 1939, as amended (the “TIA”), such provision is incorporated by
reference in and made a part of this Indenture.


 


(b)           Unless
otherwise indicated, all terms used in this Indenture that are defined by the
TIA, defined by the TIA by reference to another statute or defined by a rule of
the Commission under the TIA shall have the meanings assigned to them in the
TIA or such statute or rule as in force on the date of execution of this
Indenture.


 


Section 1.3            Definitions.  For purposes of this Indenture, the following
terms shall have the following meanings.


 


ADDITIONAL
INTEREST:


 


The
term “Additional Interest” means
the interest, if any, that shall accrue on any interest on the Securities of
any series the payment of which has not been made on the applicable Interest
Payment Date and which shall accrue at the rate per annum specified or
determined as specified in such Security.


 


AUTHENTICATING
AGENT:


 


The
term “Authenticating Agent” shall
mean any agent of the Trustee which shall be appointed and acting pursuant to Section 8.15
hereof.


 

















 


AUTHORIZED
AGENT:


 


The
term “Authorized Agent” shall
mean any agent of the Company designated as such by an Officers’ Certificate
delivered to the Trustee.


 


BOARD
OF DIRECTORS:


 


The
term “Board of Directors” shall
mean the Board of Directors of the Company or the Financing Committee of such
Board or any other duly authorized committee of such Board.


 


BOARD
RESOLUTION:


 


The
term “Board Resolution” shall
mean a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such certification, and
delivered to the Trustee.


 


BUSINESS
DAY:


 


The
term “Business Day” shall mean
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, except as otherwise specified in a Company Order pursuant to Section 2.5
hereof.


 


CAPITAL
STOCK:


 


The
term “Capital Stock” means shares
of capital stock of any class of any corporation whether now or hereafter
authorized regardless of whether such capital stock shall be limited to a fixed
sum or percentage in respect of the rights of the holders thereof to
participate in dividends and in the distribution of assets upon any voluntary
or involuntary liquidation, dissolution or winding up.


 


COMMISSION:


 


The
term “Commission” shall mean the
United States Securities and Exchange Commission, or if at any time hereafter
the Commission is not existing or performing the duties now assigned to it
under the TIA, then the body performing such duties.


 


COMMON
STOCK:


 


The
term “Common Stock” means the common
stock, par value $2.50 per share, of the Company.


 


COMPANY:


 


The
term “Company” shall mean the
corporation named as the “Company” in the first paragraph of this Indenture,
and its successors and assigns permitted hereunder.


 


COMPANY
ORDER:


 


The
term “Company Order” shall mean a
written order signed in the name of the Company by one of the Chairman, the
President, any Vice President, the Treasurer or an Assistant Treasurer, and the
Secretary, an Assistant Secretary or a Vice President of the Company, and
delivered to the Trustee.


 


CORPORATE
TRUST OFFICE OF THE TRUSTEE:


 


The
term “corporate trust office of the Trustee,”
or other similar term, shall mean the corporate trust office of the Trustee, at
which at any particular time its corporate trust business shall be principally
administered, which 


 


 


2

















 


office is at the date of the execution of this
Indenture located at Corporate Trust Services, 625 Marquette Avenue, MAC
N9311-110, Minneapolis, Minnesota 55479.


 


DEPOSITORY:


 


The
term “Depository” shall mean,
unless otherwise specified in a Company Order pursuant to Section 2.5
hereof, The Depository Trust Company, New York, New York, or any successor
thereto registered and qualified under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation.


 


EVENT
OF DEFAULT:


 


The
term “Event of Default” shall
mean any event specified in Section 7.1 hereof, continued for the period
of time, if any, and after the giving of the notice, if any, therein
designated.


 


EXTENSION
PERIOD:


 


The
term “Extension Period” has the
meaning specified in Section 2.14.


 


GLOBAL
SECURITY:


 


The
term “Global Security” shall mean
a Security that pursuant to Section 2.5 hereof is issued to evidence
Securities, that is delivered to the Depository or pursuant to the instructions
of the Depository and that shall be registered in the name of the Depository or
its nominee.


 


INDENTURE:


 


The
term “Indenture” shall mean this
instrument as originally executed or, if amended or supplemented as herein
provided, as so amended or supplemented.


 


INTEREST
PAYMENT DATE:


 


The
term “Interest Payment Date”
shall mean, unless otherwise specified in a Company Order pursuant to Section 2.5
hereof, (a) each of the dates specified as such in the Company Order with
respect to any Security (provided that the first Interest Payment Date for any
Security, the Original Issue Date of which is after a Regular Record Date but
prior to the respective Interest Payment Date, shall be the Interest Payment
Date following the next succeeding Regular Record Date), (b) a date of
maturity of such Security and (c) only with respect to defaulted interest
on such Security, the date established by the Trustee for the payment of such
defaulted interest pursuant to Section 2.11 hereof.


 


MATURITY:


 


The
term “maturity,” when used with
respect to any Security, shall mean the date on which the principal of such
Security becomes due and payable as therein or herein provided, whether at the
stated maturity thereof or by declaration of acceleration, redemption or
otherwise.


 


OFFICERS’
CERTIFICATE:


 


The
term “Officers’ Certificate” when
used with respect to the Company, shall mean a certificate signed by one of the
Chairman, the President, any Vice President, the Treasurer or an Assistant
Treasurer, and by the Secretary, an Assistant Secretary or a Vice President of
the Company.


 


OPINION
OF COUNSEL:


 


The
term “Opinion of Counsel” shall
mean an opinion in writing signed by legal counsel, who may be an employee of
the Company, meeting the applicable requirements of Section 15.5
hereof.  If the Indenture requires the 


 


 


3

















 


delivery of an Opinion of Counsel to the Trustee, the
text and substance of which has been previously delivered to the Trustee, the
Company may satisfy such requirement by the delivery by the legal counsel that
delivered such previous Opinion of Counsel of a letter to the Trustee to the
effect that the Trustee may rely on such previous Opinion of Counsel as if such
Opinion of Counsel was dated and delivered the date delivery of such Opinion of
Counsel is required.  Any Opinion of
Counsel may contain conditions and qualifications satisfactory to the Trustee.


 


OPINION
OF INDEPENDENT COUNSEL:


 


The
term “Opinion of Independent Counsel”
shall mean an opinion in writing signed by legal counsel, who shall not be an
employee of the Company, meeting the applicable requirements of Section 15.5.  Any Opinion of Independent Counsel may
contain conditions and qualifications satisfactory to the Trustee.


 


ORIGINAL
ISSUE DATE:


 


The
term “Original Issue Date” shall
mean for a Security, or portions thereof, the date upon which it, or such
portion, was issued by the Company pursuant to this Indenture and authenticated
by the Trustee (other than in connection with a transfer, exchange or
substitution).


 


OUTSTANDING:


 


The
term “outstanding,” when used
with reference to Securities, shall, subject to Section 9.4 hereof, mean,
as of any particular time, all Securities authenticated and delivered by the
Trustee under this Indenture, except:


 


(a)           Securities
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;


 


(b)           Securities, or portions thereof, for the payment or
redemption of which moneys in the necessary amount shall have been deposited in
trust with the Trustee or with any paying agent (other than the Company),
provided that if such Securities are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as provided in Article III,
or provisions satisfactory to the Trustee shall have been made for giving such
notice;


 


(c)           Securities,
or portions thereof, that have been paid and discharged or are deemed to have
been paid and discharged pursuant to the provisions of this Indenture; and


 


(d)           Securities
in lieu of or in substitution for which other Securities shall have been
authenticated and delivered, or which have been paid, pursuant to Section 2.7
hereof.


 


PERSON:


 


The
term “Person” shall mean any
individual, corporation, partnership, joint venture, limited liability company,
association, joint-stock company, trust, unincorporated organization or
government or any agent or political subdivision thereof.


 


PRINCIPAL
EXECUTIVE OFFICES OF THE COMPANY:


 


The
term “principal executive offices of the
Company” shall mean 414 Nicollet Mall, Minneapolis, Minnesota 55401,
or such other place where the main corporate offices of the Company are located
as designated in writing to the Trustee by an Authorized Agent.


 


RANKING
JUNIOR TO THE SECURITIES:


 


The
term “ranking junior to the Securities”
of any series when used with respect to any obligation of the Company means any
other obligation of the Company which (a) ranks junior to and not equally
with or prior to such Securities (or any other obligations of the Company
ranking on a parity with such Securities) in right of payment upon the
happening of any event of the kind specified in the first sentence of the
second paragraph of Section 14.1, 


 


4

















 


or (b) is specifically designated as ranking
junior to such Securities by express provision in the instrument creating or
evidencing such obligation.


 


The
securing of any obligations of the Company, otherwise ranking junior to such
Securities, shall be deemed to prevent such obligations from constituting
obligations ranking junior to such Securities.


 


RANKING
ON A PARITY WITH THE SECURITIES:


 


The
term “ranking on a parity with the
Securities” of any series when used with respect to any obligation
of the Company means (a) any obligation of the Company which ranks equally
with and not prior to such Securities in right of payment upon the happening of
any event of the kind specified in the first sentence of the second paragraph
of Section 14.1, or (b) any obligation of the Company which is
specifically designated as ranking on a parity with such Securities by express
provision in the instrument creating or evidencing such obligation.


 


The
securing of any obligations of the Company, otherwise ranking on a parity with
such Securities, shall not be deemed to prevent such obligations from
constituting obligations ranking on a parity with such Securities.


 


REGULAR
RECORD DATE:


 


The
term “Regular Record Date” shall
mean, unless otherwise specified in a Company Order pursuant to Section 2.5,
for an Interest Payment Date for a particular Security (a) the fifteenth
day of the calendar month next preceding each Interest Payment Date (unless the
Interest Payment Date is the date of maturity of such Security, in which event,
the Regular Record Date shall be as described in clause (b) hereof)
and (b) the date of maturity of such Security.


 


RESPONSIBLE
OFFICER:


 


The
term “responsible officer” or “responsible officers” when used with
respect to the Trustee shall mean one or more of the following: the chairman of
the board of directors, the vice chairman of the board of directors, the
chairman of the executive committee, the president, any vice president, the
secretary, the treasurer, any trust officer, any assistant trust officer, any
second or assistant vice president, any assistant secretary, any assistant
treasurer, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.


 


RIGHTS
PLAN:


 


The
term “Rights Plan” means the
Stockholder Protection Rights Agreement dated December 13, 2000 of the
Company, or any substitute or successor plan of the Company, providing for the
issuance by the Company to all holders of its Common Stock of rights entitling
the holders thereof to subscribe for or purchase shares of Common Stock or any
class or series of preferred stock, which rights (a) are deemed to be
transferred with such shares of Common Stock, (b) are not exercisable and (c) are
also issued in respect of future issuances of Common Stock, in each case until
the occurrence of a specified event or events.


 


SECURITY
OR SECURITIES:


 


The
terms “Security” or “Securities” shall mean any security or
securities, as the case may be, authenticated and delivered under this
Indenture, including any Global Security.


 


SECURITYHOLDER:


 


The
terms “Securityholder,”  “Holder of Securities” or “Holder” shall mean any Person in whose
name at the time a particular Security is registered on the books of the
Trustee, in its capacity as the registrar, kept for that purpose in accordance
with the terms hereof.


 


 


5

















 


SENIOR
INDEBTEDNESS OF THE COMPANY:


 


The
term “Senior Indebtedness of the Company”
means (a) any current or future indebtedness of the Company for borrowed
or purchased money, whether or not evidenced by bonds, debentures, notes or
other similar written instruments, (b) obligations of the Company under
synthetic leases, finance leases and capitalized leases, (c) obligations
of the Company for reimbursement under letters of credit, banker’s acceptances,
security purchase facilities or similar facilities issued for the account of
the Company, (d) any indebtedness or other obligations of the Company with
respect to derivative contracts, including but not limited to commodity
contracts, interest rate, commodity and currency swap agreements, forward
contracts, and other similar agreements or arrangements designed to protect
against fluctuations in commodity prices, currency exchange or interest rates,
and (e) any guarantees, endorsements, assumptions (other than by endorsement
of negotiable instruments for collection in the ordinary course of business) or
other similar contingent obligations in respect of obligations of others of a
type described in (a), (b), (c) or (d) above, whether or not such
obligation is classified as a liability on a balance sheet prepared in
accordance with generally accepted accounting principles, in each case listed
in (a), (b), (c), (d) and (e) above whether outstanding on the date
of execution of this Indenture or thereafter incurred; provided, however, that “Senior
Indebtedness of the Company” does not include (i) trade accounts payable, (ii) accrued
liabilities arising in the ordinary course of business, (iii) any
indebtedness of the Company to any of its subsidiaries or (iv) obligations
that by their terms rank junior to or on parity with the Securities.


 


SPECIAL
RECORD DATE:


 


The
term “Special Record Date” shall
mean, with respect to any Security, the date established by the Trustee in
connection with the payment of defaulted interest on such Security pursuant to Section 2.11
hereof.


 


STATED
MATURITY:


 


The
term “stated maturity” shall mean
with respect to any Security, the last date on which principal on such Security
becomes due and payable as therein or herein provided, other than by declaration
of acceleration or by redemption.


 


TRUSTEE:


 


The
term “Trustee” shall mean Wells
Fargo Bank, National Association and, subject to Article VIII, shall also
include any successor Trustee.


 


U.S.
GOVERNMENT OBLIGATIONS:


 


The
term “U.S. Government Obligations”
shall mean (a) direct non-callable obligations of, or non-callable
obligations guaranteed as to timely payment of principal and interest by, the
United States of America or an agency thereof for the payment of which
obligations or guarantee the full faith and credit of the United States is
pledged or (b) certificates or receipts representing direct ownership
interests in obligations or specified portions (such as principal or interest)
of obligations described in clause (a) above, which obligations are
held by a custodian in safekeeping in a manner satisfactory to the Trustee.


 


ARTICLE
II

FORM, ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES


 


Section 2.1            Form Generally.


 


(a)           If
the Securities are in the form of a Global Security they shall be in
substantially the form set forth in Exhibit A
to this Indenture, and, if the Securities are not in the form of a Global
Security, they shall be in substantially the form set forth in Exhibit B to this Indenture, or, in
any case, in such other form as shall be established by a Board Resolution, or
a Company Order pursuant to a Board Resolution, or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of 


 


6

















 


identification and such legends or endorsements placed
thereon as may be required to comply with applicable rules of any
securities exchange or of the Depository or with applicable law or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of such Securities.


 


(b)           The
definitive Securities shall be typed, printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.


 


Section 2.2            Form Of Trustee’s Certificate Of
Authentication.  The Trustee’s certificate of authentication
on all Securities shall be in substantially the following form:


 


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

  



 


Section 2.3            Amount Unlimited.  The aggregate principal amount of Securities
that may be authenticated and delivered under this Indenture is unlimited,
subject to compliance with the provisions of this Indenture.


 


Section 2.4            Denominations,
Dates, Interest Payment And Record Dates.


 


(a)           The
Securities of each series shall be issuable in registered form without coupons
in denominations of $1,000 and integral multiples thereof or such other amount
or amounts as may be authorized by the Board of Directors or a Company Order
pursuant to a Board Resolution or in one or more indentures supplemental
hereto.


 


(b)           Each
Security shall be dated and issued as of the date of its authentication by the
Trustee, and shall bear an Original Issue Date or, as provided in Section 2.13(e) hereof,
two or more Original Issue Dates; each Security issued upon transfer, exchange
or substitution of a Security shall bear the Original Issue Date or Dates of
such transferred, exchanged or substituted Security, subject to the provisions
of Section 2.13(e) hereof.


 


(c)           Each
Security shall bear interest from the later of (i) its Original Issue Date
(or, if pursuant to Section 2.13 hereof, a 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 of such Global
Security to which that Original Issue Date is applicable), or (ii) the
most recent date to which interest has been paid or duly provided for with
respect to such Security until the principal of such Security is paid or made
available for payment, and interest on each Security shall be payable on each
Interest Payment Date after the Original Issue Date.


 


(d)           Each
Security shall mature on a stated maturity specified in the Security.  The principal amount of each outstanding
Security shall be payable on the maturity date or dates specified therein.


