EX-4.01




 Exhibit 4.01 

SUPPLEMENTAL INDENTURE NO. 15 

FROM 
 XCEL ENERGY INC.

 (a Minnesota corporation) 

TO 
 COMPUTERSHARE TRUST
COMPANY, N.A., 
 as successor to 

WELLS FARGO BANK, NATIONAL ASSOCIATION 

Trustee 
  

 
 DATED AS OF

 NOVEMBER 3, 2021 

SUPPLEMENTAL TO INDENTURE 

DATED AS OF DECEMBER 1, 2000 
  











 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 Parties
	 		  	 	1	 
			
	 Recitals
	 		  	 	1	 
	
	ARTICLE ONE	  

	RELATION TO INDENTURE; DEFINITIONS	  

			
	 SECTION 1.01
	 	Integral Part of Indenture	  	 	2	 
	 SECTION 1.02
	 		  			
			
	 (a)
	 	Definitions	  	 	2	 
	 (b)
	 	References to Articles and Sections	  	 	2	 
	 (c)
	 	Terms Referring to this Supplemental Indenture	  	 	2	 
	
	ARTICLE TWO	  

	1.75% SENIOR NOTES, SERIES DUE MARCH 15, 2027	  

			
	 SECTION 2.01
	 	Designation and Principal Amount	  	 	2	 
	 SECTION 2.02
	 	Stated Maturity Date	  	 	2	 
	 SECTION 2.03
	 	Interest Payment Dates	  	 	2	 
	 SECTION 2.04
	 	Office for Payment	  	 	2	 
	 SECTION 2.05
	 	Redemption Provisions	  	 	2	 
	 SECTION 2.06
	 	Authorized Denominations	  	 	4	 
	 SECTION 2.07
	 	Form of 1.75% Senior Notes, Series due March 15, 2027	  	 	4	 
	 SECTION 2.08
	 	Reopening of Notes due 2027	  	 	4	 
	
	ARTICLE THREE	  

	2.35% SENIOR NOTES, SERIES DUE NOVEMBER 15, 2031	  

			
	 SECTION 3.01
	 	Designation and Principal Amount	  	 	4	 
	 SECTION 3.02
	 	Stated Maturity Date	  	 	4	 
	 SECTION 3.03
	 	Interest Payment Dates	  	 	4	 
	 SECTION 3.04
	 	Office for Payment	  	 	4	 
	 SECTION 3.05
	 	Redemption Provisions	  	 	4	 
	 SECTION 3.06
	 	Authorized Denominations	  	 	6	 
	 SECTION 3.07
	 	Form of 2.35% Senior Notes, Series due November 15, 2031	  	 	6	 
	 SECTION 3.08
	 	Reopening of Notes due 2031	  	 	6	 
	
	ARTICLE FOUR	  

	MISCELLANEOUS	  

			
	 SECTION 4.01
	 	Recitals of fact, except as stated, are statements of the Company	  	 	6	 
	 SECTION 4.02
	 	Supplemental Indenture to be construed as a part of the Indenture	  	 	6	 


  
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 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 SECTION 4.03
	 		  			
			
	 (a)
	 	Trust Indenture Act to control	  	 	6	 
	 (b)
	 	Severability of provisions contained in Supplemental Indenture and Notes	  	 	6	 
			
	 SECTION 4.04
	 	Reference to either party in Supplemental Indenture include successors or assigns	  	 	6	 
	 SECTION 4.05
	 		  			
			
	 (a)
	 	Provision for execution in counterparts	  	 	7	 
	 (b)
	 	Table of Contents and descriptive headings of Articles not to affect meaning	  	 	7	 
		
	 Exhibit A - Form of 1.75% Senior Notes, Series due March 15, 2027
	  	 	A-1	 
	 Exhibit B - Form of 2.35% Senior Notes, Series due November 15, 2031
	  	 	B-1	 


  
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 SUPPLEMENTAL INDENTURE No. 15, made as of the 3rd day of November, 2021, by and between XCEL ENERGY INC., a corporation duly organized and existing under the laws of the State of Minnesota (the “Company”), and COMPUTERSHARE TRUST COMPANY,
N.A., as successor to WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as trustee (the “Trustee”): 

