<PAGE>

                                                                    EXHIBIT 4.10

                           --------------------------

                                XCEL ENERGY INC.

                    7 1/2% Convertible Senior Notes due 2008

                           --------------------------

                                    INDENTURE

                          Dated as of November 15, 2003

                           --------------------------

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

                                     TRUSTEE

                           --------------------------

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>                                                                                                                  <C>
                                                       ARTICLE 1
                                DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01   Definitions.......................................................................................      1
SECTION 1.02   Other Definitions.................................................................................      6
SECTION 1.03   Incorporation by Reference of Trust Indenture Act.................................................      7
SECTION 1.04   Rules of Construction.............................................................................      8
SECTION 1.05   Acts of Holders...................................................................................      8

                                                       ARTICLE 2
                                                       THE NOTES

SECTION 2.01   Designation Amount and Issue of Notes.............................................................      9
SECTION 2.02   Form of Notes.....................................................................................      9
SECTION 2.03   Execution and Authentication......................................................................     10
SECTION 2.04   Note Registrar, Paying Agent and Conversion Agent.................................................     10
SECTION 2.05   Paying Agent to Hold Money and Notes in Trust.....................................................     11
SECTION 2.06   Noteholder Lists..................................................................................     11
SECTION 2.07   Transfer and Exchange; Restrictions on Transfer; Depositary.......................................     11
SECTION 2.08   Replacement Notes.................................................................................     19
SECTION 2.09   Outstanding Notes; Determination of Holders' Action...............................................     19
SECTION 2.10   Temporary Notes...................................................................................     20
SECTION 2.11   Cancellation......................................................................................     20
SECTION 2.12   Persons Deemed Owners.............................................................................     21
SECTION 2.13   CUSIP Numbers.....................................................................................     21
SECTION 2.14   Default Interest..................................................................................     21
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                                                                  <C>
                                                       ARTICLE 3
                                                       PURCHASES

SECTION 3.01   Repurchase of Notes at Option of the Holder upon Change of Control................................     21
SECTION 3.02   Effect of Change of Control Repurchase Notice.....................................................     25
SECTION 3.03   Deposit of Change of Control Repurchase Price.....................................................     26
SECTION 3.04   Notes Purchased in Part...........................................................................     26
SECTION 3.05   Covenant to Comply with Securities Laws upon Purchase of Notes....................................     26
SECTION 3.06   Repayment to the Issuer...........................................................................     26

                                                       ARTICLE 4
                                                       COVENANTS

SECTION 4.01   Payment of Principal, Premium, Interest on the Notes..............................................     27
SECTION 4.02   Reports by the Issuer.............................................................................     27
SECTION 4.03   Compliance Certificate............................................................................     27
SECTION 4.04   Further Instruments and Acts......................................................................     28
SECTION 4.05   Maintenance of Office or Agency...................................................................     28
SECTION 4.06   Delivery of Certain Information...................................................................     28
SECTION 4.07   Existence.........................................................................................     28
SECTION 4.08   Maintenance of Properties.........................................................................     29
SECTION 4.09   Payment of Taxes and Other Claims.................................................................     29
SECTION 4.10   Liquidated Damages Notice.........................................................................     29
SECTION 4.11   Additional Interest Notice........................................................................     29

                                                       ARTICLE 5
                                                 SUCCESSOR CORPORATION

SECTION 5.01   When Issuer May Merge or Transfer Assets..........................................................     30

                                                       ARTICLE 6
                                                 DEFAULTS AND REMEDIES

SECTION 6.01   Events of Default.................................................................................     31
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                  <C>
SECTION 6.02   Acceleration......................................................................................     33
SECTION 6.03   Other Remedies....................................................................................     33
SECTION 6.04   Waiver of Past Defaults...........................................................................     33
SECTION 6.05   Control by Majority...............................................................................     34
SECTION 6.06   Limitation on Suits...............................................................................     34
SECTION 6.07   Rights of Holders To Receive Payment..............................................................     34
SECTION 6.08   Collection Suit by Trustee........................................................................     35
SECTION 6.09   Trustee May File Proofs of Claim..................................................................     35
SECTION 6.10   Priorities........................................................................................     35
SECTION 6.11   Undertaking for Costs.............................................................................     36
SECTION 6.12   Waiver of Stay, Extension or Usury Laws...........................................................     36