 


(e)           Unless
otherwise specified in a Company Order pursuant to Section 2.5 hereof,
interest on each of the Securities shall be calculated on the basis of a
360-day year of twelve 30-day months and shall be computed at a fixed rate
until the maturity of such Securities. 
The method of computing interest on any Securities not bearing a fixed
rate of interest shall be set forth in a Company Order pursuant to Section 2.5
hereof.  Unless otherwise specified in a
Company Order pursuant to Section 2.5 hereof, principal, interest and
premium on the Securities shall be payable in the currency of the United
States.


 


 


7

















 


(f)            Except
as provided in the following sentence, the Person in whose name any Security is
registered at the close of business on any Regular Record Date or Special
Record Date with respect to an Interest Payment Date for such Security shall be
entitled to receive the interest payable on such Interest Payment Date
notwithstanding the cancellation of such Security upon any registration of
transfer, exchange or substitution of such Security subsequent to such Regular
Record Date or Special Record Date and prior to such Interest Payment
Date.  Any interest payable at maturity
shall be paid to the Person to whom the principal of such Security is payable.


 


(g)           The
Trustee (or any duly selected paying agent) shall provide to the Company during
each month that precedes an Interest Payment Date a list of the principal,
interest and premium to be paid on Securities on such Interest Payment Date;
provided, however, that any failure to receive such notice shall not relieve
the Company of its obligation to pay the principal, interest and premium on the
Securities when due.  The Trustee shall
assume responsibility for withholding taxes on interest paid as required by law
except with respect to any Global Security.


 


Section 2.5            Execution,
Authentication, Delivery And Dating.


 


(a)           The Securities shall be executed on behalf of the
Company by one of its Chairman, President, any Vice President, its Treasurer or
an Assistant Treasurer of the Company and attested by the Secretary or an
Assistant Secretary of the Company.  The
signature of any of these officers on the Securities may be manual or
facsimile.


 


(b)           Securities
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.


 


(c)           At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee for authentication, together with or preceded by one or more Company
Orders for the authentication and delivery of such Securities, and the Trustee
in accordance with any such Company Order shall authenticate and deliver such
Securities.  The Securities shall be issued
in series.  Such Company Order shall
specify the following with respect to each series of Securities: (i) any
limitations on the aggregate principal amount of the Securities to be issued as
part of such series, (ii) the Original Issue Date or Dates for such
series, (iii) the stated maturity or maturities of such series, (iv) the
interest rate or rates, or method of calculation of such rate or rates, for
such series and extent to which Additional Interest or other interest, if any,
shall be payable, the date or dates from which such interest shall accrue, and
the rights, if any, of the Company to defer or extend an Interest Payment Date,
(v) the terms and conditions, if any, regarding the optional or mandatory
redemption of such series, including redemption date or dates of such series,
if any, and the price or prices applicable to such redemption (including any
premium), (vi) the period or periods within which, the price or prices at
which and the terms and conditions upon which such Securities may be repaid, in
whole or in part, at the option of the Holder thereof, (vii) whether or
not the Securities of such series shall be issued in whole or in part in the
form of a Global Security and, if so, the Depository for such Global Security, (viii) the
designation of such series (which shall distinguish the Securities of the
series from all other Securities and which shall include the word “subordinated”
or a work of like meaning), (ix) if the form of the Securities of such
series is not as described in Exhibit A
or Exhibit B hereto, the form of the Securities of such series,
(x) the maximum annual interest rate, if any, of the Securities permitted
for such series, (xi) any other information necessary to complete the
Securities of such series, (xii) the establishment of any office or agency
pursuant to Section 5.2 hereof, (xiii) any deletions from, modifications
of or additions to the Events of Default or covenants of the Company with
respect to any of such series of Securities, whether or not such Events of
Default or covenants are consistent with the Events of Default or covenants set
forth herein, (xiv) whether any Securities of such series are subject to any
securities law or other restrictions on transfer, (xv) any deletions from,
modifications or additions to the provisions of Article IV in respect of
the Securities of such series, (xvi) if the provisions of Section 5.6
prohibiting the declaration or payment of dividends or distributions on, or
redemptions, purchases, acquisitions or liquidation payments with respect to,
shares of the Company’s Capital Stock shall not be applicable, and
(xvii) any other terms of such series not inconsistent with this
Indenture.  The Securities of all series
shall be subordinate to Senior Indebtedness of the Company as provided in Article XIV.  The applicable Board Resolution, Company
Order or supplemental indenture may provide that Securities of any particular
series may be issued at various times, with different dates on which the
principal or any installment of principal is payable, with different rates of
interest, if any, or different methods by which interest may be determined,
with different dates from which such interest shall accrue, with different
dates on which such 


 


8

















 


interest may be payable or with any different terms
other than Events of Default but all such Securities of a particular series
shall for all purposes under this Indenture including, but not limited to,
voting and Events of Default, be treated as Securities of a single series.  Unless otherwise expressly provided with
respect to a series of Securities, the aggregate principal amount of a series
of Securities may be increased and additional Securities of such series may be
issued up to the maximum aggregate principal amount authorized with respect to
such series as increased.


 


Prior
to authenticating Securities of any series, and in accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall receive from the Company the following at or before the issuance
of the initial Security of such series of Securities, and (subject to Section 8.1
hereof) shall be fully protected in relying upon:


 


(1)           A Board Resolution
authorizing such Company Order or Orders and, if the form of Securities is
established by a Board Resolution or a Company Order pursuant to a Board
Resolution, a copy of such Board Resolution;


 


(2)           an Opinion of
Counsel stating substantially the following subject to customary qualifications
and exceptions:


 


(A)          if the form of
Securities has been established by or pursuant to a Board Resolution, a Company
Order pursuant to a Board Resolution, or in a supplemental indenture as
permitted by Section 2.1 hereof, that such form has been established in
conformity with this Indenture;


 


(B)           that the Indenture
has been duly authorized, executed and delivered by the Company and constitutes
a valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms, except to the extent that enforcement thereof may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws of general application relating to or affecting the enforcement of
creditors and the application of general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity) and except
as enforcement of provisions of the Indenture may be limited by state laws
affecting the remedies for the enforcement of the security provided for in the
Indenture;


 


(C)           that such Securities
have been duly authorized and executed by the Company, and when authenticated
by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
binding obligations of the Company, enforceable in accordance with their terms,
except to the extent that enforcement thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws of general
application relating to or affecting the enforcement of creditors and the
application of general principles of equity (regardless of whether enforcement
is sought in a proceeding at law or in equity) and except as enforcement of
provisions of this Indenture may be limited by state laws affecting the
remedies for the enforcement of the security provided for in this Indenture;
and


 


(D)          that the issuance of
the Securities will not result in any default under this Indenture.


 


(3)           an Officers’
Certificate stating that (i) the Company is not, and upon the
authentication by the Trustee of the series of Securities, will not be in
default under any of the terms or covenants contained in the Indenture, and (ii) all
conditions that must be met by the Company to issue Securities under this
Indenture have been met.


 


(d)           The
Trustee shall have the right to decline to authenticate and deliver any
Security:


 


9

















 


(1)           if the issuance of
such Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner that is not reasonably acceptable to the Trustee;


 


(2)           if the Trustee,
being advised by counsel, determines that such action may not lawfully be
taken; or


 


(3)           if the Trustee in
good faith by its Board of Directors, executive officers or a trust committee
of directors and/or responsible officers determines that such action would
expose the Trustee to personal liability to Holders of any outstanding
Securities.


 


(e)           No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by the manual signature of an authorized officer, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture.


 


(f)            If all Securities of a series are not to be
authenticated and issued at one time, the Company shall not be required to
deliver the Company Order, Board Resolutions, Officers’ Certificate and Opinion
of Counsel (including any such that would be otherwise required pursuant to Section 15.5
hereof) described in Section 2.5(c) hereof at or prior to the
authentication of each Security of such series, if such items are delivered at
or prior to the time of authentication of the first Security of such series to be
authenticated and issued.  If all of the
Securities of a series are not authenticated and issued at one time, for each
issuance of Securities after the initial issuance of Securities, the Company
shall be required only to deliver to the Trustee the Security and a written
request (executed by one of the Chairman, the President, any Vice President,
the Treasurer, or an Assistant Treasurer, and the Secretary or an Assistant
Secretary of the Company) to the Trustee to authenticate such Security and to
deliver such Security in accordance with the instructions specified by such
request.  Any such request shall
constitute a representation and warranty by the Company that the statements
made in the Officers’ Certificate delivered to the Trustee prior to the authentication
and issuance of the first Security of such series are true and correct on the
date thereof as if made on and as of the date thereof.


 


Section 2.6            Exchange
And Registration Of Transfer Of Securities.


 


(a)           Subject
to Section 2.13 hereof, Securities of any series may be exchanged for one
or more new Securities of such series of any authorized denominations and of a
like aggregate principal amount, series and stated maturity and having the same
terms and Original Issue Date or Dates. 
Securities to be exchanged shall be surrendered at any of the offices or
agencies to be maintained pursuant to Section 5.2 hereof, and the Trustee
shall deliver in exchange therefor the Security or Securities which the
Securityholder making the exchange shall be entitled to receive.


 


(b)           The
Trustee shall keep, at one of said offices or agencies, a register or registers
in which, subject to such reasonable regulations as it may prescribe, the
Trustee shall register or cause to be registered Securities and shall register
or cause to be registered the transfer of Securities as provided in this Article II.  Such register shall be in written form or in
any other form capable of being converted into written form within a reasonable
time.  At all reasonable times, such
register shall be open for inspection by the Company.  Upon due presentment for registration of
transfer of any Security at any such office or agency, the Company shall
execute and the Trustee shall register, authenticate and deliver in the name of
the transferee or transferees one or more new Securities of any authorized
denominations and of a like aggregate principal amount, series and stated
maturity and having the same terms and Original Issue Date or Dates.


 


(c)           All
Securities presented for registration of transfer or for exchange, redemption
or payment shall be duly endorsed by, or be accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company and the Trustee
and duly executed by the Holder or the attorney in fact of such Holder duly
authorized in writing.


 


10






 


 


 












 


(d)           No
service charge shall be made for any exchange or registration of transfer of
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.


 


(e)           The
Trustee shall not be required to exchange or register a transfer of any
Securities selected, called or being called for redemption (including
Securities, if any, redeemable at the option of the Holder provided such
Securities are then redeemable at such Holder’s option) except, in the case of
any Security to be redeemed in part, the portion thereof not to be so redeemed.


 


(f)            If
the principal amount, and applicable premium, of part, but not all of a Global
Security is paid, then upon surrender to the Trustee of such Global Security,
the Company shall execute, and the Trustee shall authenticate, deliver and
register, a Global Security in an authorized denomination in aggregate
principal amount equal to, and having the same terms, Original Issue Date or
Dates and series as, the unpaid portion of such Global Security.


 


Section 2.7            Mutilated,
Destroyed, Lost Or Stolen Securities.


 


(a)           If
any temporary or definitive Security shall become mutilated or be destroyed,
lost or stolen, the Company shall execute, and upon its request the Trustee
shall authenticate and deliver, a new Security of like form and principal
amount and having the same terms and Original Issue Date or Dates and bearing a
number not contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen.  In every case the applicant
for a substituted Security shall furnish to the Company, the Trustee and any
paying agent or Authenticating Agent such security or indemnity as may be
required by them to save each of them harmless, and, in every case of
destruction, loss or theft of a Security, the applicant shall also furnish to
the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security and of the ownership thereof.


 


(b)           The
Trustee shall authenticate any such substituted Security and deliver the same
upon the written request or authorization of any officer of the Company.  Upon the issuance of any substituted
Security, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and
any other expenses connected therewith. 
If any Security which has matured, is about to mature, has been redeemed
or called for redemption shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substituted Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company, the Trustee and any paying agent or Authenticating Agent such security
or indemnity as may be required by them to save each of them harmless and, in
case of destruction, loss or theft, evidence satisfactory to the Company and
the Trustee of the destruction, loss or theft of such Security and of the
ownership thereof.


 


(c)           Every
substituted Security issued pursuant to this Section 2.7 by virtue of the
fact that any Security is mutilated, destroyed, lost or stolen shall constitute
an additional contractual obligation of the Company, whether or not such
destroyed, lost or stolen Security shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.  All Securities shall be held and owned upon
the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.


 


Section 2.8            Temporary Securities.  Pending the preparation of definitive
Securities, the Company may execute and the Trustee shall authenticate and
deliver temporary Securities (printed, lithographed or otherwise
reproduced).  Temporary Securities shall
be issuable in any authorized denomination and substantially in the form of the
definitive Securities but with such omissions, insertions and variations as may
be appropriate for temporary Securities, all as may be determined by the
Company.  Every such temporary Security
shall be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive Securities.  Without unreasonable delay the Company shall
execute and shall deliver to the Trustee definitive Securities and thereupon
any or all temporary Securities shall be surrendered in exchange therefor at
the corporate 


 


11

















 


trust office of the Trustee, and the Trustee shall
authenticate, deliver and register in exchange for such temporary Securities an
equal aggregate principal amount of definitive Securities.  Such exchange shall be made by the Company at
its own expense and without any charge therefor to the Securityholders.  Until so exchanged, the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities authenticated and delivered hereunder.


 


Section 2.9            Cancellation Of Securities Paid, Etc.  All Securities surrendered for the purpose of
payment, redemption, exchange or registration of transfer shall be surrendered
to the Trustee for cancellation and promptly canceled by it and no Securities
shall be issued in lieu thereof except as expressly permitted by this
Indenture.  The Company’s acquisition of
any Securities shall operate as a redemption or satisfaction of the
indebtedness represented by such Securities and such Securities shall be
surrendered by the Company to and canceled by the Trustee.


 


Section 2.10         Interest Rights Preserved.  Each Security delivered under this Indenture
upon transfer of or in exchange for or in lieu of any other Security shall
carry all the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security, and each such Security shall be so dated that
neither gain nor loss of interest shall result from such transfer, exchange or
substitution.


 


Section 2.11         Special Record Date.  If and to the extent that the Company fails
to make timely payment or provision for timely payment of interest on any
series of Securities (other than on an Interest Payment Date that is a maturity
date), that interest shall cease to be payable to the Persons who were the
Securityholders of such series at the applicable Regular Record Date.  In that event, when moneys become available
for payment of the interest, the Trustee shall (a) establish a date of
payment of such interest and a Special Record Date for the payment of that
interest, which Special Record Date shall be not more than 15 or fewer than
10 days prior to the date of the proposed payment and (b) mail notice
of the date of payment and of the Special Record Date not fewer than
10 days preceding the Special Record Date to each Securityholder of such
series at the close of business on the 15th day preceding the mailing at the
address of such Securityholder, as it appeared on the register for the
Securities.  On the day so established by
the Trustee the interest shall be payable to the Holders of the applicable
Securities at the close of business on the Special Record Date.


 


Section 2.12         Payment Of Securities.  Payment of the principal, interest and premium on all Securities shall be
payable as follows:


 


(a)           On
or before 11:30 a.m., New York City time, of the day on which payment of
principal, interest and premium is due on any Global Security pursuant to the
terms thereof, the Company shall deliver to the Trustee funds available on such
date sufficient to make such payment, by wire transfer of immediately available
funds or by instructing the Trustee to withdraw sufficient funds from an
account maintained by the Company with the Trustee or such other method as is
acceptable to the Trustee and the Depository. 
On or before Noon, New York City time, or such other time as shall be
agreed upon between the Trustee and the Depository, of the day on which any
payment of interest is due on any Global Security (other than at maturity) and
following receipt of the necessary funds from the Company, the Trustee shall
pay to the Depository such interest in same day funds.  On or before Noon, New York City time or such
other time as shall be agreed upon between the Trustee and the Depository, of
the day on which principal, interest payable at maturity and premium, if any,
is due on any Global Security and following receipt of the necessary funds from
the Company, the Trustee shall deposit with the Depository the amount equal to
the principal, interest payable at maturity and premium, if any, by wire
transfer into the account specified by the Depository.  As a condition to the payment, at maturity or
upon redemption, of any part of the principal of, interest on and applicable
premium of any Global Security, the Depository shall surrender, or cause to be
surrendered, such Global Security to the Trustee, whereupon a new Global
Security shall be issued to the Depository pursuant to Section 2.6(f) hereof.