WITNESSETH: 

WHEREAS, the Company has heretofore executed and delivered its 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 two series of Securities designated “1.75% Senior Notes, Series due March 15, 2027” and “2.35% Senior Notes, Series due November 15, 2031” (hereinafter referred to as the “Notes due
2027” and “Notes due 2031,” respectively, and collectively, as the “Notes”); 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, Section 8.13 of the Indenture provides that any corporation
succeeding to all or substantially all of the corporate trust business of the Trustee shall be the successor of the Trustee under the Indenture without the execution or filing of any paper or any further act on the part of any of the parties
thereto, provided such corporation shall be otherwise qualified and eligible under Article VIII of the Indenture; and 
 WHEREAS, on
November 1, 2021, Computershare Trust Company, N.A. purchased all or substantially all of the corporate trust business of Wells Fargo Bank, National Association, and is qualified and eligible to act as trustee under the Indenture; and 

WHEREAS, the execution and delivery of this Supplemental Indenture No. 15 (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 are, and are to be, authenticated,
issued and delivered, and in consideration of the premises of the purchase and acceptance of the Notes 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, 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;



  

	(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 

1.75% SENIOR NOTES, SERIES DUE MARCH 15, 2027 

SECTION 2.01. There shall be a series of Securities designated the “1.75% Senior Notes, Series due March 15, 2027.” The Notes due 2027
shall be limited to $500,000,000 aggregate principal amount except as provided in Section 2.08 hereof. 
 SECTION 2.02. Except as otherwise
provided in Section 2.05 hereof, the principal amount of the Notes due 2027 shall be payable on the stated maturity date of March 15, 2027. 

SECTION 2.03. The Notes due 2027 shall be dated their date of authentication as provided in the Indenture and shall bear interest from their date at
the rate of 1.75% per annum, payable semi-annually on March 15 and September 15 of each year, commencing March 15, 2022. The Regular Record Dates with respect to such March 15 and September 15 interest payment dates shall be
March 1 and September 1, respectively, immediately preceding such interest payment dates. 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 2027 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. At any time prior to February 15, 2027 (one month prior to maturity of the Notes
due 2027 (the “2027 Par Call Date”)), the Company may redeem, in whole or in part, the Notes due 2027 at a “make-whole” redemption price equal to the greater of (i) 100% of the principal amount of such Notes due 2027 being
redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes due 2027 being redeemed that would be due if such Notes due 2027 matured on the 2027 Par Call Date (excluding the portion
of any such accrued and unpaid interest to but excluding the date fixed for redemption), discounted to but excluding the date fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 10 basis points plus, in each case, accrued and unpaid interest thereon to but excluding the date fixed for redemption. At any time on or
after the 2027 Par Call Date, the Company may redeem, in whole or in part, the Notes due 2027, at 100% of the principal amount of the Notes due 2027 being redeemed plus accrued and unpaid interest thereon to but excluding the date fixed for
redemption. 

  
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 “Comparable Treasury Issue” means the U.S. Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes due 2027 being redeemed (assuming, for this purpose, that the Notes due 2027 matured on the 2027 Par Call Date) that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes due 2027 being redeemed. 

“Comparable Treasury Price” means with respect to any redemption date of the Notes due 2027 (i) the average of the Reference
Treasury Dealer Quotations for such date fixed for redemption, after excluding the highest and lowest of such Reference Treasury Dealer Quotations for such date fixed for redemption, or (ii) if the Independent Investment Banker obtains fewer
than four of such Reference Treasury Dealer Quotations for the date fixed for redemption, the average of all of such Reference Treasury Dealer Quotations for the date fixed for redemption. 

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

“Primary Treasury Dealer” means any primary U.S. Government securities dealer in the United States. 

“Reference Treasury Dealer” means (i) each of BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan
Stanley & Co. LLC, and any other Primary Treasury Dealer designated by, and not affiliated with, BofA Securities, Inc., Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC, or their respective affiliates or successors,
provided, however, that if any of the foregoing, or any of their respective designees, ceases to be a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (ii) any other Primary Treasury Dealer
selected by the Company after consultation with an Independent Investment Banker. 
 “Reference Treasury Dealer Quotations” means,
for any Reference Treasury Dealer and any date fixed for redemption, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to an Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., Eastern time, on the third business day preceding the date fixed for redemption. 