                                                       ARTICLE 7
                                                        TRUSTEE

SECTION 7.01   Duties and Responsibilities of the Trustee; During Default; Prior to Default......................     36
SECTION 7.02   Certain Rights of the Trustee.....................................................................     37
SECTION 7.03   Trustee Not Responsible for Recitals, Dispositions of Notes or Application of Proceeds Thereof....     39
SECTION 7.04   Trustee and Agents May Hold Notes; Collections, etc...............................................     39
SECTION 7.05   Moneys Held by Trustee............................................................................     39
SECTION 7.06   Compensation and Indemnification of Trustee and its Prior Claim...................................     39
SECTION 7.07   Right of Trustee to Rely on Officers' Certificate, etc............................................     40
SECTION 7.08   Conflicting Interests.............................................................................     40
SECTION 7.09   Persons Eligible for Appointment as Trustee.......................................................     40
SECTION 7.10   Resignation and Removal; Appointment of Successor Trustee.........................................     40
SECTION 7.11   Acceptance of Appointment by Successor Trustee....................................................     42
SECTION 7.12   Merger, Conversion, Consolidation or Succession to Business of Trustee............................     42
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>                                                                                                                  <C>
SECTION 7.13   Preferential Collection of Claims Against the Issuer..............................................     43
SECTION 7.14   Reports by the Trustee............................................................................     43
SECTION 7.15   Trustee to Give Notice of Default, but May Withhold in Certain Circumstances......................     43

                                                       ARTICLE 8
                                                 DISCHARGE OF INDENTURE

SECTION 8.01   Discharge of Indenture............................................................................     44
SECTION 8.02   Paying Agent to Repay Monies Held.................................................................     44
SECTION 8.03   Return of Unclaimed Monies........................................................................     44

                                                       ARTICLE 9
                                                SUPPLEMENTAL INDENTURES

SECTION 9.01   Without Consent of Holders........................................................................     44
SECTION 9.02   With Consent of Holders...........................................................................     45
SECTION 9.03   Compliance with Trust Indenture Act...............................................................     46
SECTION 9.04   Revocation and Effect of Consents, Waivers and Actions............................................     46
SECTION 9.05   Notation on or Exchange of Notes..................................................................     46
SECTION 9.06   Trustee to Sign Supplemental Indentures...........................................................     46
SECTION 9.07   Effect of Supplemental Indentures.................................................................     47

                                                       ARTICLE 10
                                                       CONVERSION

SECTION 10.01  Conversion Privilege..............................................................................     47
SECTION 10.02  Exercise of Conversion Right......................................................................     47
SECTION 10.03  Fractions of Shares...............................................................................     48
SECTION 10.04  Adjustment of Conversion Rate.....................................................................     48
SECTION 10.05  Notice of Adjustments of Conversion Price.........................................................     54
SECTION 10.06  Notice Prior to Certain Actions...................................................................     54
SECTION 10.07  Issuer to Reserve Common Stock....................................................................     55
</TABLE>

                                       iv
<PAGE>

<TABLE>
<S>                                                                                                                  <C>
SECTION 10.08  Taxes on Conversions..............................................................................     56
SECTION 10.09  Covenant as to Common Stock.......................................................................     56
SECTION 10.10  Cancellation of Converted Notes...................................................................     56
SECTION 10.11  Effect of Reclassification, Consolidation, Merger or Sale.........................................     56
SECTION 10.12  Responsibility of Trustee for Conversion Provisions...............................................     58
SECTION 10.13  Voluntary Increase................................................................................     58

                                                       ARTICLE 11
                                                  PROTECTION PAYMENTS

SECTION 11.01  Additional Interest Amounts.......................................................................     58