 


(b)           With
respect to any Security that is not a Global Security, principal, applicable
premium and interest due at the maturity of the Security shall be payable in
immediately available funds when due upon presentation and surrender of such
Security at the corporate trust office of the Trustee or at the authorized
office of any paying agent.  Interest on
any Security that is not a Global Security (other than interest payable at
maturity) shall be paid to the Holder thereof as its name appears on the
register by check payable in clearinghouse funds; provided that if the Trustee
receives a written request from any Holder of Securities, the aggregate
principal amount of which 


 


12

















 


having the same Interest Payment Date equals or
exceeds $10,000,000, on or before the applicable Regular Record Date for such
Interest Payment Date, interest shall be paid by wire transfer of immediately
available funds to a bank within the continental United States designated by
such Holder in its request or by direct deposit into the account of such Holder
designated by such Holder in its request if such account is maintained with the
Trustee or any paying agent.


 


Section 2.13         Securities
Issuable In The Form Of A Global Security.


 


(a)           If
the Company shall establish pursuant to Section 2.5 hereof that the
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 2.5 hereof and the Company Order
delivered to the Trustee thereunder, authenticate and deliver such Global
Security or Securities, which (i) shall represent, shall be denominated in
an amount equal to the aggregate principal amount of, and shall have the same
terms as, the outstanding Securities of such series to be represented by such
Global Security or Securities, (ii) shall be registered in the name of the
Depository or its nominee, (iii) shall be delivered by the Trustee to the
Depository or pursuant to the Depository’s instruction and (iv) shall bear
a legend substantially to the following effect: “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” or such other legend as may be
required by the rules and regulations of the Depository.


 


(b)           Notwithstanding
any other provision of Section 2.6 hereof or of this Section 2.13,
unless the terms of a Global Security expressly permit such Global Security to
be exchanged in whole or in part for individual Securities, a Global Security
may be transferred, in whole but not in part, only as described in the legend
thereto.


 


(c)           (i) If
at any time the Depository for a Global Security notifies the Company that it
is unwilling or unable to continue as Depository for such Global Security or if
at any time the Depository for the 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 such Global Security.  If a successor Depository for such 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 pursuant to Section 2.5(c)(vii) hereof shall no longer be
effective with respect to the series of Securities evidenced by such Global
Security and the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Securities of
such series in exchange for such Global Security, shall authenticate and
deliver, individual Securities of such series of like tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of the Global Security in exchange for such Global Security.  The Trustee shall not be charged with
knowledge or notice of the ineligibility of a Depository unless a responsible
officer assigned to and working in its corporate trustee administration
department shall have actual knowledge thereof.


 


(ii)           The Company may at any time and in
its sole discretion determine that all outstanding (but not less than all)
Securities of a series 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 in exchange for such
Global Security, shall authenticate and deliver individual Securities 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.


 


13

















 


(iii)          In any exchange provided for in any of
the preceding two paragraphs, the Company will execute and the Trustee will
authenticate and deliver individual Securities in definitive registered form in
authorized denominations.  Upon the
exchange of a Global Security for individual Securities, such Global Security
shall be canceled by the Trustee. 
Securities issued in exchange for a Global Security pursuant to this Section 2.13
shall be registered in such names and in such authorized denominations as the
Depository for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.  The Trustee shall deliver such Securities to
the Depository for delivery to the Persons in whose names such Securities are
so registered, or if the Depository shall refuse or be unable to deliver such
Securities, the Trustee shall deliver such Securities to the Persons in whose
names such Securities are registered, unless otherwise agreed upon between the
Trustee and the Company, in which event the Company shall cause the Securities
to be delivered to the Persons in whose names such Securities are registered.


 


(d)           Neither
the Company, the Trustee, any Authenticating Agent nor any paying agent shall
have any responsibility or liability for any aspect of the records relating to,
or payments made on account of, beneficial ownership interests of a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interest.


 


(e)           Pursuant
to the provisions of this subsection, at the option of the Trustee and upon
30 days’ written notice to the Depository but not prior to the first
Interest Payment Date of the respective Global Securities, the Depository shall
be required to surrender any two or more Global Securities which have identical
terms, including, without limitation, identical maturities, interest rates and
redemption provisions (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
each applicable Original Issue Date and the principal amount applicable to each
such Original Issue Date.  The exchange
contemplated in this subsection shall be consummated at least 30 days
prior to any Interest Payment Date applicable to any of the Global Securities
surrendered to the Trustee.  Upon any
exchange of any Global Security with two or more Original Issue Dates, whether
pursuant to this Section 2.13 or pursuant to Section 2.6 or Section 3.3
hereof, the aggregate principal amount of the Securities with a particular
Original Issue Date shall be the same before and after such exchange, after
giving effect to any retirement of Securities and the Original Issue Dates
applicable to such Securities occurring in connection with such exchange.


 


Section 2.14         Deferrals of Interest Payment Dates.  If
specified as contemplated by Section 2.1 or Section 2.5 with respect
to the Securities of a particular series, so long as no Event of Default has
occurred and is continuing with respect to such series of Securities, the
Company shall have the right, at any time during the term of such series, from
time to time to defer the payment of interest on such Securities for such
period or periods as may be specified as contemplated by Section 2.1 or Section 2.5
(each, an “Extension Period”)
during which Extension Periods the Company shall have the right to make partial
payments of interest on any Interest Payment Date.  The Company shall give the Trustee written
notice of its election to make partial payments of interest at least 5 Business
Days prior to the applicable Interest Payment Date.  No Extension Period shall end on a date other
than an Interest Payment Date or extend beyond the stated maturity.  Except as otherwise contemplated in Section 2.1
or Section 2.5, at the end of any such Extension Period the Company shall
pay all interest then accrued and unpaid on such Securities (together with
Additional Interest or other interest thereon, if any, at the rate specified
for the Securities of such series to the extent permitted by applicable law).


 


Section 2.15         Agreed Tax Treatment.  Each
Security issued hereunder shall provide that the Company and, by its acceptance
of a Security or a beneficial interest therein, the Holder of, and any Person
that acquires a beneficial interest in, such Security agree that for United
States federal, state and local tax purposes it is intended that such Security
constitute indebtedness.


 


Section 2.16         CUSIP and Other Numbers.  The
Company in issuing the Securities may use “CUSIP” numbers, ISIN numbers or
other similar identifiers (if then generally in use), and, if so, the Trustee
shall use such numbers in notices of redemption as a convenience to Holders of
Securities; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any
such redemption shall not be affected by any defect in or omission of such 


 


14

















 


numbers.  The
Company will promptly notify the Trustee of any change in CUSIP, ISIN or other
numbers assigned to the Securities.


 


ARTICLE III

REDEMPTION OF SECURITIES


 


Section 3.1            Applicability Of Article.  Such of the Securities as are, by their
terms, redeemable prior to their stated maturity date at the option of the
Company, may be redeemed by the Company at such times, in such amounts and at
such prices as may be specified therein and in accordance with the provisions
of this Article III.


 


Section 3.2            Notice
Of Redemption; Selection Of Securities.


 


(a)           The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution which shall be given with notice of redemption to the Trustee at
least 45 days (or such shorter period acceptable to the Trustee in its
sole discretion) prior to the redemption date specified in such notice.


 


(b)           Notice
of redemption to each Holder of Securities to be redeemed as a whole or in part
shall be given by the Trustee, in the manner provided in Section 15.10
hereof, no less than 30 or more than 60 days prior to the date fixed for
redemption.  Any notice which is given in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Securityholder receives the notice.  In any case, failure duly to give such
notice, or any defect in such notice, to the Holder of any Security designated
for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.


 


(c)           Each
such notice shall identify the Securities to be redeemed and shall specify the
date fixed for redemption, the places of redemption and the redemption price at
which such Securities are to be redeemed, and shall state that payment of the
redemption price of such Securities or portion thereof to be redeemed will be
made upon surrender of such Securities at such places of redemption, that
interest accrued (including any Additional Interest or other interest) to the
date fixed for redemption will be paid as specified in such notice, and that
from and after such date interest thereon shall cease to accrue.  If less than all of a series of Securities
having the same terms are to be redeemed, the notice shall specify the Securities
or portions thereof to be redeemed.  If
any Security is to be redeemed in part only, the notice which relates to such
Security shall state the portion of the principal amount thereof to be
redeemed, and shall state that, upon surrender of such Security, a new Security
or Securities having the same terms in aggregate principal amount equal to the
unredeemed portion thereof will be issued.


 


(d)           Unless
otherwise provided by a supplemental indenture or Company Order under Section 2.5
hereof, if less than all of a series of Securities is to be redeemed, the
Trustee shall select in such manner as it shall deem appropriate and fair in
its discretion the particular Securities to be redeemed in whole or in part and
shall thereafter promptly notify the Company in writing of the Securities so to
be redeemed.  If less than all of a
series of Securities represented by a Global Security is to be redeemed, the
particular Securities or portions thereof of such series to be redeemed shall
be selected by the Depository for such series of Securities in such manner as
the Depository shall determine. 
Securities shall be redeemed only in minimum denominations of $1,000 (or
as otherwise specified for a series of Securities), provided that any remaining
principal amount of a Security redeemed in part shall be a denomination
authorized under this Indenture.


 


(e)           If
at the time of the mailing of any notice of redemption the Company shall not
have irrevocably directed the Trustee to apply funds deposited with the Trustee
or held by it and available to be used for the redemption of Securities to
redeem all the Securities called for redemption, such notice, at the election
of the Company, may state that it is subject to the receipt of the redemption
moneys by the Trustee before the date fixed for redemption and that such notice
shall be of no effect unless such moneys are so received before such date.


 


Section 3.3            Payment
Of Securities On Redemption; Deposit Of Redemption Price.


 


(a)           If
notice of redemption for any Securities shall have been given as provided in Section 3.2
hereof and such notice shall not contain the language permitted at the Company’s
option under Section 3.2(e) hereof, such Securities or portions of
Securities called for redemption shall become due and payable on the date and
at the places 


 


15

















 


stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption of such
Securities.  Interest on the Securities
or portions thereof so called for redemption shall cease to accrue and such
Securities or portions thereof shall be deemed not to be entitled to any
benefit under this Indenture except to receive payment of the redemption price
together with interest accrued thereon to the date fixed for redemption or as
provided in Article IV.  Upon
presentation and surrender of such Securities at such a place of payment in
such notice specified, such Securities or the specified portions thereof shall
be paid and redeemed at the applicable redemption price, together with interest
accrued thereon to the date fixed for redemption.


 


(b)           If
notice of redemption shall have been given as provided in Section 3.2
hereof and such notice shall contain the language permitted at the Company’s
option under Section 3.2(e) hereof, such Securities or portions of
Securities called for redemption shall become due and payable on the date and
at the places stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption of such
Securities, and interest on the Securities or portions thereof so called for
redemption shall cease to accrue and such Securities or portions thereof shall
be deemed not to be entitled to any benefit under this Indenture except to
receive payment of the redemption price together with interest accrued thereon
to the date fixed for redemption; provided that, in each case, the Company
shall have deposited with the Trustee or a paying agent on or prior to such
redemption date an amount sufficient to pay the redemption price together with
interest accrued to the date fixed for redemption.  Upon the Company making such deposit and,
upon presentation and surrender of such Securities at such a place of payment
in such notice specified, such Securities or the specified portions thereof
shall be paid and redeemed at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption.  If the Company shall not make such deposit on
or prior to the redemption date, the notice of redemption shall be of no force
and effect and the principal on such Securities or specified portions thereof
shall continue to bear interest as if the notice of redemption had not been
given.


 


(c)           No
notice of redemption of Securities shall be mailed during the continuance of
any Event of Default, except (i) that, when notice of redemption of any
Securities has been mailed, the Company shall redeem such Securities but only
if funds sufficient for that purpose have prior to the occurrence of such Event
of Default been deposited with the Trustee or a paying agent for such purpose,
and (ii) that notices of redemption of all outstanding Securities may be
given during the continuance of an Event of Default.


 


(d)           Upon
surrender of any Security redeemed in part only, the Company shall execute, and
the Trustee shall authenticate, deliver and register, a new Security or
Securities of authorized denominations in aggregate principal amount equal to,
and having the same terms, Original Issue Date or Dates and series as, the
unredeemed portion of the Security so surrendered.


 


ARTICLE
IV

SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS


 


Section 4.1            Satisfaction and Discharge of Indenture.  If at any time:


 


(a)          the
Company shall have paid or caused to be paid the principal of and premium, if
any, and interest on all the outstanding Securities of any series, as and when
the same shall have become due and payable;


 


(b)          the
Company shall have delivered to the Trustee for cancellation all outstanding Securities
of such series; or


 


(c)          the
Company shall have irrevocably deposited or caused to be irrevocably deposited
with the Trustee as trust funds the entire amount in (i) cash, (ii) U.S.
Government Obligations maturing as to principal and interest in such amounts
and at such times as will insure the availability of cash, or (iii) a
combination of cash and U.S. Government Obligations, in any case sufficient,
without reinvestment, as certified by an independent public accounting firm of
national reputation in a written certification delivered to the Trustee, to pay
at maturity or the applicable redemption date (provided that notice of
redemption shall have been duly given or irrevocable provision satisfactory to
the Trustee shall have been duly made for the giving of any notice of
redemption) all outstanding Securities of such series, including principal and
any premium and interest due or to become due to such date of maturity, as the
case may be and, unless all outstanding Securities of such series are to be due
within 90 days of such deposit by redemption or otherwise, shall also deliver
to the Trustee an Opinion of Counsel to the effect that the 


 


16

















 


Company has received from, or there has been published
by, the Internal Revenue Service a ruling or similar pronouncement by the
Internal Revenue Service or that there has been a change of law, in either case
to the effect that the Holders of the Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such defeasance or discharge of the Indenture and holders will be subject to
tax in the same manner, in the same amounts and at the same time as would have
been the case absent such defeasance, and if, in any such case, the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company, then this Indenture shall cease to be of further effect (except as to (A) rights
of registration of transfer and exchange of Securities of such series, (B) substitution
of mutilated, defaced, destroyed, lost or stolen Securities of such series, (C) rights
of Holders of Securities of such series to receive payments of principal
thereof, and any premium and interest thereon, upon the original stated due dates
therefor or upon the applicable redemption date (but not upon acceleration of
maturity) from the moneys and U.S. Government Obligations held by the Trustee
pursuant to Section 4.2 hereof, (D) the rights and immunities of the
Trustee hereunder, (E) the rights of the Holders of Securities of such
series as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them, (F) the obligations and rights
of the Trustee and the Company under Section 4.4 hereof, and (G) the
duties of the Trustee with respect to any of the foregoing), and the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by, and its obligations under, the Securities of such series, and the Trustee,
on demand of the Company and at the cost and expense of the Company, shall
execute proper instruments acknowledging such satisfaction of and discharging
this Indenture with respect to the Securities of such series and the Trustee
shall at the request of the Company return to the Company all property and
money held by it under this Indenture with respect to the Securities of such
series and determined by it from time to time in accordance with the
certification pursuant to this Section 4.1(c) to be in excess of the
amount required to be held under this Section 4.1.


 


If the
Securities of such series are deemed to be paid and discharged pursuant to Section 4.1(c) hereof,
within 15 days after such Securities are so deemed to be paid and discharged,
the Trustee shall cause a written notice provided by the Company to be given to
each Holder in the manner provided by Section 15.10 hereof. The notice
shall: (i) state that such Securities are deemed to be paid and
discharged; (ii) set forth a description of any U.S. Government Obligations
and cash held by the Trustee as described above; and (iii) if any such
Securities will be called for redemption, specify the date or dates on which
such Securities are to be called for redemption.


 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to the Securities
of any or all series, the obligations of the Company to the Trustee under Section 8.6
hereof shall survive.


 


Section 4.2            Deposited Moneys To Be Held In Trust By
Trustee.  All moneys
and U.S. Government Obligations deposited with the Trustee pursuant to Section 4.1
hereof, shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Company acting as its own
paying agent), to the Holders of the particular Securities for the payment or
redemption of which such moneys and U.S. Government Obligations have been
deposited with the Trustee of all sums due and to become due thereon for
principal and premium, if any, and interest.