“Treasury Rate” means, with respect to any date fixed for redemption, the rate per annum equal to the semi-annual equivalent yield
to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such date fixed for redemption. The Treasury Rate
will be calculated on the third business day preceding the date fixed for redemption. 

  
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 The Notes due 2027 shall not be subject to any sinking fund. 

The Company may redeem, in whole or in part, the Notes due 2027 without redeeming the Notes due 2031. 

SECTION 2.06. The Notes due 2027 shall be issued in fully registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. 
 SECTION 2.07. The Notes due 2027 shall initially be in the form attached as Exhibit A hereto. 

SECTION 2.08. The Notes due 2027 may be reopened and additional notes of the Notes due 2027 may be issued in excess of the limitation set forth in
Section 2.01, provided that such additional notes will contain the same terms (including the maturity date and interest payment terms) as the other Notes due 2027, except for the price to the public, the issue date and, if applicable, the first
interest accrual and payment dates. Any such additional Notes due 2027, together with the other Notes due 2027, shall constitute a single series for purposes of the Indenture and shall have the same CUSIP provided they are fungible for U.S. federal
income tax purposes. 
 ARTICLE THREE 

2.35% SENIOR NOTES, SERIES DUE NOVEMBER 15, 2031 

SECTION 3.01. There shall be a series of Securities designated the “2.35% Senior Notes, Series due November 15, 2031.” The Notes due
2031 shall be limited to $300,000,000 aggregate principal amount except as provided in Section 3.08 hereof. 
 SECTION 3.02. Except as otherwise
provided in Section 3.05 hereof, the principal amount of the Notes due 2031 shall be payable on the stated maturity date of November 15, 2031. 

SECTION 3.03. The Notes due 2031 shall be dated their date of authentication as provided in the Indenture and shall bear interest from their date at
the rate of 2.35% per annum, payable semi-annually on May 15 and November 15 of each year, commencing May 15, 2022. The Regular Record Dates with respect to such May 15 and November 15 interest payment dates shall be
May 1 and November 1, respectively, immediately preceding such interest payment dates. 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 3.04. The Notes due 2031 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 3.05. At any time prior to May 15, 2031 (six months prior to maturity of the Notes due
2031 (the “2031 Par Call Date”)), the Company may redeem, in whole or in part, the Notes due 2031 at a “make-whole” redemption price equal to the greater of (i) 100% of the principal amount of such Notes due 2031 being redeemed
and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes due 2031 being redeemed that would be due if such Notes due 2031 matured on the 2031 Par Call Date (excluding the portion of any
such accrued and unpaid interest to but excluding the date fixed for redemption), discounted to but excluding the date fixed for redemption on a semi-annual basis (assuming a 360-day year


  
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consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points plus, in each case, accrued and unpaid interest thereon to
but excluding the date fixed for redemption. At any time on or after the 2031 Par Call Date, the Company may redeem, in whole or in part, the Notes due 2031, at 100% of the principal amount of the Notes due 2031 being redeemed plus accrued and
unpaid interest thereon to but excluding the date fixed for redemption. 
 “Comparable Treasury Issue” means the U.S. Treasury
security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes due 2031 being redeemed (assuming, for this purpose, that the Notes due 2031 matured on the 2031 Par Call Date) that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes due 2031 being redeemed. 

“Comparable Treasury Price” means with respect to any redemption date of the Notes due 2031 (i) the average of the Reference
Treasury Dealer Quotations for such date fixed for redemption, after excluding the highest and lowest of such Reference Treasury Dealer Quotations for such date fixed for redemption, or (ii) if the Independent Investment Banker obtains fewer
than four of such Reference Treasury Dealer Quotations for the date fixed for redemption, the average of all of such Reference Treasury Dealer Quotations for the date fixed for redemption. 

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

“Primary Treasury Dealer” means any primary U.S. Government securities dealer in the United States. 

