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                                                                    EXHIBIT 4.03

                                     FORM OF

                           SUPPLEMENTAL INDENTURE NO.

                                      FROM

                                XCEL ENERGY INC.
                            (A MINNESOTA CORPORATION)

                                       TO

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
                                     TRUSTEE
                       -----------------------------------


                                   DATED AS OF
                                         ,

                            SUPPLEMENTAL TO INDENTURE
                          DATED AS OF DECEMBER 1, 2000




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

                                   WITNESSETH:

         WHEREAS, the Company has heretofore executed and delivered its
Indenture (hereinafter referred to as the "Indenture"), made as of December 1,
2000; and

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

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

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE
                       RELATION TO INDENTURE; DEFINITIONS

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

         SECTION 1.02. For all purposes of this Supplemental Indenture:

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


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

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

                                  ARTICLE TWO
                           % SENIOR NOTES, SERIES DUE

         SECTION 2.01. There shall be a series of Securities designated the " %
Senior Notes, Series due   " (the "Notes due    "). The Notes due    shall be
limited to $     aggregate principal amount.

         SECTION 2.02. Except as otherwise provided in Section 2.05 hereof, the
principal amount of the Notes due       shall be payable on the stated maturity
date of         ,     .

         SECTION 2.03. The Notes due    shall be dated their date of
authentication as provided in the Indenture and shall bear interest from their
date at the rate of   % per annum, payable semi-annually on         and
of each year, commencing . The Regular Record Dates with respect to such
and     interest payment dates shall be    and    , respectively. Principal and
interest shall be payable to the persons and in the manner provided in Sections
2.4 and 2.12 of the Indenture.

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

         SECTION 2.05. [The Company may not redeem the Notes due ___ prior to
the stated maturity dated.] [The Company may redeem the Notes due at any time,
in whole or in part, at a redemption price equal to _____.]

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

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

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

                                 ARTICLE THREE
                                 MISCELLANEOUS

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

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


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         SECTION 3.03.

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

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

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

         SECTION 3.05.

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

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





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         IN WITNESS WHEREOF, XCEL ENERGY INC. has caused this Supplemental
Indenture to be signed by its President or a Vice President, and attested by its
Secretary or an Assistant Secretary and WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, has caused this Supplemental Indenture to be signed by its
President, Vice President, Assistant Vice President or authorized Corporate
Trust Officer, and attested by an authorized officer, this _____ day of
___________, _______.


                                         XCEL ENERGY INC.



                                         By:_____________________________
                                            Name:
                                            Title:
ATTEST:


By:_____________________________

                                         WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION, as Trustee



                                         By:_____________________________
                                            Name:
                                            Title:
ATTEST:


By:_____________________________
   Name:
   Title:


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                                                                       EXHIBIT A


                                     FORM OF
                           % SENIOR NOTES, SERIES DUE

REGISTERED

         THIS NOTE 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 NOTES 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)
                            % SENIOR 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 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


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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 Note 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 Note, 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 Note 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
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 11:30 a.m., 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 Senior Notes, Series due      (the "Notes of this Series",
which term includes any Global Securities representing such Notes) of the
Company issued and to be issued under an Indenture dated as of December 1, 2000
between the Company and Wells Fargo Bank Minnesota, 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 Notes of this
Series and any other outstanding series of Securities. 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 $        .



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

         [The Company may not redeem the Notes of this Series prior to the
Maturity Date.] [The Company may redeem the Notes of this Series at any time, in
whole or in part, at a redemption price equal to _____.]

         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 (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 Global Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Global Security and of any
Note 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 Note.

         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



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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 Note 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 Note 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 Notes of this Series in exchange for this Global
Security, will authenticate and deliver individual Notes 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 Notes 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 Notes of this Series in exchange for such Global Security, shall
authenticate and deliver, individual Notes 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.


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


                                           WELLS FARGO BANK MINNESOTA,
                                           NATIONAL ASSOCIATION, as Trustee



                                           By:________________________________
                                              Authorized Officer

                                  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 ________







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                                                      (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.






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