 


Section 4.3            Paying Agent To Repay Moneys Held.  Upon the satisfaction and discharge of this
Indenture with respect to Securities of any series, all moneys then held by any
paying agent for such Securities (other than the Trustee) shall, upon written
demand by an Authorized Agent, be repaid to the Company or paid to the Trustee,
and thereupon such paying agent shall be released from all further liability
with respect to such moneys.


 


Section 4.4            Return Of Unclaimed Moneys.  Subject to the requirements of applicable
law, any moneys deposited with or paid to the Trustee for payment of the
principal of or any premium or interest on any Securities and not applied but
remaining unclaimed by the Holders of such Securities for two years after the
date upon which the principal of or any premium or interest on such Securities,
as the case may be, shall have become due and payable, shall be repaid to the
Company by the Trustee on written demand by an Authorized Agent, and all
liability of the Trustee shall thereupon cease; and any Holder of any of such
Securities shall thereafter look only to the Company for any payment which such
Holder may be entitled to collect.


 


17

















 


ARTICLE V

PARTICULAR COVENANTS OF THE COMPANY


 


Section 5.1            Payment Of Principal, Premium And Interest.  The Company covenants and agrees for the
benefit of the Holders of the Securities of any series that it will duly and
punctually pay or cause to be paid the principal of and any premium and
interest (including any Additional Interest) on such Securities at the places,
at the respective times and in the manner provided in such Securities or in
this Indenture.


 


Section 5.2            Office For Notices And Payments, Etc.  So long as any of the Securities of any
series remain outstanding, the Company at its option may cause to be maintained
in the Borough of Manhattan, the City and State of New York, or elsewhere, an
office or agency where the Securities of such series may be presented for
registration of transfer and for exchange as in this Indenture provided, and
where, at any time when the Company is obligated to make a payment of principal
and premium upon such Securities, the Securities of such series may be
surrendered for payment, and may maintain at any such office or agency and at
its principal office an office or agency where notices and demands to or upon
the Company in respect of such Securities or of this Indenture may be
served.  The designation of any such
office or agency shall be made by Company Order pursuant to Section 2.5
hereof or at any subsequent time pursuant to this Section 5.2 hereof.  The Company will give to the Trustee written
notice of the location of each such office or agency and of any change of
location thereof.  If the Company shall
fail to give such notice of the location or of any change in the location of
any such office or agency, presentations may be made and notices and demands
may be served at the corporate trust office of the Trustee.


 


Section 5.3            Appointments To Fill Vacancies In Trustee’s
Office.  The Company,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Section 8.11 hereof, a Trustee, so that
there shall at all times be a Trustee hereunder.


 


Section 5.4            Provision As To Paying Agent.  The Trustee shall be the paying agent for the
Securities and, at the option of the Company, the Company may appoint
additional paying agents (including without limitation itself).  Whenever the Company shall appoint an
additional paying agent, it shall cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to this Section 5.4:


 


(1)           that it will hold in
trust for the benefit of the Holders and the Trustee all sums held by it as
such agent for the payment of the principal of and any premium or interest on
the Securities (whether such sums have been paid to it by the Company or by any
other obligor on such Securities) in trust for the benefit of the Holders of
such Securities;


 


(2)           that it will give to
the Trustee notice of any failure by the Company (or by any other obligor on
such Securities) to make any payment of the principal of and any premium or
interest on such Securities when the same shall be due and payable; and


 


(3)           that it will at any time
during the continuance of any such failure, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such paying
agent.


 


If the
Company shall act as its own paying agent with respect to any series of
Securities, it will, on or before each due date of the principal of and any
premium or interest on such Securities, set aside, segregate and hold in trust
for the benefit of the Holders of such Securities a sum sufficient to pay such
principal and any premium or interest so becoming due and will notify the
Trustee of any failure by it to take such action and of any failure by the
Company (or by any other obligor on such Securities) to make any payment of the
principal of and any premium or interest on such Securities when the same shall
become due and payable.


 


Whenever
the Company shall have one or more paying agents, it will, on or prior to each
due date of the principal of (and premium, if any) or interest, if any, on any
series of Securities, deposit with such paying agent a sum sufficient to pay
the principal (and premium, if any) or interest, if any, so becoming due, such
sum to be held in trust for the benefit of the Persons entitled to such
principal, premium or interest, if any, and (unless such paying agent is the
Trustee) the Company shall promptly notify the Trustee of any failure on its
part to so act.


 


18

















 


Anything
in this Section 5.4 to the contrary notwithstanding, the Company may, at
any time, for the purpose of obtaining a satisfaction and discharge of this
Indenture, or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust by it or any paying agent hereunder, as required by this Section 5.4,
such sums to be held by the Trustee upon the trusts herein contained.


 


Anything
in this Section 5.4 to the contrary notwithstanding, the agreement to hold
sums in trust as provided in this Section 5.4 is subject to
Sections 4.3 and 4.4 hereof.


 


Section 5.5            Certificates And Notice To Trustee.  The Company shall, on or before May 1 of
each year, beginning in 2008, deliver to the Trustee a certificate from its
principal executive officer, principal financial officer, principal accounting
officer, treasurer or assistant treasurer covering the preceding calendar year
and stating whether or not, to the knowledge of such party, the Company has
complied with all conditions and covenants under this Indenture, and, if not,
describing in reasonable detail any failure by the Company to comply with any such
conditions or covenants.  For purposes of
this Section 5.5, compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.


 


Section 5.6            Additional Covenants.   The Company covenants and agrees, to the
extent not excluded from the terms of the series of Securities pursuant to Section 2.5(c)(xvi)
hereof, with each Holder of the Securities of any series issued hereunder, that
unless the Company shall have paid all accrued and payable interest on the
Securities of such series, except as provided below, it 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 such 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 such 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 Extension 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 such series is deferred
as provided in Section 2.14; (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 such 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.


 


ARTICLE VI

SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section 6.1            Securityholder
Lists.


 


(a)           The
Company shall furnish or cause to be furnished to the Trustee semiannually, not
later than the earlier to occur of (i) five days after each Regular Record
Date for each Interest Payment Date that is not a maturity 


 


19

















 


date and (ii) the Business Day prior to such
Interest Payment Date, and at such other times as such Trustee may request in
writing, within 30 days after receipt by the Company of any such request,
a list in such form as the Trustee may reasonably require containing all the
information in the possession or control of the Company, or any paying agents
other than the Trustee, as to the names and addresses of the Holders of
Securities, obtained since the date as of which the next previous list, if any,
was furnished.  Any such list may be
dated as of a date not more than 15 days prior to the time such
information is furnished or caused to be furnished and need not include
information received after such date; provided that as long as the Trustee is
the registrar for the Securities, no such list shall be required to be
furnished.  The Trustee shall preserve any
list provided to it pursuant to this Section 6.1 until such time as the
Company or any paying agent, as applicable, shall provide it with a more recent
list.


 


(b)           Within
five Business Days after the receipt by the Trustee of a written application by
any three or more Holders stating that the applicants desire to communicate
with other Holders with respect to their rights under the Indenture or under
the Securities, and accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, and by reasonable
proof that each such applicant has owned a Security for a period of at least
six months preceding the date of such application, the Trustee shall, at its
election, either:


 


(1)            afford to such applicants access to
all information furnished to or received by the Trustee pursuant to Section 6.1(a) hereof
or, if applicable, in its capacity as registrar to the Securities; or


 


(2)            inform such applicants as to the
approximate number of Holders according to the most recent information
furnished to or received by the Trustee under Section 6.1(a) hereof
or if applicable in its capacity as registrar for the Securities, and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.


 


If the
Trustee shall elect not to afford such applicants access to such information,
the Trustee shall, upon the written request of such applicants, mail to each
Holder of Securities a copy of the form of proxy or other communication which
is specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of such mailing, unless within five
Business Days after such tender the Trustee shall mail to such applicants and
file with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interests of the Holders or would be in
violation of applicable law.  Such
written statement shall specify the basis of such opinion.  If the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections
so sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all Holders with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.


 


(c)           Every
Holder of a Security, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any paying
agent nor any Authenticating Agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with this Section 6.1, regardless of the source from which
such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
this Section 6.1.


 


Section 6.2            Securities And Exchange
Commission Reports.


 


The
Company shall:


 


(a)           file
with the Trustee, within 15 days after the Company has filed the same with
the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which
the Company may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934; or, if the
Company is not required to file information, documents or reports pursuant to
either of said Sections, then it will file with the Trustee and the Commission,
in accordance with rules and regulations prescribed


 


20
















from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a security listed and registered on a national securities exchange
as may be prescribed from time to time in such rules and regulations;


 


(b)           file
with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from
time to time by such rules and regulations, including, in the case of
annual reports, if required by such rules and regulations, certificates or
opinions of independent public accountants, conforming to the requirements of Section 15.5,
as to compliance with conditions or covenants, compliance with which is subject
to verification by accountants; and


 


(c)           transmit
by mail to all Holders, as their names and addresses appear in the register,
within 30 days after the filing thereof with the Trustee, such summaries
of any information, documents and reports required to be filed by the Company
pursuant to paragraphs (a) and (b) of this Section 6.2 as may be
required by rules and regulations prescribed from time to time by the
Commission.


 


Section 6.3            Reports By The Trustee.


 


(a)           Within
60 days after July 15 of each year, beginning with the July 15
after the first issuance of Securities hereunder, the Trustee shall transmit by
mail a brief report dated as of such date that complies with Section 313(a) of
the TIA (to the extent required by such Section).


 


(b)           The
Trustee shall from time to time transmit by mail brief reports that comply,
both in content and date of delivery, with Section 313(b) of the TIA
(to the extent required by such Section).


 


(c)           A
copy of each such report filed pursuant to this Section 6.3 shall, at the
time of such transmission to such Holders, be filed by the Trustee with each
securities exchange upon which any Securities are listed and also with the
Commission.  The Company will notify the
Trustee promptly upon the listing of such Securities on any securities
exchange.


 


(d)           Reports
pursuant to this Section 6.3 shall be transmitted:


 


(1)           by mail to all
Holders of Securities, as their names and addresses appear in the register for
the Securities;


 


(2)           by mail to such
Holders of Securities as have, within the two years preceding such
transmission, filed their names and addresses with the Trustee for such
purpose;


 


(3)           by mail, except in
the case of reports pursuant to Section 6.3(b) and (c) hereof,
to all Holders of Securities whose names and addresses have been furnished to
or received by the Trustee pursuant to Section 6.1 hereof; and


 


(4)           at the time such
report is transmitted to the Holders of the Securities, to each securities
exchange on which Securities are listed and also with the Commission.


 


ARTICLE
VII

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENTS OF DEFAULT


 


Section 7.1            Events Of Default.


 


(a)           If
one or more of the following Events of Default with respect to the Securities
of any series shall have occurred and be continuing:


 


 


21

















 


(1)           default in the
payment of any installment of interest upon any of the Securities of such
series as and when the same shall become due and payable, and continuance of
such default for a period of 30 days (subject to the deferral of any due
date in the case of an Extension Period);


 


(2)           default in the
payment of the principal of or any premium on any of the Securities of such
series as and when the same shall become due and payable and continuance of
such default for five days;


 


(3)           failure on the part
of the Company duly to observe or perform any other of the covenants or
agreements on the part of the Company contained in the Securities of such
series or in this Indenture (other than a covenant or agreement that has been
expressly included in this Indenture solely for the benefit of one or more
series of Securities other than such series) for a period of 90 days after
the date on which written notice of such failure, requiring the same to be
remedied and stating that such notice is a “Notice of Default” hereunder, shall
have been given to the Company by the Trustee by registered mail, or to the
Company and the Trustee by the Holders of at least 33% in aggregate principal
amount of the Securities of such series at the time outstanding;


 


(4)           the entry of a
decree or order by a court having jurisdiction over the Company for relief in
respect of the Company under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or similar official of
the Company or of any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, and the continuance of any such decree
or order unstayed and in effect for a period of 90 consecutive days;


 


(5)           the filing by the
Company with respect to itself or its property of a petition or answer or
consent seeking relief under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or the consent by it to the
institution of proceedings thereunder or to the filing of any such petition or
to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Company or of
any substantial part of its property, or the failure of the Company generally
to pay its debts as such debts become due, or the taking of corporate action by
the Company to effectuate any such action; or


 


(6)           any other Event of
Default specified with respect to Securities of any series pursuant to Section 2.5
hereof;


 


then and in each and every such case, unless the principal of all of
the Securities shall have already become due and payable, either the Trustee or
the Holders of at least 25% in aggregate principal amount of the Securities of
such series then outstanding, by notice in writing to the Company (and to the
Trustee if given by Securityholders), may declare the principal of all the
Securities of such series to be due and payable immediately and upon any such
declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Securities of such series contained to the
contrary notwithstanding.


 


                The foregoing
paragraph, however, is subject to the condition that if, at any time after the
principal of the Securities of any series shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, (i) the
Holders of a majority in aggregate principal amount of the Securities of such
series then outstanding, by notice in writing to the Trustee, rescind an
acceleration and (ii) the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
of the Securities of such series and the principal of and any premium on any
and all Securities of such series which shall have become due otherwise than by
acceleration (with interest on overdue installments of interest, to the extent
that payment of such interest is enforceable under applicable law, and on such
principal and applicable premium at the rate borne by the Securities of such
series to the date of such payment or deposit) and all sums paid or advanced by
the Trustee hereunder, the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 8.6 hereof, and any and all defaults under this
Indenture, other than the non-payment of principal of and accrued interest on
Securities of such series which shall have become due solely by acceleration of
maturity, shall have been cured or waived, then and in every such case such
Holders’ rescission or payment or deposit shall cause 


 


 


22

















 


an automatic waiver of the Event of Default and its consequences and
shall cause an automatic rescission and annulment of the acceleration of the
Securities of such series; but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default, or shall impair any right
consequent thereon.


 


(b)           If
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company and the
Trustee shall be restored respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceeding had been taken.


 


Section 7.2            Payment Of Securities On Default;
Suit Therefor.


 


(a)           The
Company covenants with respect to the Securities of any series that in case of:


 


(1)           default in the
payment of any installment of interest upon any of the Securities of such
series as and when the same shall become due and payable, and continuance of
such default for a period of 30 days (subject to the deferral of any due
date in the case of an Extension Period); or


 


(2)           default in the
payment of the principal of or any premium on any of the Securities of such
series as and when the same shall have become due and payable whether at the
stated maturity thereof, upon redemption thereof (provided that such redemption
is not conditioned upon the deposit of sufficient moneys for such redemption),
upon declaration of acceleration or otherwise,


 


then, upon demand of the Trustee, the Company shall pay to the Trustee,
for the benefit of the Holders of the Securities of such series, the whole
amount that then shall have so become due and payable on all such Securities
for principal and any premium or interest, or both, as the case may be, with
interest upon the overdue principal and any premium and (to the extent that
payment of such interest is enforceable under applicable law) upon the overdue
installments of interest at the rate borne by such Securities; and, in addition
thereto, such further amounts as shall be sufficient to cover the costs and
expenses of collection, including reasonable compensation to the Trustee, its
agents, attorneys and counsel, any expenses or liabilities incurred by the
Trustee hereunder other than through its negligence or bad faith, and any other
amounts due the Trustee under Section 8.6 hereof.


 


(b)           If
the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any actions or proceedings at law or in equity for
the collection of the sums so due and unpaid, and may enforce any such judgment
or final decree against the Company or any other obligor on such Securities and
collect in the manner provided by law out of the property of the Company or any
other obligor on such Securities wherever situated, the moneys adjudged or
decreed to be payable.


 


(c)           If there
shall be pending proceedings for the bankruptcy or for the reorganization of
the Company or any other obligor on the Securities under the United States
Bankruptcy Code or any other applicable law, or in case a receiver or trustee
shall have been appointed for the property of the Company or such other
obligor, or in the case of any similar judicial proceedings relative to the
Company or other obligor upon the Securities, or to the creditors or property
of the Company or such other obligor, the Trustee, irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand pursuant to this Section 7.2, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove
a claim or claims for the whole amount of principal and any premium and
interest owing and unpaid in respect of the Securities, and, in case of any
judicial proceedings, to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any amounts due to the Trustee under Section 8.6
hereof) and of the Holders of Securities allowed in such judicial proceedings
relative to the Company or any other obligor on the Securities, its or their
creditors, or its or their property, and to collect and receive any moneys or
other property payable or deliverable on any such claims, and to distribute the
same after the deduction of its charges and expenses.