“Reference Treasury Dealer” means (i) each of BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan
Stanley & Co. LLC, and any other Primary Treasury Dealer designated by, and not affiliated with, BofA Securities, Inc., Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC, or their respective affiliates or successors,
provided, however, that if any of the foregoing, or any of their respective designees, ceases to be a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (ii) any other Primary Treasury Dealer
selected by the Company after consultation with an Independent Investment Banker. 
 “Reference Treasury Dealer Quotations” means,
for any Reference Treasury Dealer and any date fixed for redemption, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to an Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., Eastern time, on the third business day preceding the date fixed for redemption. 

“Treasury Rate” means, with respect to any date fixed for redemption, the rate per annum equal to the semi-annual equivalent yield
to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such date fixed for redemption. The Treasury Rate
will be calculated on the third business day preceding the date fixed for redemption. 

  
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 The Notes due 2031 shall not be subject to any sinking fund. 

The Company may redeem, in whole or in part, the Notes due 2031 without redeeming the Notes due 2027. 

SECTION 3.06. The Notes due 2031 shall be issued in fully registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. 
 SECTION 3.07. The Notes due 2031 shall initially be in the form attached as Exhibit B hereto. 

SECTION 3.08. The Notes due 2031 may be reopened and additional notes of the Notes due 2031 may be issued in excess of the limitation set
forth in Section 3.01, provided that such additional notes will contain the same terms (including the maturity date and interest payment terms) as the other Notes due 2031, except for the price to the public, the issue date and, if applicable,
the first interest accrual and payment dates. Any such additional Notes due 2031, together with the other Notes due 2031, shall constitute a single series for purposes of the Indenture and shall have the same CUSIP provided they are fungible for
U.S. federal income tax purposes. 
 ARTICLE FOUR 

MISCELLANEOUS 
 SECTION 4.01. The
recitals of fact herein and in the Notes (except the Trustee’s Certificates of Authentication) shall be taken as statements of the Company and shall not be construed as made by the Trustee. 

SECTION 4.02. This Supplemental Indenture shall be construed in connection with and as a part of the Indenture. 

SECTION 4.03. 
  

	(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 4.04. 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. 

  
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 SECTION 4.05. 
  

	(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. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and
delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all
purposes. This Supplemental Indenture (and any document executed in connection with this Supplemental Indenture) shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the
party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law,
including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned,
or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability
with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt,
original manual signatures shall be used for execution or indorsement of writings when required under any Signature Law due to the character or intended character of the writings. 



 

	(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 COMPUTERSHARE TRUST COMPANY, N.A. as successor to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, has caused this Supplemental Indenture to be signed
by its Vice President as of this 3rd day of November, 2021. 
  

			
	XCEL ENERGY INC.
		
	By:	 	 /s/ Paul A. Johnson

	Name:	 	Paul A. Johnson
	Title:	 	Vice President, Treasurer and Investor Relations
	
	ATTEST:
		
	By:	 	 /s/ Amy L. Schneider

	Name:	 	Amy L. Schneider
	Title:	 	Vice President, Corporate Secretary and Securities
	
	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Karla D. Sjostrom

	Name:	 	Karla D. Sjostrom
	Title:	 	Vice President


 [Signature Page to Supplemental Indenture No. 15] 

 











 EXHIBIT A 

FORM OF 
 1.75% SENIOR
NOTES, SERIES DUE MARCH 15, 2027 
 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) 

1.75% SENIOR NOTE, SERIES DUE MARCH 15, 2027 
  

			
	CUSIP: 98388M AB3	  	NUMBER:
		
	ORIGINAL ISSUE DATE(S): November 3, 2021	  	PRINCIPAL AMOUNT(S): $
		
	INTEREST RATE: 1.75%	  	MATURITY DATE: March 15, 2027

 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, semi-annually in arrears on March 15 and September 15 in each year, commencing March 15, 2022, 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 

  
 A-1 












 
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 March 1 and September 1, 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 March 15, 2027 (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 Computershare Trust Company,
N.A., as successor to 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 Notes of this Series and any other outstanding series of Securities. Reference is hereby
made to the Indenture for a more complete statement of the respective rights, limitations of rights, duties and immunities under the Indenture of the Company, the Trustee and the Securityholders and of the terms upon which the Securities are and are
to be authenticated and delivered. This Global Security has been issued in respect of the series designated on the first page hereof. 