                                                       ARTICLE 12
                                                     MISCELLANEOUS

SECTION 12.01  Trust Indenture Act Controls......................................................................     59
SECTION 12.02  Notices...........................................................................................     59
SECTION 12.03  Communication by Holders with Other Holders.......................................................     60
SECTION 12.04  Certificate and Opinion as to Conditions Precedent................................................     60
SECTION 12.05  Statements Required in Certificate or Opinion.....................................................     61
SECTION 12.06  Separability Clause...............................................................................     61
SECTION 12.07  Rules by Trustee, Paying Agent, Conversion Agent and Note Registrar...............................     61
SECTION 12.08  Legal Holidays....................................................................................     61
SECTION 12.09  Governing Law.....................................................................................     61
SECTION 12.10  No Recourse Against Others........................................................................     61
SECTION 12.11  Successors........................................................................................     62
SECTION 12.12  Benefits of Indenture.............................................................................     62
SECTION 12.13  Table of Contents, Heading, Etc...................................................................     62
SECTION 12.14  Authenticating Agent..............................................................................     62
SECTION 12.15  Execution in Counterparts.........................................................................     63
</TABLE>

                                        v
<PAGE>

                                    EXHIBITS

Exhibit A      Form of Note
Exhibit B-1    Transfer Certificate
Exhibit B-2    Form of Letter to Be Delivered by
                 Institutional Accredited Investors

                                       vi

<PAGE>

                             CROSS REFERENCE TABLE*

<TABLE>
<CAPTION>
                                                                INDENTURE
TIA SECTION                                                      SECTION
-----------                                               ----------------------
<S>                                                       <C>
310(a)(1).............................................                      7.09
(a)(2)................................................                      7.09
(a)(3)................................................                      N.A.
(a)(4)................................................                      N.A.
(a)(5)................................................                      7.09
(b)...................................................    7.08; 7.09; 7.10; 7.11
(c)...................................................                      N.A.
311(a)................................................                      7.13
(b)...................................................                      7.13
(c)...................................................                      N.A.
312(a)................................................                      2.06
(b)...................................................                     12.03
(c)...................................................                     12.03
313(a)................................................                   7.14(a)
(b)(1)................................................                   7.14(a)
(b)(2)................................................                   7.14(a)
(c)...................................................                     12.02
(d)...................................................                   7.14(b)
314(a)................................................         4.02; 4.03; 12.02
(b)...................................................                      N.A.
(c)(1)................................................                     12.04
(c)(2)................................................                     12.04
(c)(3)................................................                      N.A.
(d)...................................................                      N.A.
(e)...................................................                     12.05
(f)...................................................                      N.A.
315(a)................................................                      7.01
(b)...................................................               7.15; 12.02
(c)...................................................                      7.01
(d)...................................................                      7.01
(e)...................................................                      6.11
316(a) (last sentence)................................                      2.09
(a)(1)(A).............................................                      6.05
(a)(1)(B).............................................                      6.04
(a)(2)................................................                      N.A.
(b)...................................................                      6.07
317(a)(1).............................................                      6.08
(a)(2)................................................                      6.09
(b)...................................................                      2.05
318(a)................................................                     12.01
</TABLE>

N.A. means Not Applicable

                                       vii

<PAGE>

--------------------
* Note: This Cross Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.

                                      viii

<PAGE>

         INDENTURE dated as of November 15, 2003 between XCEL ENERGY INC., a
Minnesota corporation (the "Issuer"), 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").

                             RECITALS OF THE ISSUER

         The Issuer has duly authorized the creation of an issue of its 7 1/2%
Convertible Senior Notes due 2008 (herein called the "Notes") of substantially
the tenor and amount hereinafter set forth, and to provide therefor the Issuer
has duly authorized the execution and delivery of this Indenture.

         All things necessary to make the Notes, when the Notes are executed by
the Issuer and authenticated and delivered hereunder, the valid and legally
binding obligations of the Issuer, and to make this Indenture a valid agreement
of the Issuer, in accordance with their and its terms, have been done. Further,
all things necessary to duly authorize the issuance of the Common Stock of the
Issuer issuable upon the conversion of the Notes, and to duly reserve for
issuance the number of shares of Common Stock issuable upon such conversion,
have been done.