 


 


23

















 


(d)           All
claims and rights of action under this Indenture, or under any of the
Securities, may be enforced by the Trustee without the possession of any of the
Securities, or the production thereof in any trial or other proceeding relative
thereto, and any such suit or proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall be for the ratable benefit of the Holders of the Securities in
respect of which such action was taken.


 


(e)           Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent or to accept or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of any series
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Securityholder in any such proceeding.


 


Section 7.3            Application Of Moneys Collected By Trustee.  Any moneys or properties collected by the
Trustee with respect to any of the Securities pursuant to this Article shall
be applied in the order following, at the date or dates fixed by the Trustee
for the distribution of such moneys, upon presentation of the several
Securities, and stamping thereon the payment, if only partially paid, and upon
surrender thereof if fully paid.


 


FIRST:  To the payment of all amounts due to the
Trustee pursuant to Section 8.6 hereof;


 


SECOND:  If the principal of the outstanding
Securities in respect of which such moneys have been collected shall not have
become due and be unpaid, to the payment of interest on the Securities, in the
order of the maturity of the installments of such interest, with interest (to
the extent allowed by law and to the extent that such interest has been
collected by the Trustee) upon the overdue installments of interest at the rate
borne by the Securities, such payments to be made ratably to the Persons
entitled thereto, and then to the payment to the Holders entitled thereto of
the unpaid principal of and applicable premium on any of the Securities which
shall have become due (other than Securities previously called for redemption
for the payment of which moneys are held pursuant to the provisions of this
Indenture), whether at stated maturity or by redemption, in the order of their
due dates, beginning with the earliest due date, and if the amount available is
not sufficient to pay in full all Securities due on any particular date, then
to the payment thereof ratably, according to the amounts of principal and
applicable premium due on that date, to the Holders entitled thereto, without
any discrimination or privilege;


 


THIRD:  If the principal of the outstanding Securities
in respect of which such moneys have been collected shall have become due, by
declaration or otherwise, to the payment of the whole amount then owing and
unpaid upon the Securities for principal and any premium and interest thereon,
with interest on the overdue principal and any premium and (to the extent
allowed by law and to the extent that such interest has been collected by the
Trustee) upon overdue installments of interest at the rate borne by the
Securities; and in case such moneys shall be insufficient to pay in full the
whole amount so due and unpaid upon the Securities, then to the payment of such
principal and any premium and interest without preference or priority of
principal and any premium over interest, or of interest over principal and any
premium or of any installment of interest over any other installment of
interest, or of any Security over any other Security, ratably to the aggregate
of such principal and any premium and accrued and unpaid interest; and


 


FOURTH:  to the payment of the remainder, if any, to
the Company or its successors or assigns, or to whomsoever may lawfully be
entitled to the same, or as a court of competent jurisdiction may determine.


 


Section 7.4            Proceedings By Securityholders.


 


(a)           No
Holder of any Security shall have any right by virtue of or by availing of any
provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
such Holder previously shall have given to the Trustee written notice of an
Event of Default with respect to such Security and of the continuance thereof,
as hereinabove provided, and unless also Securityholders of a majority in
aggregate principal amount of the Securities of such series then outstanding
affected by such Event of Default shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute
any such action, suit or proceeding.


 


 


24

















 


(b)           Notwithstanding
any other provision in this Indenture, however, the rights of any Holder of any
Security to receive payment of the principal of and any premium and interest on
such Security, on or after the respective due dates expressed in such Security
or on the applicable redemption date, or to institute suit for the enforcement
of any such payment on or after such respective dates shall not be impaired or
affected without the consent of such Holder.


 


Section 7.5            Proceedings By Trustee.  In case of an Event of Default hereunder the
Trustee may in its discretion proceed to protect and enforce the rights vested
in it by this Indenture, by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any of such rights,
either by suit in equity or by action at law or by proceeding in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted to
it under this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.


 


Section 7.6            Remedies Cumulative And Continuing.  All powers and remedies given by this Article VII
to the Trustee or to the Securityholders shall, to the extent permitted by law,
be deemed cumulative and not exclusive of any powers and remedies hereof or of
any other powers and remedies available to the Trustee or the Holders of the
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any Holder of any of the Securities in
exercising any right or power accruing upon any default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to Section 7.4 hereof, every power and remedy given by this Article VII
or by law to the Trustee or to the Securityholders may be exercised from time
to time, and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.


 


Section 7.7            Direction Of Proceedings And Waiver Of
Defaults By Majority Of Securityholders.  The Holders of a majority in aggregate
principal amount of the Securities of any series at the time outstanding shall
have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to such Securities; provided, that
(subject to Section 8.1 hereof) the Trustee shall have the right to decline
to follow any such direction if the Trustee being advised by counsel determines
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees or responsible
officers shall determine that the action or proceeding so directed would
involve the Trustee in personal liability or would be unduly prejudicial to the
rights of Securityholders not joining in such directions.  The Holders of a majority in aggregate
principal amount of the Securities of any series at the time outstanding may on
behalf of all of the Holders of the Securities of such series waive any past
default or Event of Default hereunder and its consequences except a default in
the payment of principal of or any premium or interest on the Securities of
such series.  Upon any such waiver the
Company, the Trustee and the Holders of the Securities of such series shall be
restored to their former positions and rights hereunder, respectively, but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon. 
Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 7.7, said default or Event of Default
shall for all purposes of the Securities of such series and this Indenture be
deemed to have been cured and to be not continuing.


 


Section 7.8            Notice Of Default.  The Trustee shall, within 90 days after
the occurrence of a default, give to all Holders of the Securities of such
series, in the manner provided in Section 15.10, notice of such default,
unless such default shall have been cured before the giving of such notice, the
term “default” for the purpose of this Section 7.8 being hereby defined to
be any event which is or after notice or lapse of time or both would become an
Event of Default; provided that, except in the case of default in the payment
of the principal of or any premium or interest on any of the Securities of such
series, or in the payment of any sinking or purchase fund installments, the
Trustee shall be protected in withholding such notice if and so long as its
board of directors or trustees, executive committee, or a trust committee of
directors or trustees or responsible officers in good faith determines that the
withholding of such notice is in the interests of the Holders of the Securities
of such series.


 


Section 7.9            Undertaking To Pay Costs.  All parties to this Indenture agree, and each
Holder of any Security by acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action 


 


25

















 


taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party
litigant; but this Section 7.9 shall not apply to any suit instituted by
the Trustee, or to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in principal amount of
the Securities or to any suit instituted by any Securityholder for the
enforcement of the payment of the principal of or any premium or interest on
any Security on or after the due date expressed in such Security or the
applicable redemption date.


 


ARTICLE
VIII

CONCERNING THE TRUSTEE


 


Section 8.1            Duties
And Responsibilities Of Trustee.


 


(a)           The
Trustee, prior to the occurrence of an Event of Default and after the curing of
all Events of Default which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this
Indenture.  If an Event of Default has
occurred (which has not been cured or waived), the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.


 


(b)           No
provisions of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct, except that:


 


(1)           prior to the
occurrence of any Event of Default and after the curing or waiving of all
Events of Default which may have occurred:


 


(A)          the duties and
obligations of the Trustee shall be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and


 


(B)           in the absence of
bad faith on the part of the Trustee, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but, in the case of any such
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements
of this Indenture;


 


(2)           the Trustee shall
not be liable for any error of judgment made in good faith by a responsible
officer or officers of the Trustee, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts; and


 


(3)           the Trustee shall
not be liable with respect to any action taken or omitted to be taken by it in
good faith in accordance with Section 7.7 hereof relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred upon the Trustee under this
Indenture.


 


Section 8.2            Reliance On Documents, Opinions, Etc.  Except as otherwise provided in Section 8.1
hereof:


 


(a)           the
Trustee may rely and shall be protected in acting upon or refraining from
acting at the direction of any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, note or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;


 


26

















 


(b)           any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in
respect thereof is herein specifically prescribed); and any Board Resolution
may be evidenced to the Trustee by a copy thereof certified by the Secretary or
an Assistant Secretary of the Company;


 


(c)           the
Trustee may consult with counsel and any advice or Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with such
advice or Opinion of Counsel;


 


(d)           the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Securityholders, pursuant to this Indenture, unless such Securityholders shall
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred by such exercise;


 


(e)           the
Trustee shall not be liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture;


 


(f)            prior
to the occurrence of an Event of Default hereunder and after the curing or
waiving of all Events of Default, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, note or other paper or document, unless requested in writing to do so
by the Holders of at least a majority in principal amount of the then
outstanding Securities of any series; provided that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it
by this Indenture, the Trustee may require reasonable indemnity against such
expense or liability as a condition to so proceeding;


 


(g)           no
provision of this Indenture shall require the Trustee to extend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it; and


 


(h)           the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through agents or attorneys; provided that the
Trustee shall not be liable for the conduct or acts of any such agent or
attorney that shall have been appointed in accordance herewith with due care.


 


Section 8.3            No Responsibility For Recitals, Etc.  The recitals contained herein and in the
Securities (except in the certificate of authentication) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.  The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities.  The Trustee shall not
be accountable for the use or application by the Company of any Securities or
the proceeds of any Securities authenticated and delivered by the Trustee in
conformity with this Indenture.  The
Trustee shall not be responsible for recording or filing this Indenture, any
supplemental indenture, or any financing or continuation statement in any
public office at any time or times.


 


Section 8.4            Trustee, Authenticating Agent, Paying Agent
Or Registrar May Own Securities.  The Trustee and any Authenticating Agent or
paying agent in its individual or other capacity, may become the owner or
pledgee of Securities with the same rights it would have if it were not
Trustee, Authenticating Agent or paying agent.


 


Section 8.5            Moneys To Be Held In Trust.  Subject to Section 4.4 hereof, all
moneys received by the Trustee shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law.  The Trustee may allow and credit to the
Company interest on any money received hereunder at such rate, if any, as may
be agreed upon by the Company and the Trustee from time to time as may be
permitted by law.


 


 


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Section 8.6            Compensation And Expenses Of Trustee.  The Company covenants and agrees to pay to
the Trustee from time to time, and the Trustee shall be entitled to, such
compensation as the parties shall agree in writing from time to time for all
services rendered to it herein (which compensation shall not be limited by any
law in regard to the compensation of a trustee of an express trust), and the
Company shall pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with this Indenture (including the reasonable compensation and the
reasonable expenses and disbursements of its counsel and agents, including any
Authenticating Agents, and of all Persons not regularly in its employ) except
any such expense, disbursement or advance as may arise from its negligence or
bad faith.  The Company also covenants to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on the part of the Trustee
and arising out of or in connection with the acceptance or administration of
this trust, including the costs and expenses of defending itself against any
claim or liability.  The obligations of
the Company under this Section 8.6 to compensate the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder.  Such
additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the Holders of any
particular Securities.


 


Section 8.7            Officers’ Certificate As Evidence.  Whenever in the administration of this
Indenture, the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to the taking, suffering or omitting of any action
hereunder, such matter (unless other evidence in respect thereof is herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Trustee, and such Officers’ Certificate,
in the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken, suffered or omitted by it
under this Indenture in reliance thereon.


 


Section 8.8            Conflicting Interest Of Trustee.  The Trustee shall be subject to and shall
comply with the provisions of Section 310 of the TIA; provided that, to
the extent permitted by law, Wells Fargo Bank, National Association shall not
be deemed to have a conflicting interest for purposes of Section 310(b) of
the TIA because of its capacity as trustee under the Trust Indenture, dated December 1,
2000, as supplemented from time to time, between the Company and Wells Fargo
Bank, National Association, as trustee. 
Nothing in this Indenture shall be deemed to prohibit the Trustee or the
Company from making any application permitted pursuant to such section.


 


Section 8.9            Existence And Eligibility Of Trustee.  There shall at all times be a Trustee
hereunder which Trustee shall at all times be a corporation organized and doing
business under the laws of the United States or any State thereof or of the
District of Columbia (or a corporation or other Person permitted to act as
trustee by the Commission), subject to supervision or examination by such
bodies and authorized under such laws to exercise corporate trust powers and having
a combined capital and surplus of at least $150,000,000.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid authority, then for the purposes of this Section 8.9, the
combined capital and surplus shall be deemed to be as set forth in its most
recent report of condition so published. 
No obligor upon the Securities or Person directly or indirectly
controlling, controlled by, or under common control with such obligor shall
serve as Trustee.  If at any time the
Trustee shall cease to be eligible in accordance with this Section 8.9,
the Trustee shall resign immediately in the manner and with the effect
specified in Section 8.10 hereof.


 


Section 8.10         Resignation Or Removal Of Trustee.


 


(a)           Pursuant
to the provisions of this Article, the Trustee may at any time resign with
respect to Securities of any series and be discharged of the trusts with
respect to such Securities created by this Indenture by giving written notice
to the Company specifying the day upon which such resignation shall take
effect, and such resignation shall take effect immediately upon the later of
the appointment of a successor trustee and such day.


 


(b)           Any
Trustee with respect to Securities of any series may be removed at any time by
an instrument or concurrent instruments in writing filed with such Trustee and
signed and acknowledged by the Holders of a majority in principal amount of the
then outstanding Securities of such series or by their attorneys in fact duly
authorized.


 


 


28

















 


(c)           So
long as no Event of Default has occurred and is continuing, and no event has
occurred and is continuing that, with the giving of notice or the lapse of time
or both, would become an Event of Default, the Company may remove any Trustee
with respect to Securities of any series upon written notice to the Holder of
each outstanding Security of such series and the Trustee.


 


(d)           If
at any time (1) the Trustee shall cease to be eligible in accordance with Section 8.9
hereof and shall fail to resign after written request therefor by the Company
or by any Holder who has been a bona fide Holder for at least six months, (2) the
Trustee shall fail to comply with Section 8.8 hereof after written request
therefor by the Company or any such Holder, or (3) the Trustee shall
become incapable of acting or shall be adjudged a bankrupt or insolvent or a
receiver of the Trustee or its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then
the Trustee may be removed forthwith by an instrument or concurrent instruments
in writing filed with the Trustee and either:


 


(1)           signed by the
President or any Vice President of the Company and attested by the Secretary or
an Assistant Secretary of the Company; or


 


(2)           signed and
acknowledged by the Holders of a majority in principal amount of outstanding
Securities of any series for which the Trustee is acting as trustee or by their
attorneys in fact duly authorized.


 


(e)           Any
resignation or removal of the Trustee shall not become effective until
acceptance of appointment by the successor Trustee as provided in Section 8.11
hereof.


 


Section 8.11         Appointment Of Successor Trustee.


 


(a)           If
at any time the Trustee shall resign or be removed, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee.


 


(b)           The
Company shall provide written notice of its appointment of a successor Trustee
to the Holder of each outstanding Security for any series for which such
successor Trustee is acting as trustee following any such appointment.


 


(c)           If
no appointment of a successor Trustee shall be made pursuant to Section 8.11(a) hereof
within 60 days after appointment shall be required, any Holder of
Securities of such series or the resigning Trustee may apply to any court of
competent jurisdiction to appoint a successor Trustee.  Said court may thereupon after such notice,
if any, as such court may deem proper and prescribe, appoint a successor
Trustee.


 


(d)           Any
Trustee appointed under this Section 8.11 as a successor Trustee shall be
a bank or trust company eligible under Section 8.9 hereof and qualified
under Section 8.8 hereof.


 


Section 8.12         Acceptance By Successor Trustee.


 


(a)           Any
successor Trustee appointed as provided in Section 8.11 hereof shall
execute, acknowledge and deliver to the Company and to its predecessor Trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as Trustee
herein; but nevertheless, on the written request of the Company or of the
successor Trustee, the Trustee ceasing to act shall, upon payment of any
amounts then due it pursuant to Section 8.6 hereof, execute and deliver an
instrument transferring to such successor Trustee all the rights and powers of
the Trustee so ceasing to act.  Upon
request of any such successor Trustee, the Company shall execute any and all
instruments in writing in order more fully and certainly to vest in and confirm
to such successor Trustee all such rights and powers.  Any Trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by
such Trustee to secure any amounts then due it pursuant to Section 8.6
hereof.