Each 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. 

  
 A-2 












 At any time prior to February 15, 2027 (one month prior to maturity of the Notes of
this Series (the “Par Call Date”)), the Company may redeem, in whole or in part, the Notes of this Series, at a “make-whole” redemption price equal to the greater of (i) 100% of the principal amount of such Notes of this Series
being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes of this Series being redeemed that would be due if such Notes of this Series matured on the Par Call Date
(excluding the portion of any such accrued and unpaid interest to but excluding the date fixed for redemption), discounted to but excluding the date fixed for redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 10 basis points plus, in each case, accrued and unpaid interest thereon to
but excluding the date fixed for redemption. At any time on or after the Par Call Date, the Company may redeem, in whole or in part, the Notes of this Series, at 100% of the principal amount of the Notes of this Series being redeemed plus accrued
and unpaid interest thereon to but excluding the date fixed for redemption. 
 “Comparable Treasury Issue” means the U.S. Treasury
security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes of this Series being redeemed (assuming, for this purpose, that the Notes of this Series matured on the Par Call Date) that
would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes of this Series being redeemed. 

“Comparable Treasury Price” means with respect to any redemption date of the Notes of this Series (i) the average of the
Reference Treasury Dealer Quotations for such date fixed for redemption, after excluding the highest and lowest of such Reference Treasury Dealer Quotations for such date fixed for redemption, or (ii) if the Independent Investment Banker
obtains fewer than four of such Reference Treasury Dealer Quotations for the date fixed for redemption, the average of all of such Reference Treasury Dealer Quotations for the date fixed for redemption. 

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

“Primary Treasury Dealer” means any primary U.S. Government securities dealer in the United States. 

“Reference Treasury Dealer” means (i) each of BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan
Stanley & Co. LLC, and any other Primary Treasury Dealer designated by, and not affiliated with, BofA Securities, Inc., Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC, or their respective affiliates or successors,
provided, however, that if any of the foregoing, or any of their respective designees, ceases to be a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (ii) any other Primary Treasury Dealer
selected by the Company after consultation with an Independent Investment Banker. 
 “Reference Treasury Dealer Quotations” means,
for any Reference Treasury Dealer and any date fixed for redemption, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to an Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., Eastern time, on the third business day preceding the date fixed for redemption. 

  
 A-3 












 “Treasury Rate” means, with respect to any date fixed for redemption, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such date fixed for redemption. The Treasury Rate will be calculated on the third business day preceding the date fixed for redemption. 

Notice of redemption will be given by mail to Holders of Notes of this Series not less than 10 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 (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. 

  
 A-4 












 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 to the Trustee such reasonable indemnity as it may require 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 herein. 
 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, upon receipt of a Company Order for the authentication and delivery of individual Notes of this Series in
exchange for such Global Securities, shall authenticate and deliver to, or at the direction of, the Depository a Global Security in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Securities
surrendered thereto and that shall indicate all Original Issue Dates and the principal amount applicable to each such Original Issue Date. 

  
 A-5 












 The Indenture and the Securities shall be governed by, and construed in accordance with, the
laws of the State of Minnesota. 
 Unless the certificate of authentication hereon has been executed by the Trustee, directly or through an
Authenticating Agent by manual signature of an authorized officer, this Global Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

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

  
 A-6 












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

Dated:                      

 

			
	XCEL ENERGY INC.


 
			
		
	By:	 	  



 
			
	Name:
	Title:	 	Vice President and Treasurer


 
			
	
	ATTEST


 
			
		
	By:	 	  



 
			
	Name:
	Title:	 	Secretary


 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. 
  