         This Indenture is subject to, and shall be governed by, the provisions
of the Trust Indenture Act of 1939, as amended, that are required to be a part
of and to govern indentures qualified under the Trust Indenture Act of 1939, as
amended.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows:

                                    ARTICLE 1

             Definitions and Other Provisions of General Application

         SECTION 1.01 Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

         (a)      the terms defined in this Article have the meanings assigned
         to them in this Article and include the plural as well as the singular;
         and

         (b)      the words "herein," "hereof" and "hereunder" and other words
         of similar import refer to this Indenture as a whole and not to any
         particular Article, Section or other subdivision.

         "Affiliate" of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For purposes of this definition, "control"
when used with respect to any specified person

<PAGE>

means the power to direct or cause the direction of the management and policies
of such person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

         "Board of Directors" means either the board of directors of the Issuer,
or any duly authorized committee of such board.

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which the banking institutions in The City of New
York or the city in which the Corporate Trust Office is located are authorized
or obligated by law or executive order to close or be closed.

         "Capital Stock" of any corporation means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock issued by that corporation.

         "Common Stock" means the Common Stock, par value $2.50 per share,
together with any rights related thereto, of the Issuer, authorized at the date
of this instrument as originally executed. Subject to the provisions of Section
10.11, shares issuable on conversion of Notes shall include only shares of
Common Stock or shares of any class or classes of common stock resulting from
any reclassification or reclassifications thereof; provided, however, that if at
any time there shall be more than one such resulting class, the shares so
issuable on conversion of Notes shall include shares of all such classes, and
the shares of each such class then so issuable shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

         "common stock" means any stock of any class of capital stock which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the issuer.

         "Conversion Agent" means any person authorized by the Issuer to convert
Notes in accordance with Article 10 hereof.

         "Conversion Price" means, initially, $12.325, and at any point, the
price obtained by dividing $1,000 by the Conversion Rate then in effect, rounded
to the nearest cent.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at Corporate Trust Services N9303-120,
Sixth and Marquette, Minneapolis, Minnesota 55479, or such other address as the
Trustee may designate from time to time by notice to the Holders and the Issuer,
or the principal corporate trust office of any successor Trustee (or such other
address as a successor Trustee may designate from time to time by notice to the
Holders and the Issuer).

         "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.07(d) as the
Depositary with respect to such

                                       2
<PAGE>

Notes, until a successor shall have been appointed and become such pursuant to
the applicable provisions of this Indenture, and thereafter, "Depositary" shall
mean or include such successor.

         "GAAP" means United States generally accepted accounting principles as
in effect from time to time.

         "Holder" or "Noteholder" as applied to any Note, or other similar terms
(but excluding the term "beneficial holder"), means any Person in whose name at
the time a particular Note is registered on the Note Registrar's books.

         "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.

         "Initial Purchasers" means Citadel Equity Fund Ltd., Citadel Credit
Trading Ltd. and Citadel Jackson Investment Fund Ltd.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Notes.

         "Issue Date" of any Note means the date on which the Note was
originally issued or deemed issued as set forth on the face of the Note.

         "Issuer" means the party named as the "Issuer" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

         "Issuer Order" means a written order signed in the name of the Issuer
by any two Officers of the Issuer.

         "Liquidated Damages" has the meaning specified for "Liquidated Damages
Amount" in Section 2(e) of the Registration Rights Agreement.

         "Notes" has the meaning ascribed to it in the first paragraph under the
caption "Recitals of the Issuer".

         "NRG" means NRG Energy, Inc.

         "Officer" means the Chairman of the Board, the Vice Chairman, the Chief
Executive Officer, the President, any Executive Vice President, any Senior Vice
President, any Vice President, the Treasurer or the Secretary or any Assistant
Treasurer or Assistant Secretary of the Issuer.

         "Officers' Certificate" means a written certificate containing the
information specified in Sections 12.04 and 12.05, signed in the name of the
Issuer by any two Officers of the Issuer, and delivered to the Trustee. An
Officers' Certificate given pursuant to Section 4.03 shall be signed by an
authorized financial or accounting Officer of the Issuer but need not contain
the information specified in Sections 12.04 and 12.05.

                                       3
<PAGE>

         "Opinion of Counsel" means a written opinion containing the information
specified in Sections 12.04 and 12.05, from legal counsel. The counsel may be an
employee of, or counsel to, the Issuer.