 


 


29

















 


(b)           No
successor Trustee shall accept appointment as provided in this Section 8.12
unless at the time of such acceptance such successor Trustee shall be qualified
under Section 8.8 hereof and eligible under Section 8.9 hereof.


 


(c)           Upon
acceptance of appointment by a successor Trustee as provided in this Section 8.12,
the successor Trustee shall mail notice of its succession hereunder to all
Holders of Securities as the names and addresses of such Holders appear on the
registry books.


 


Section 8.13         Succession By Merger, Etc.


 


(a)           Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, provided such corporation shall be otherwise qualified and eligible
under this Article.


 


(b)           If
at the time such successor to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor Trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of
the successor Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificates of the Trustee shall have; provided that the right to
adopt the certificate of authentication of any predecessor Trustee or
authenticate Securities in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.


 


Section 8.14         Limitations On Rights Of Trustee As A
Creditor.  The Trustee
shall be subject to, and shall comply with, the provisions of Section 311
of the TIA.


 


Section 8.15         Authenticating Agent.


 


(a)           There
may be one or more Authenticating Agents appointed by the Trustee with the
written consent of the Company, with power to act on its behalf and subject to
the direction of the Trustee in the authentication and delivery of Securities
in connection with transfers and exchanges under Sections 2.6, 2.7, 2.8,
2.13, 3.3, and 12.4 hereof, as fully to all intents and purposes as though such
Authenticating Agents had been expressly authorized by those Sections to
authenticate and deliver Securities.  For
all purposes of this Indenture, the authentication and delivery of Securities
by any Authenticating Agent pursuant to this Section 8.15 shall be deemed
to be the authentication and delivery of such Securities “by the Trustee.” Any
such Authenticating Agent shall be a bank or trust company or other Person of
the character and qualifications set forth in Section 8.9 hereof.


 


(b)           Any
corporation into which any Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which any Authenticating Agent shall be
a party, or any corporation succeeding to the corporate trust business of any
Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this Section 8.15,
without the execution or filing of any paper or any further act on the part of
the parties hereto or such Authenticating Agent or such successor corporation.


 


(c)           Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. 
The Trustee may at any time terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and
to the Company.  Upon receiving such a
notice of resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible under this Section 8.15,
the Trustee may, with the written consent of the Company, appoint a successor
Authenticating Agent, and upon so doing shall give written notice of such
appointment to the Company and shall mail, in the manner provided in Section 15.10,
notice of such appointment to the Holders of Securities.


 


 


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(d)           The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services, and the Trustee shall be entitled to be
reimbursed for such payments, in accordance with Section 8.6 hereof.


 


(e)           Sections
8.2, 8.3, 8.6, 8.7 and 8.9 hereof shall be applicable to any Authenticating
Agent.


 


ARTICLE IX

CONCERNING THE SECURITYHOLDERS


 


Section 9.1            Action By Securityholders.  Whenever in this Indenture it is provided
that the Holders of a specified percentage in aggregate principal amount of the
Securities of any series may take any action, the fact that at the time of
taking any such action the Holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of
instruments of similar tenor executed by such Securityholders in person or by
agent or proxy appointed in writing, (b) by the record of such
Securityholders voting in favor thereof at any meeting of Securityholders duly
called and held in accordance with Article X hereof, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Securityholders.


 


Section 9.2            Proof
Of Execution By Securityholders.


 


(a)           Subject
to Sections 8.1, 8.2 and 10.5 hereof, proof of the execution of any instruments
by a Securityholder or the agent or proxy for such Securityholder shall be
sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.  The ownership
of Securities shall be proved by the register for the Securities maintained by
the Trustee.


 


(b)           The
record of any Securityholders’ meeting shall be proven in the manner provided
in Section 10.6 hereof.


 


Section 9.3            Who Deemed Absolute Owners.  Subject to Sections 2.4(f) and 9.1
hereof, the Company, the Trustee, any paying agent and any Authenticating Agent
shall deem the Person in whose name any Security shall be registered upon the
register for the Securities to be, and shall treat such Person as, the absolute
owner of such Security (whether or not such Security shall be overdue) for the
purpose of receiving payment of or on account of the principal and premium, if
any, and interest on such Security, and for all other purposes; and neither the
Company nor the Trustee nor any paying agent nor any Authenticating Agent shall
be affected by any notice to the contrary. 
All such payments shall be valid and effectual to satisfy and discharge
the liability upon any such Security to the extent of the sum or sums so paid.


 


Section 9.4            Company-Owned Securities Disregarded.  In determining whether the Holders of the
requisite aggregate principal amount of outstanding Securities of any series
have concurred in any direction, consent or waiver under this Indenture,
Securities which are owned by the Company or any other obligor on the
Securities or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other
obligor on the Securities shall be disregarded and deemed not to be outstanding
for the purpose of any such determination; provided that, for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver, only Securities which the Trustee knows are so
owned shall be so disregarded. 
Securities so owned which have been pledged in good faith to third
parties may be regarded as outstanding for the purposes of this Section 9.4
if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s
right to take action with respect to such Securities and that the pledgee is
not a Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any such other obligor.  In the case of a dispute as to such right,
any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.


 


Section 9.5            Revocation Of Consents; Future Holders Bound.  Except as may be otherwise required in the
case of a Global Security by the applicable rules and regulations of the
Depository, at any time prior to the taking of any action by the Holders of the
percentage in aggregate principal amount of the Securities of any series
specified in this Indenture in connection with such action, any Holder of a
Security, which has been included in the Securities the Holders of which have
consented to such action, may, by filing written notice with the Trustee 


 


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at the corporate trust office of the Trustee and upon
proof of ownership as provided in Section 9.2(a) hereof, revoke such
action so far as it concerns such Security. 
Except as aforesaid, any such action taken by the Holder of any Security
shall be conclusive and binding upon such Holder and upon all future Holders
and owners of such Security and of any Securities issued in exchange,
substitution or upon registration of transfer therefor, irrespective of whether
or not any notation thereof is made upon such Security or such other
Securities.


 


Section 9.6            Record Date For Securityholder Acts.  If the Company shall solicit from the
Securityholders any request, demand, authorization, direction, notice, consent,
waiver or other act, the Company may, at its option, by Board Resolution, fix
in advance a record date for the determination of Securityholders entitled to
give such request, demand, authorization, direction, notice, consent, waiver or
other act, but the Company shall have no obligation to do so.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other act may be
given before or after the record date, but only the Securityholders of record
at the close of business on the record date shall be deemed to be Securityholders
for the purpose of determining whether Holders of the requisite aggregate
principal amount of outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other act, and for that purpose the outstanding Securities shall be
computed as of the record date; provided that no such request, demand,
authorization, direction, notice, consent, waiver or other act by the
Securityholders on the record date shall be deemed effective unless it shall
become effective pursuant to this Indenture not later than six months after the
record date.  Any such record date shall
be at least 30 days prior to the date of the solicitation to the
Securityholders by the Company.


 


ARTICLE X

SECURITYHOLDERS’ MEETING


 


Section 10.1         Purposes Of Meetings.   A meeting of Securityholders may be called at
any time and from time to time pursuant to this Article X for any of the
following purposes:


 


(a)           to
give any notice to the Company or to the Trustee, or to give any directions to
the Trustee, or to consent to the waiving of any Event of Default hereunder and
its consequences, or to take any other action authorized to be taken by
Securityholders pursuant to Article VII;


 


(b)           to
remove the Trustee pursuant to Article VIII;


 


(c)           to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to Section 12.2 hereof; or


 


(d)           to
take any other action authorized to be taken by or on behalf of the Holders of
any specified aggregate principal amount of the Securities of any series, as
the case may be, under any other provision of this Indenture or under
applicable law.


 


Section 10.2         Call Of Meetings By Trustee.  The Trustee may at any time call a meeting of
Holders of Securities to take any action specified in Section 10.1 hereof,
to be held at such time and at such place as the Trustee shall determine.  Notice of every such meeting of
Securityholders, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given
to Holders of the Securities that may be affected by the action proposed to be
taken at such meeting in the manner provided in Section 15.10 hereof.  Such notice shall be given not less than 20
nor more than 90 days prior to the date fixed for such meeting.


 


Section 10.3         Call Of Meetings By Company Or
Securityholders.  If at
any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in aggregate principal amount of the Securities of all series then
outstanding, shall have requested the Trustee to call a meeting of
Securityholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within 20 days after receipt of such
request, then the Company or such Securityholders may determine the time and
the place for such meeting and may call such meeting to take any action
authorized in Section 10.1 hereof, by giving notice thereof as provided in
Section 10.2 hereof.


 


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Section 10.4         Qualifications For Voting.  To be entitled to vote at any meetings of
Securityholders a Person shall (a) be a Holder of one or more Securities
affected by the action proposed to be taken or (b) be a Person appointed
by an instrument in writing as proxy by a Holder of one or more such
Securities.  The only Persons who shall
be entitled to be present or to speak at any meeting of Securityholders shall
be the Persons entitled to vote at such meeting and their counsel and any
representatives (including employees) of the Trustee and its counsel and any
representatives (including employees) of the Company and its counsel.


 


Section 10.5         Regulations.


 


(a)           Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Securityholders in
regard to proof of the holding of Securities and of the appointment of proxies,
and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall think fit.


 


(b)           The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by the
Securityholders as provided in Section 10.3 hereof, in which case the
Company or Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. 
A permanent chairman and a permanent secretary of the meeting shall be
elected by the Holders of a majority in aggregate principal amount of the
Securities present in person or by proxy at the meeting.


 


(c)           Subject
to Section 9.4 hereof, at any meeting each Securityholder or proxy
qualified to vote pursuant to Section 10.4 shall be entitled to one vote
for each $1,000 principal amount of Securities held or represented by such
Securityholder (and proportional fractional votes for principal amounts less
than $1,000); provided that no vote shall be cast or counted at any meeting in
respect of any Security ruled by the chairman of the meeting to be not
outstanding.  The chairman of the meeting
shall have no right to vote other than by virtue of Securities held by such
chairman or instruments in writing as aforesaid duly designating such chairman
as the person to vote on behalf of other Securityholders.  At any meeting of Securityholders duly called
pursuant to Section 10.2 or 10.3 hereof, the presence of Persons holding
or representing Securities in an aggregate principal amount sufficient to take
action on any business for the transaction for which such meeting was called
shall constitute a quorum.  Any meeting
of Securityholders duly called pursuant to Section 10.2 or 10.3 hereof may
be adjourned from time to time by the Holders of a majority in aggregate
principal amount of the Securities present in person or by proxy at the
meeting, whether or not constituting a quorum, and the meeting may be held as
so adjourned without further notice.


 


Section 10.6         Voting.  The vote upon any resolution submitted to any
meeting of Securityholders shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities or of their
representatives by proxy and the principal amount of Securities held or
represented by them.  The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. 
A record in duplicate of the proceedings of such meeting of
Securityholders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more Persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was given as provided in Section 10.2
hereof.  The record shall show the
aggregate principal amount of the Securities voting in favor of or against any
resolution.  The record shall be signed
and verified by the affidavits of the permanent chairman and secretary of the
meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee and the Trustee shall have
the ballots taken at the meeting attached to such duplicate.  Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


 


Section 10.7         Rights Of Trustee Or Securityholders Not
Delayed.  Nothing in
this Article X shall be deemed or construed to authorize or permit, by
reason of any call of a meeting of Securityholders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to
the Holders of Securities under any of the provisions of this Indenture or of
the Securities.


 


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ARTICLE XI

CONSOLIDATION, MERGER, SALE, TRANSFER OR OTHER DISPOSITION


 


Section 11.1         Company May Consolidate, Etc.  Only On Certain Terms.  The Company shall not consolidate with or
merge into any other corporation or sell, or otherwise dispose all or
substantially all of its assets unless (i) the corporation formed by such
consolidation or into which the Company is merged or the Person which receives
all or substantially all of the assets pursuant to such sale, transfer or other
disposition shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of and premium and interest on all of
the Securities and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed and (ii) the Company or
such successor corporation or Person, as the case may be, shall not,
immediately after such consolidation or merger, or such sale or disposition, be
in default in the performance of any such covenant.  Notwithstanding the foregoing, however, even
if a sale, transfer or disposition of the Company’s non-utility subsidiaries
might otherwise be deemed a sale of “all or
substantially all of its assets,” for purposes of this Article X,
such a sale, transfer or disposition of the Company’s non-utility subsidiaries
will not be deemed a sale of “all or
substantially all of its assets,” if, immediately following such
sale, transfer or disposition the Securities are rated by Standard &
Poor’s Ratings Group and by Moody’s Investors Service, Inc.  at least as high as the ratings accorded the
Securities immediately prior to the sale, transfer or disposition.


 


Section 11.2         Successor Corporation Substituted.  Upon any consolidation or merger, or any
sale, transfer or other disposition of all or substantially all of the assets
of the Company in accordance with Section 11.1 hereof, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such sale, transfer or other disposition is made shall succeed to, and
be substituted for and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation had been
named as the Company herein and the Company shall be released from all
obligations hereunder.


 


ARTICLE XII

SUPPLEMENTAL INDENTURES


 


Section 12.1         Supplemental
Indentures Without Consent Of Securityholders


 


(a)           The
Company, when authorized by Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
for one or more of the following purposes:


 


(1)           to make such
provision in regard to matters or questions arising under this Indenture as may
be necessary or desirable, and not inconsistent with this Indenture or
prejudicial to the interests of the Holders, for the purpose of supplying any
omission, curing any ambiguity, or curing, correcting or supplementing any
defective or inconsistent provision;


 


(2)           to change or
eliminate any of the provisions of this Indenture, provided that any such
change or elimination shall become effective only when there is no Security
outstanding created prior to the execution of such supplemental indenture which
is entitled to the benefit of such provision or such change or elimination is
applicable only to Securities issued after the effective date of such change or
elimination;


 


(3)           to establish the
form of Securities as permitted by Section 2.1 hereof or to establish or
reflect any terms of any Security determined pursuant to Section 2.5
hereof;


 


(4)           to evidence the
succession of another corporation to the Company, and the assumption by any
such successor of the covenants of the Company herein and in the Securities;


 


(5)           to grant to or
confer upon the Trustee for the benefit of the Holders any additional rights,
remedies, powers or authority;


 


(6)           to permit the
Trustee to comply with any duties imposed upon it by law;


 


34

















 


(7)           to specify further
the duties and responsibilities of, and to define further the relationships
among the Trustee, any Authenticating Agent and any paying agent;


 


(8)           to add to the
covenants of the Company for the benefit of the Holders of one or more series
of Securities, to add security for the Securities, to surrender a right or
power conferred on the Company herein or to add any Event of Default with
respect to one or more series of Securities;


 


(9)           to supplement any of
the provisions of this Indenture to such extent as shall be necessary to permit
or facilitate a satisfaction and discharge pursuant to Article IV,
provided that any such action shall not adversely affect the interests of any
holder of a Security of such series or any other Security or coupon; and


 


(10)         to make any other
change that is not prejudicial to the Trustee or the Holders.


 


(b)           The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not
be obligated to enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


(c)           Any
supplemental indenture authorized by this Section 12.1 may be executed by
the Company and the Trustee without the consent of the Holders of any of the
Securities at the time outstanding, notwithstanding any of the provisions of Section 12.2
hereof.


 


Section 12.2         Supplemental
Indentures With Consent Of Securityholders.


 


(a)           With
the consent (evidenced as provided in Section 9.1 hereof) of the Holders
of a majority in aggregate principal amount of the Securities of all series at
the time outstanding, the Company, when authorized by Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of
the Securityholders; provided, however, that if there shall be Securities of
more than one series outstanding hereunder and if a proposed supplemental
indenture shall directly affect the rights of the Holders of Securities of one
or more, but less than all, of such series, then the consent of Holders of a
majority in aggregate principal amount of the outstanding Securities of all
series so directly affected, considered as one class, shall be required;
provided, further, that no such supplemental indenture shall:


 


(1)           change the maturity
date of any Security, or reduce the rate or extend the time of payment of
interest thereon, or reduce the principal amount thereof or any premium
thereon, or change the coin or currency in which the principal of any Security
or any premium or interest thereon is payable, or change the date on which any
Security may be redeemed or repaid at the option of the Holder thereof or
adversely affect the rights of the Securityholders to institute suit for the
enforcement of any payment of principal of or any premium or interest on any
Security, in each case without the consent of the Holder of each Security so
affected;


 


(2)           modify this Section 12.2(a) or
reduce the aforesaid percentage of Securities, the Holders of which are
required to consent to any such supplemental indenture or to reduce the
percentage of Securities, the Holders of which are required to waive Events of
Default, in each case, without the consent of the Holders of all of the Securities
then outstanding; or


 


(3)           modify the
provisions of Article XIV with respect to the subordination of outstanding
Securities of any series in a manner adverse to the Holders thereof without the
consent of the Holder of each Security so affected.