			
	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 A-7 












 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-8 












 EXHIBIT B 

FORM OF 
 2.35% SENIOR
NOTES, SERIES DUE NOVEMBER 15, 2031 
 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) 

2.35% SENIOR NOTE, SERIES DUE NOVEMBER 15, 2031 
  

			
	CUSIP: 98388M AC1	  	NUMBER:
		
	ORIGINAL ISSUE DATE(S): November 3, 2021	  	PRINCIPAL AMOUNT(S): $
		
	INTEREST RATE: 2.35%	  	MATURITY DATE: November 15, 2031

 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, semi-annually in arrears on May 15 and November 15 in each year, commencing May 15, 2022, 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 

  
 B-1 












 
name this Note is registered at the close of business on the Regular Record Date for such interest, which shall be the May 1 and November 1, 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 November 15, 2031 (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 Computershare Trust Company,
N.A., as successor to 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 Notes of this Series and any other outstanding series of Securities. Reference is hereby
made to the Indenture for a more complete statement of the respective rights, limitations of rights, duties and immunities under the Indenture of the Company, the Trustee and the Securityholders and of the terms upon which the Securities are and are
to be authenticated and delivered. This Global Security has been issued in respect of the series designated on the first page hereof. 

Each 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. 

  
 B-2 












 At any time prior to May 15, 2031 (six months prior to maturity of the Notes of this
Series (the “Par Call Date”)), the Company may redeem, in whole or in part, the Notes of this Series, at a “make-whole” redemption price equal to the greater of (i) 100% of the principal amount of such Notes of this Series being
redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes of this Series being redeemed that would be due if such Notes of this Series matured on the Par Call Date (excluding the
portion of any such accrued and unpaid interest to but excluding the date fixed for redemption), discounted to but excluding the date fixed for redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points plus, in each case, accrued and unpaid interest thereon to but excluding the date fixed for redemption. At any
time on or after the Par Call Date, the Company may redeem, in whole or in part, the Notes of this Series, at 100% of the principal amount of the Notes of this Series being redeemed plus accrued and unpaid interest thereon to but excluding the date
fixed for redemption. 
 “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker
as having a maturity comparable to the remaining term of the Notes of this Series being redeemed (assuming, for this purpose, that the Notes of this Series matured on the Par Call Date) that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes of this Series being redeemed. 

“Comparable Treasury Price” means with respect to any redemption date of the Notes of this Series (i) the average of the
Reference Treasury Dealer Quotations for such date fixed for redemption, after excluding the highest and lowest of such Reference Treasury Dealer Quotations for such date fixed for redemption, or (ii) if the Independent Investment Banker
obtains fewer than four of such Reference Treasury Dealer Quotations for the date fixed for redemption, the average of all of such Reference Treasury Dealer Quotations for the date fixed for redemption. 

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

“Primary Treasury Dealer” means any primary U.S. Government securities dealer in the United States. 

“Reference Treasury Dealer” means (i) each of BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan
Stanley & Co. LLC, and any other Primary Treasury Dealer designated by, and not affiliated with, BofA Securities, Inc., Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC, or their respective affiliates or successors,
provided, however, that if any of the foregoing, or any of their respective designees, ceases to be a Primary Treasury Dealer, the Company will appoint another Primary Treasury Dealer as a substitute and (ii) any other Primary Treasury Dealer
selected by the Company after consultation with an Independent Investment Banker. 
 “Reference Treasury Dealer Quotations” means,
for any Reference Treasury Dealer and any date fixed for redemption, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to an Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m., Eastern time, on the third business day preceding the date fixed for redemption. 

  
 B-3 












 “Treasury Rate” means, with respect to any date fixed for redemption, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such date fixed for redemption. The Treasury Rate will be calculated on the third business day preceding the date fixed for redemption. 

Notice of redemption will be given by mail to Holders of Notes of this Series not less than 10 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 (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. 

  
 B-4 












 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 to the Trustee such reasonable indemnity as it may require 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 herein. 
 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, upon receipt of a Company Order for the authentication and delivery of individual Notes of this Series in
exchange for such Global Securities, 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. 

  
 B-5 












 The Indenture and the Securities shall be governed by, and construed in accordance with, the
laws of the State of Minnesota. 
 Unless the certificate of authentication hereon has been executed by the Trustee, directly or through an
Authenticating Agent by manual signature of an authorized officer, this Global Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

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

  
 B-6 












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

Dated:
                                  

 

			
	XCEL ENERGY INC.
		
	By:	 	  

	Name:
	Title: Vice President and Treasurer
	
	ATTEST
		
	By:	 	  

	Name:
	Title: Secretary


 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. 
  

			
	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
		
	By:	 	  

		 	Authorized Officer



  
 B-7 












 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-8