 


35

















 


(b)           Upon
the request of the Company, accompanied by a copy of the Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.


 


(c)           A
supplemental indenture which changes, waives or eliminates any covenant or
provision of this Indenture (or any supplemental indenture) which has expressly
been included solely for the benefit of one or more series of Securities, or
which modifies the rights of the Holders of Securities of such series with
respect to such covenant or provision, shall be deemed not to affect the rights
under this Indenture of Holders of Securities of any other series.


 


(d)           It
shall not be necessary for the consent of the Holders of Securities under this Section 12.2
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such consent shall approve the substance thereof.


 


(e)           Promptly
after the execution by the Company and the Trustee of any supplemental
indenture pursuant to this Section 12.2, the Trustee shall give notice in
the manner provided in Section 15.10 hereof, setting forth in general
terms the substance of such supplemental indenture, to all
Securityholders.  Any failure of the
Trustee to give such notice or any defect therein shall not, however, in any
way impair or affect the validity of any such supplemental indenture.


 


Section 12.3         Compliance With Trust Indenture Act; Effect
Of Supplemental Indentures. 
Any supplemental indenture executed pursuant to this Article XII
shall comply with the TIA.  Upon the
execution of any supplemental indenture pursuant to this Article XII, the
Indenture shall be deemed to be modified and amended in accordance therewith
and the respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Company and the
Securityholders shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be deemed to
be part of the terms and conditions of this Indenture for any and all purposes.


 


Section 12.4         Notation On Securities.  Securities authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article XII
may bear a notation in form satisfactory to the Trustee as to any matter
provided for in such supplemental indenture. 
If the Company shall so determine, new Securities so modified as
approved by the Board of Directors and in form satisfactory to the Trustee with
respect to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Securities then
outstanding.


 


Section 12.5         Evidence Of Compliance Of Supplemental
Indenture To Be Furnished Trustee.  The Trustee, subject to Sections 8.1 and 8.2
hereof, may receive an Officers’ Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article XII.


 


ARTICLE XIII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


Section 13.1         Indenture And Securities Solely Corporate
Obligations.  No
recourse for the payment of the principal of or any premium or interest on any
Security, or for any claim based thereon or otherwise in respect thereof, and
no recourse under or upon any obligation, covenant or agreement of the Company,
contained in this Indenture or in any supplemental indenture, or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly understood that
all such liability is hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
the Securities.


 


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ARTICLE
XIV

SUBORDINATION OF SECURITIES


 


Section 14.1         Agreement To Subordinate.  The Company, for itself, its successors and
assigns, covenants and agrees, and each Holder of a Security of any series
likewise covenants and agrees by its acceptance thereof, that the obligation of
the Company to make any payment on account of the principal of and interest on
each and all of the Securities of any series shall be subordinate and junior in
right of payment to the Company’s obligations to the holders of Senior
Indebtedness of the Company.


 


In the
case of any insolvency, receivership, conservatorship, reorganization,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings or any liquidation or winding-up of or relating to the Company as a
whole, whether voluntary or involuntary, all obligations of the Company to
holders of Senior Indebtedness of the Company shall be entitled to be paid in
full before any payment shall be made on account of the principal of or
interest on any of the Securities.  In
the event of any such proceeding, after payment in full of all sums owing with
respect to Senior Indebtedness of the Company, the Holders of the Securities of
each series, together with the holders of any obligations of the Company
ranking on a parity with the Securities, shall be entitled to be paid from the
remaining assets of the Company the amounts at the time due and owing on
account of unpaid principal of and interest on the Securities of any series
before any payment or other distribution, whether in cash, property or
otherwise, shall be made on account of any capital stock or any obligations of
the Company ranking junior to the Securities. 
In addition, in the event of any such proceeding, if any payment or
distribution of assets of the Company of any kind or character whether in cash,
property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other indebtedness of
the Company being subordinated to the payment of the Securities of any series
shall be received by the Trustee or the Holders of the Securities of any series
before all Senior Indebtedness of the Company is paid in full, such payment or
distribution shall be held in trust for the benefit of and shall be paid over
to the holders of such Senior Indebtedness of the Company or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior
Indebtedness of the Company may have been issued, ratably, for application to
the payment of all Senior Indebtedness of the Company remaining unpaid until
all such Senior Indebtedness of the Company shall have been paid in full, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness of the Company.  The
obligations of the Company in respect of the Securities of all series shall
rank on a parity with any obligations of the Company ranking on a parity with
the Securities.  Nothing in this Article shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6.


 


The
subordination provisions of the foregoing paragraph and Section 14.9 shall
not be applicable to amounts at the time due and owing on the Securities of any
series on account of the unpaid principal of or interest on the Securities of
such series for the payment of which funds have been deposited in trust with
the Trustee or any paying agent or have been set aside by the Company in trust
in accordance with the provisions of this Indenture; nor shall such provisions
impair any rights, interests, or powers of any secured creditor of the Company
in respect of any security the creation of which is not prohibited by the
provisions of this Indenture.


 


The
Company shall give written notice to the Trustee within 10 Business Days after
the occurrence of (i) any insolvency, receivership, conservatorship, reorganization,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings or any liquidation or winding-up of or relating to the Company as a
whole, whether voluntary or involuntary, (ii) any Event of Default
described in Section 7.1(a)(4) or 7.1(a)(5), or (iii) any event
specified in Section 14.9.  The
Trustee, subject to the provisions of Section 8.1, shall be entitled to
assume that, and may act as if, no such event referred to in the preceding
sentence has occurred unless a Responsible Officer of the Trustee assigned to
the Trustee’s corporate trust department has received at the principal office
of the Trustee from the Company or any one or more holders of Senior
Indebtedness of the Company or any trustee or representative therefor (who
shall have been certified or otherwise established to the satisfaction of the
Trustee to be such a holder or trustee or representative) written notice
thereof.  Upon any distribution of assets
of the Company referred to in this Article, the Trustee and Holders of the
Securities of each series shall be entitled to rely upon any order or decree of
a court of competent jurisdiction in which proceedings relating to any event
specified in the first sentence of this paragraph are pending for the purpose
of ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon, and all
other facts pertinent thereto or to this Article, and the Trustee, subject to
the 


 


37

















 


provisions of Article VIII, and the Holders of
the Securities of each series shall be entitled to rely upon a certificate of
the liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of the Securities of each series for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
Holders of the Senior Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article.  In the absence of any such liquidating
trustee, agent or other Person, the Trustee shall be entitled to rely upon a
written notice by a Person representing himself to be a Holder of Senior
Indebtedness of the Company (or a trustee or representative on behalf of such
holder) as evidence that such Person is a holder of such Senior Indebtedness
(or is such a trustee or representative). 
In the event that the Trustee determines, in good faith, that further
evidence is required with respect to the right of any Person, as a Holder of
Senior Indebtedness of the Company, to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of such Senior Indebtedness held by such Person, as to the extent to which such
Person is entitled to participation in such payment or distribution, and as to
other facts pertinent to the rights of such Person under this Article, and if
such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.


 


Section 14.2         Obligation Of The Company Unconditional.  Nothing contained in this Article or
elsewhere in this Indenture is intended to or shall impair, as between the
Company and the Holders of the Securities of each series, the obligation of the
Company, which is absolute and unconditional, to pay to such Holders the
principal of and interest on such Securities of each series when, where and as
the same shall become due and payable, all in accordance with the terms of such
Securities, or is intended to or shall affect the relative rights of such
Holders and creditors of the Company other than the Holders of the Senior
Indebtedness of the Company, nor shall anything herein or therein prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness
of the Company in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.


 


Section 14.3         Limitations On Duties To Holders Of Senior
Indebtedness Of The Company. 
With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness of
the Company shall be read into this Indenture against the Trustee.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of the Company, except
with respect to moneys held in trust pursuant to the first paragraph of Section 14.1.


 


Section 14.4         Notice To Trustee Of Facts Prohibiting
Payment. 
Notwithstanding any of the provisions of this Article or any other
provisions of this Indenture, the Trustee shall not at any time be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment of moneys to or by the Trustee unless and until a Responsible Officer
of the Trustee assigned to its corporate trust department shall have received
at the principal office of the Trustee written notice thereof from the Company
or from one or more holders of Senior Indebtedness of the Company or from any
trustee therefor or representative thereof who shall have been certified by the
Company or otherwise established to the reasonable satisfaction of the Trustee
to be such a holder or trustee or representative; and, prior to the receipt of
any such written notice, the Trustee, subject to the provisions of Section 8.1,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that, if prior to the fifth Business Day preceding the date upon which
by the terms hereof any such moneys may become payable for any purpose, or in
the event of the execution of an instrument pursuant to Section 4.1 or 4.5
acknowledging satisfaction and discharge of this Indenture or acknowledging a
defeasance or in the event of a deposit under Section 4.5(d)(1) with
respect to a covenant defeasance, then, if prior to the second Business Day
preceding the date of such execution or deposit, as the case may be, the
Trustee shall not have received with respect to such moneys or the moneys
and/or Governmental Obligations deposited pursuant to Section 4.5 the
notice provided for in this Section 14.4, then, anything herein contained
to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such moneys and/or Governmental Obligations and/or apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary which may be received by it on or after such
date; provided, however, no such application shall affect the obligations under
this Article of the Persons receiving such moneys from the Trustee.


 


38

















 


Section 14.5         Application By Trustee Of Moneys Deposited
With It.  Anything in
this Indenture to the contrary notwithstanding, any deposit of moneys by the
Company with the Trustee or any agent (whether or not in trust) for any payment
of the principal of or interest on any Securities shall, except as provided in Section 14.4,
be subject to the provisions of Section 14.1.


 


Section 14.6         Subrogation.  Subject to the payment in full of all Senior
Indebtedness of the Company, the Holders of the Securities of each series shall
be subrogated to the rights of the Holders of such Senior Indebtedness to
receive payments or distributions of assets of the Company applicable to such
Senior Indebtedness until the Securities shall be paid in full, and none of the
payments or distributions to the Holders of such Senior Indebtedness to which
the Holders of the Securities of any series or the Trustee would be entitled
except for the provisions of this Article or of payments over pursuant to
the provisions of this Article to the Holders of such Senior Indebtedness
by the Holders of such Securities or the Trustee shall, as among the Company,
its creditors other than the Holders of such Senior Indebtedness, and the
Holders of such Securities, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness; it being understood that the provisions of
this Article are and are intended solely for the purpose of defining the
relative rights of the Holders of such Securities, on the one hand, and the
Holders of the Senior Indebtedness of the Company, on the other hand.


 


Section 14.7         Subordination Rights Not Impaired By Acts Or
Omissions Of Company Or Holders Of Senior Indebtedness Of The Company.  No right of any present or future Holders of
any Senior Indebtedness of the Company to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such Holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof with which any such Holder may have or be otherwise charged.  The Holders of Senior Indebtedness of the
Company may, at any time or from time to time and in their absolute discretion,
change the manner, place or terms of payment, change or extend the time of
payment of, or renew or alter, any such Senior Indebtedness of the Company, or
amend or supplement any instrument pursuant to which any such Senior
Indebtedness of the Company is issued or by which it may be secured, or release
any security therefor, or exercise or refrain from exercising any other of
their rights under the Senior Indebtedness of the Company including, without
limitation, the waiver of default thereunder, all without notice to or assent
from the Holders of the Securities of each series or the Trustee and without
affecting the obligations of the Company, the Trustee or the Holders of such
Securities under this Article.


 


Section 14.8         Authorization Of Trustee To Effectuate
Subordination Of Securities. 
Each Holder of a Security of any series, by its acceptance thereof,
authorizes and expressly directs the Trustee on its behalf to take such action
as may be necessary or appropriate to effectuate, as between the Holders of
such Securities and the holders of Senior Indebtedness of the Company, the
subordination provided in this Article and appoints the Trustee as
attorney-in-fact for any and all such purposes. 
If, in the event of any proceeding or other action relating to the
Company referred to in the first sentence of the second paragraph of Section 14.1,
the Trustee does not file a claim or proof of debt in the form required in such
proceeding or action is not filed by or on behalf of the Holders of the
Securities of any series prior to fifteen days before the expiration of the
time to file such claim or claims, then the holder or holders of Senior
Indebtedness of the Company shall have the right to file and are hereby
authorized to have the right to and are (or is) authorized to file in the name
of the Trustee, a claim or proof of debt for and on behalf of the Holders of
such Securities; provided that (a) if the holder or holders of the Senior
Indebtedness of the Company file any claim or proof of debt as contemplated
above and the Trustee shall subsequently file a claim or proof of debt in such
proceeding before the expiration of the time to file a claim or proof of debt
in such proceeding, such subsequent claim or proof of debt filed by the Trustee
shall supersede any such claim or proof of debt previously filed by the holder
or  holders of the Senior Indebtedness of
the Company, and such claim or proof of debt previously filed by the holder or
holders of the Senior Indebtedness of the Company shall withdraw such claim or
proof of debt, and in any event, such claim or proof of debt shall be deemed to
be withdrawn, and (b) the foregoing provisions of this paragraph shall not
be construed to authorize the holder or holders of the Senior Indebtedness of
the Company to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, liquidation, arrangement, adjustment or composition
affecting the Securities, or to authorize the holder or holders of the Senior
Indebtedness of the Company to vote in respect of the claim of any Holder in
any such proceeding. This paragraph is intended solely to permit the holder or
holders of Senior Indebtedness of the Company to preserve their “turnover right”
pursuant to the applicable subordination provisions in this Article XIV in
circumstances where a claim or proof of debt has not been filed by the Trustee
before the expiration of the time to 


 


39

















 


file a claim or proof of debt in a bankruptcy
proceeding, and nothing herein is intended to impair the rights of the Trustee
under Section 7.3 and Section 8.6 of this Indenture.


 


The
Trustee shall not be deemed to owe any fiduciary duty, or any other duty, to
the holder or holders of Senior Indebtedness of the Company and shall not be
liable to any such holder or holders for any action it takes or omits to take
within the rights or powers conferred upon it by this Indenture.


 


The
Trustee shall not be responsible for any costs, expenses, damages or other
liabilities arising (directly or indirectly) as a result of (i) any filing
of a claim or proof of debt by a holder or holders of Senior Indebtedness of
the Company or (ii) any right of the holder or holders of Senior
Indebtedness of the Company to file any such claim or proof of debt, in any
such case in accordance with the first paragraph of this Section 14.8.


 


Section 14.9         No Payment When Senior Indebtedness In
Default.  In the event
and during the continuation of any default in the payment of principal of or
interest on any Senior Indebtedness, or in the event that any event of default
with respect to any Senior Indebtedness shall have occurred and be continuing
and shall have resulted in such Senior Indebtedness becoming or being declared
due and payable prior to the date on which it would otherwise have become due
and payable, unless and until such event of default shall have been cured,
waived or remedied or shall have ceased to exist and such acceleration shall
have been rescinded or annulled or all amounts due on such Senior Indebtedness
are paid in full in cash or other permitted consideration, or in the event any
judicial proceeding shall be pending with respect to any such default in
payment or such event or default (unless and until all amounts due on such
Senior Indebtedness are paid in full in cash or other permitted consideration),
then no payment or distribution of any kind or character, whether in cash,
properties or securities shall be made by the Company on account of principal
of (or premium, if any) or interest (including any Additional Interest) if any,
on the Securities or on account of the purchase or other acquisition of
Securities by the Company or any subsidiary.


 


In the
event that, notwithstanding the foregoing, the Company shall make any payment
to the Trustee or the holder of any Security prohibited by the foregoing
provisions of this Section 14.9, and if such fact shall, at or prior to
the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event payment shall be paid over and
delivered forthwith to the Company.


 


Section 14.10       Right Of Trustee To Hold Senior Indebtedness
Of The Company.  The
Trustee shall be entitled to all of the rights set forth in this Article in
respect of any Senior Indebtedness of the Company at any time held by it in its
individual capacity to the same extent as any other Holder of such Senior
Indebtedness, and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such Holder.


 


Section 14.11       Article XIV Not To Prevent Defaults.  The failure of the Company to make a payment
pursuant to the terms of Securities of any series by reason of any provision in
this Article shall not be construed as preventing the occurrence of an
Event of Default under this Indenture.


 


ARTICLE XV

MISCELLANEOUS PROVISIONS


 


Section 15.1         Provisions Binding On Company’s Successors.  All the covenants, stipulations, promises and
agreements made by the Company in this Indenture shall bind its successors and
assigns whether so expressed or not.


 


Section 15.2         Official Acts By Successor Corporation.  Any act or proceeding by any provision of
this Indenture authorized or required to be done or performed by any board,
committee or officer of the Company shall and may be done and performed with
like force and effect by the like board, committee or officer of any
corporation that shall at the time be the lawful successor of the Company.


 


Section 15.3         Notices.


 


(a)           Any
notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the Securityholders on the
Company may be given or served by being deposited 


 


40

















 


postage prepaid in a post office letter box addressed
(until another address is filed by the Company with the Trustee) at the
principal executive offices of the Company, to the attention of the
Secretary.  Any notice, direction,
request or demand by any Securityholder or the Company to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all purposes, if
given or made in writing at the corporate trust office of the Trustee,
Attention: Xcel Energy Administrator, Corporate Trust Department.


 


(b)           The
Company shall provide any notices required under this Indenture by publication,
but only to the extent that such publication is required by the TIA, the rules and
regulations of the Commission or any securities exchange upon which any series
of Securities is listed.


 


Section 15.4         Governing Law.  This Indenture and each Security shall be
deemed to be a contract made under the laws of the State of Minnesota, and for
all purposes shall be construed in accordance with the laws of said State.


 


Section 15.5         Evidence
Of Compliance With Conditions Precedent.


 


(a)           Upon
any application or demand by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent, if any, provided for in this
Indenture (including any covenants compliance with which constitutes a
condition precedent) relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.


 


(b)           Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture (other than the certificates delivered pursuant to Section 5.5
hereof) shall include (1) a statement that each Person making such
certificate or opinion has read such covenant or condition and the definitions
relating thereto; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (3) a statement that, in the
opinion of each such Person, such Person has made such examination or
investigation as is necessary to enable such Person to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and (4) a statement as to whether or not, in the opinion of each such
Person, such condition or covenant has been complied with.


 


(c)           In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


(d)           Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which such certificate or opinion is based are erroneous.  Any such certificate or opinion of counsel
delivered under the Indenture may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such Person knows,
or in the exercise of reasonable care should know, that the certificate or
opinion of representations with respect to such matters are erroneous.  Any opinion of counsel delivered hereunder
may contain standard exceptions and qualifications satisfactory to the Trustee.


 


(e)           Any
certificate, statement or opinion of any officer of the Company, or of counsel,
may be based, insofar as it relates to accounting matters, upon a certificate
or opinion of or representations by an independent public accountant or firm of
accountants, unless such officer or counsel, as the case may be, knows that the
certificate or opinions or representations with respect to the accounting
matters upon which the certificate, statement or opinion of such officer or
counsel may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.  Any certificate or opinion of any firm of
independent public accountants filed with the Trustee shall contain a statement
that such firm is independent.


 


41

















 


(f)            Where
any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one
instrument.


 


Section 15.6         Business Days.  Unless otherwise provided pursuant to Section 2.5(c) hereof,
in any case where the date of maturity of the principal of or any premium or
interest on any Security or the date fixed for redemption of any Security is
not a Business Day, then payment of such principal or any premium or interest
need not be made on such date but may be made on the next succeeding Business
Day with the same force and affect as if made on the date of maturity or the
date fixed for redemption, and, in the case of timely payment thereof, no
interest shall accrue for the period from and after such Interest Payment Date
or the date on which the principal of the Security is required to be paid.


 


Section 15.7         Trust Indenture Act To Control.  If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with the duties imposed by any of
Sections 310 to 317, inclusive, of the TIA, such required provision of the TIA
shall govern.


 


Section 15.8         Table Of Contents, Headings, Etc.  The table of contents and the titles and
headings of the articles and sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and
shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 15.9         Execution In Counterparts.  This Indenture may be executed in any number
of counterparts, each of which shall be an original, but such counterparts
shall together constitute but one and the same instrument.


 


Section 15.10       Manner Of Mailing Notice To Securityholders.  Any notice or demand which by any provision
of this Indenture is required or permitted to be given or served by the Trustee
or the Company to or on the Holders of Securities, as the case may be, shall be
given or served by first-class mail, postage prepaid, addressed to the Holders
of such Securities at their last addresses as the same appear on the register
for the Securities referred to in Section 2.6, and any such notice shall
be deemed to be given or served by being deposited in a post office letter box
in the form and manner provided in this Section 15.10.  In case by reason of the suspension of
regular mail service or by reason of any other cause it shall be impracticable
to give notice to any Holder by mail, then such notification to such Holder as
shall be made by such reasonable alternate method of delivery, with notice of
such to be provided to the Trustee, shall constitute a sufficient notification
for every purpose hereunder.


 


Section 15.11       Approval By Trustee Of Expert Or Counsel.  Wherever the Trustee is required to approve
an Expert or counsel who is to furnish evidence of compliance with conditions
precedent in this Indenture, such approval by the Trustee shall be deemed to
have been given upon the taking of any action by the Trustee pursuant to and in
accordance with the certificate or opinion so furnished by such Expert or
counsel.


 


42

















 


IN WITNESS WHEREOF, XCEL ENERGY INC.  has caused this Indenture to be signed and
acknowledged by one of its Vice Presidents, and attested by its Secretary or
Assistant Secretary, and Wells Fargo Bank, National Association has caused this
Indenture to be signed and acknowledged by one of its Vice Presidents or
authorized Corporate Trust Officers, this         
day of January, 2008.


 


	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George E.
  Tyson II

  
	
   

  	
   

  	
  George E. Tyson
  II

  
	
   

  	
   

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Patrice D. Blaeser

  	
   

  	
   

  
	
  Patrice D.
  Blaeser

  	
   

  	
   

  
	
  Assistant
  Corporate Secretary

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK,
  NATIONAL

  
	
   

  	
  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jane Y.
  Schweiger

  
	
   

  	
   

  	
  Jane Y.
  Schweiger

  
	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


43
















 


EXHIBIT A


 


FORM OF GLOBAL SECURITY


 


	
  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):

  
	
   

  	
   

  	
   

  
	
  INTEREST
  RATE:

  	
   

  	
  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, 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, semiannually in
arrears on the
[                          ]
and [                          ]
in each year, commencing on the first such Interest Payment Date succeeding the
applicable Original Issue Date set forth above, at the per annum Interest Rate
set forth above, until the principal hereof is paid or made available for
payment.  No interest shall accrue on the
Maturity Date, so long as the principal amount of this Global Security is paid
on the Maturity Date.  The interest so
payable and punctually paid or duly provided for on any such Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name
this Security is registered at the close of business on the Regular Record Date
for such interest, which shall be the
[                          ]
or [                          ],
as the case may be, next preceding such Interest Payment Date; provided, that
the first Interest Payment Date for any part of this Security, the Original
Issue Date of which is after a Regular Record Date but prior to the applicable
Interest Payment Date, shall be the Interest Payment Date following the next
succeeding Regular Record Date; and provided, that interest payable on the
Maturity Date set forth above or, if applicable, upon redemption or
acceleration, shall be payable to the Person to whom principal shall be
payable.  Except as otherwise provided in
the Indenture (as defined below), any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and shall be paid to the Person in whose name this Security
is registered at the close of business on a Special Record Date for the payment
of such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Securityholders not more than fifteen days or fewer than ten days
prior to such Special Record Date.  On or
before Noon, New York 


 


A-1

















 


City time, or such other time as shall be agreed upon
between the Trustee and the Depository, of the day on which such payment of
interest is due on this Global Security (other than maturity), the Trustee
shall pay to the Depository such interest in same day funds.  On or before Noon, New York City time, or
such other time as shall be agreed upon between the Trustee and the Depository,
of the day on which principal, interest payable at maturity and premium, if
any, is due on this Global Security and following receipt of the necessary
funds from the Company, the Trustee shall deposit with the Depository the
amount equal to the principal, interest payable at maturity and premium, if
any, by wire transfer into the account specified by the Depository.  As a condition to the payment, on the
Maturity Date or upon redemption or acceleration, of any part of the principal
and applicable premium of this Global Security, the Depository shall surrender,
or cause to be surrendered, this Global Security to the Trustee, whereupon a
new Global Security shall be issued to the Depository.


 


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 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 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,
limited in aggregate principal amount to
$[                          ].


 


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.


 


[Insert
redemption provisions, if applicable]


 


[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.]


 


Interest
payments for this Global Security shall be computed and paid on the basis of a
360-day year of twelve 30-day months.  In
any case where any Interest Payment Date or date on which the principal of this
Global Security is required to be paid is not a Business Day, then payment of
principal, premium or interest need not be made on such date but may be made on
the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date or date on which the principal of this Global
Security is required to be paid and, in the case of timely payment thereof, no
interest shall accrue for the period from and after such Interest Payment Date
or the date on which the principal of this Global Security is required to be
paid.


 


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.


 


A-2

















 


If an
Event of Default 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.


 


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.


 


As set
forth in and subject to the provisions of the Indenture, no Holder of any
Securities will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to such Securities, the Holders of not less than a majority in
principal amount of the outstanding Securities affected by such Event of
Default shall have made written request and offered reasonable indemnity to the
Trustee to institute such proceeding as Trustee and the Trustee shall have
failed to institute such proceeding within 60 days; provided, however, that such limitations
do not apply to a suit instituted by the Holder hereof for the enforcement of
payment of the principal of and any premium or interest on this Security on or
after the respective due dates expressed here.


 


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.


 


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


 


A-3

















 


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.


 


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-4

















 


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-5

















 


EXHIBIT B


 


FORM OF SECURITY


 


	
  REGISTERED

  	
   

  	
  REGISTERED

  



 


XCEL ENERGY INC.

(Incorporated under the laws of the State of Minnesota)

[      ]% JUNIOR SUBORDINATED NOTE, SERIES DUE [          ]


 




	
  CUSIP:

  	
   

  	
  NUMBER:

  
	
   

  	
   

  	
   

  
	
  ORIGINAL
  ISSUE DATE(S):

  	
   

  	
  PRINCIPAL
  AMOUNT(S):

  
	
   

  	
   

  	
   

  
	
  INTEREST
  RATE:

  	
   

  	
  MATURITY
  DATE:

  






 


 


XCEL
ENERGY INC., a corporation of the State of Minnesota (the “Company”),
for value received hereby promises to pay
to [                                                                  ]
or registered assigns, the principal sum of [                          ]
DOLLARS on the Maturity Date set forth above, and to pay interest thereon from
the Original Issue Date set forth above or from the most recent date to which
interest has been paid or duly provided for, semiannually in arrears on
[                          ]
and
[                          ]
in each year, commencing on the first such Interest Payment Date succeeding the
Original Issue Date set forth above, at the per annum Interest Rate set forth
above, until the principal hereof is paid or made available for payment.  No interest shall accrue on the Maturity
Date, so long as the principal amount of this Security is paid in full on the
Maturity Date.  The interest so payable
and punctually paid or duly provided for on any such Interest Payment Date
will, as provided in the Indenture (as defined below), be paid to the Person in
whose name this Security is registered at the close of business on the Regular
Record Date for such interest, which shall be the
[                    ]
or [                          ],
as the case may be, next preceding such Interest Payment Date; provided that
the first Interest Payment Date for any Security, the Original Issue Date of
which is after a Regular Record Date but prior to the applicable Interest
Payment Date, shall be the Interest Payment Date following the next succeeding
Regular Record Date; and provided, that interest payable on the Maturity Date
set forth above or, if applicable, upon redemption or acceleration, shall be
payable to the Person to whom principal shall be payable.  Except as otherwise provided in the Indenture
(referred to on the reverse hereof), any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and shall be paid to the Person in whose name this Security
is registered at the close of business on a Special Record Date for the payment
of such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Securityholders not more than fifteen days nor fewer than ten days
prior to such Special Record Date. 
Principal, applicable premium and interest due at the maturity of this
Security shall be payable in immediately available funds when due upon
presentation and surrender of this Security at the corporate trust office of
the Trustee or at the authorized office of any paying agent in the Borough of
Manhattan, the City and State of New York. 
Interest on this Security (other than interest payable at maturity)
shall be paid by check in clearinghouse funds to the Holder as its name appears
on the register; provided, that if the Trustee receives a written request from
any Holder of Securities (as defined below), the aggregate principal amount of
all of which having the same Interest Payment Date as this Security equals or
exceeds $10,000,000, on or prior to the applicable Regular Record Date,
interest on the Security shall be paid by wire transfer of immediately
available funds to a bank within the continental United States designated by
such Holder in its request or by direct deposit into the account of such Holder
designated by such Holder in its request if such account is maintained with the
Trustee or any paying agent.


 


REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH IN FULL ON
THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.


 


B-1

















 


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


 


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

  	
   

  	
   

  
				






 


B-2

















 


[FORM OF REVERSE OF SECURITY]

XCEL ENERGY INC.

[          ]% JUNIOR
SUBORDINATED NOTE, SERIES DUE
[          ]


 


This
Security is one of a duly authorized issue of Junior Subordinated Notes, Series due
[                          ]
(the “Securities of this Series”)
of the Company issued and to be issued under an 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 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 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 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 are and are to be
authenticated and delivered.  This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to
$[                          ].


 


[Insert
redemption provisions, if applicable]


 


[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 Security
in part only, a new Security or Securities of this Series of like tenor
for the unredeemed portion hereof will be issued in the name of the Securityholder
hereof upon the surrender hereof.]


 


Interest
payments for this Security shall be computed and paid on the basis of a 360-day
year of twelve 30-day months.  In any
case where any Interest Payment Date or the date on which the principal of this
Security is required to be paid is not a Business Day, then payment of
principal, premium or interest need not be made on such date but may be made on
the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date or the date on which the principal of this Security
is required to be paid, and, in the case of timely payment thereof, no interest
shall accrue for the period from and after such Interest Payment Date or the
date on which the principal of this Security is required to be paid.


 


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 (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.


 


If an
Event of Default shall occur and be continuing, the principal of the Securities
may be declared due and payable in the manner and with the effect provided in
the Indenture.


 


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 Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor in lieu thereof whether
or not notation of such consent or waiver is made upon the Security.


 


B-3

















 


As set
forth in and subject to the provisions of the Indenture, no Holder of any
Securities will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to such Securities, the Holders of not less than a majority in
principal amount of the outstanding Securities affected by such Event of
Default shall have made written request and offered reasonable indemnity to the
Trustee to institute such proceeding as Trustee and the Trustee shall have
failed to institute such proceeding within 60 days; provided, however, that such limitations
do not apply to a suit instituted by the Holder hereof for the enforcement of
payment of the principal of and any premium or interest on this Security on or
after the respective due dates expressed here.


 


No
reference herein to the Indenture and to provisions of this 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 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,
the transfer of this Security is registrable in the Security register.  Upon surrender of this Security for
registration or transfer at the corporate trust office of the Trustee or such
other office or agency as may be designated by the Company in the Borough of
Manhattan, the City and State of New York, endorsed by or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security registrar, duly executed by the Holder hereof or the attorney in fact
of such Holder duly authorized in writing, one or more new Securities of this Series of
like tenor and of authorized denominations and for the same aggregate principal
amount will be issued to the designated transferee or transferees.


 


The
Securities of this Series are issuable only in registered form, without
coupons, in denominations of $1,000 and any integral multiple thereof.  As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this Series are
exchangeable for a like aggregate principal amount of Securities of this Series of
like tenor and of a different authorized denomination, as requested by the
Holder surrendering the same.


 


No
service charge shall be made for any such registration of transfer or exchange
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


 


Prior
to due presentment of this Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner thereof for all purposes,
whether or not this Security is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


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


 


All
terms used in this Security which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.


 


B-4

















 


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.

  






 


B-5