         "person" or "Person" means any individual, corporation, limited
liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, or government or any agency or political
subdivision thereof.

         "Portal Market" means The Portal Market operated by the National
Association of Securities Dealers, Inc. or any successor thereto.

         "principal" of a Note means the principal amount due on the Stated
Maturity as set forth on the face of the Note.

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

         "Registration Rights Agreement" means that certain Registration Rights
Agreement, dated the date hereof, between the Issuer and the Initial Purchasers,
as amended from time to time in accordance with its terms.

         "Regular Quarterly Dividend" means the cash dividend paid every three
months to holders of the Common Stock the timing of which is in accordance with
past practices.

         "Regular Record Date" means, with respect to the interest payable on
any Interest Payment Date, the close of business on May 6 or November 6 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date.

         "Responsible Officer" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant treasurer, trust officer or any
other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject, and who shall have
direct responsibility for the administration of this Indenture.

         "Rule 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

"Sale Price" of any security on any date of determination means:

         (a)      the closing sale price (or, if no closing sale price is
         reported, the last reported sale price) of such security on the New
         York Stock Exchange on such date;

         (b)      if such security is not listed for trading on the New York
         Stock Exchange on any such date, the closing sale price as reported in
         the composite transactions for the principal U.S. securities exchange
         on which such security is so listed;

         (c)      if such security is not so listed on a U.S. national or
         regional securities exchange, the closing sale price as reported by the
         NASDAQ National Market;

         (d)      if such security is not so reported, the last quoted bid price
         for such security in the over-the-counter market as reported by the
         National Quotation Bureau or

                                       4
<PAGE>

         similar organization; or

         (e)      if such bid price is not available, the average of the
         mid-point of the last bid and ask prices of such security on such date
         from at least three nationally recognized independent investment
         banking firms retained for this purpose by the Issuer.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the United States Securities Act of 1933 (or any
successor statute), as amended from time to time.

         "Significant Subsidiary" means any direct or indirect Subsidiary of the
Issuer (other than NRG or any subsidiary of NRG) that meets any of the following
conditions:

         (a)      the Issuer's and its other Subsidiaries' investments in and
         advances to such Subsidiary exceed 15% of the total assets of the
         Issuer and its Subsidiaries (other than NRG and its subsidiaries)
         consolidated as of the end of the most recently completed fiscal year;

         (b)      the Issuer's and its other Subsidiaries' proportionate share
         of the total assets (after intercompany eliminations) of such
         Subsidiary exceed 15% of the total assets of the Issuer and its
         Subsidiaries (other than NRG and its subsidiaries) consolidated as of
         the end of the most recently completed fiscal year; or

         (c)      the Issuer's and its other Subsidiaries' equity in the income
         from continuing operations before income taxes, extraordinary items and
         cumulative effect of a change in accounting principle of such
         Subsidiary exceed 15% of such income of the Issuer and its Subsidiaries
         (other than NRG and its subsidiaries) consolidated for the most
         recently completed fiscal year.

         "Stated Maturity," when used with respect to any Note or any
installment of interest thereon, means the date specified in such Note as the
fixed date on which the principal of such Note or such installment of interest
is due and payable.

         "Subsidiary" means (i) a corporation, a majority of whose Capital Stock
with voting power, under ordinary circumstances, to elect directors is, at the
date of determination, directly or indirectly owned by the Issuer, by one or
more Subsidiaries of the Issuer or by the Issuer and one or more Subsidiaries of
the Issuer, (ii) a partnership in which the Issuer or a Subsidiary of the Issuer
holds a majority interest in the equity capital or profits of such partnership,
or (iii) any other person (other than a corporation) in which the Issuer, a
Subsidiary of the Issuer or the Issuer and one or more Subsidiaries of the
Issuer, directly or indirectly, at the date of determination, has (x) at least a
majority ownership interest or (y) the power to elect or direct the election of
a majority of the directors or other governing body of such person.

         "TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture; provided, however, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.

                                       5
<PAGE>

         "Trading Day" means a day during which trading in Notes generally
occurs on the New York Stock Exchange or, if the Common Stock is not listed on
the New York Stock Exchange, on the principal other national or regional
securities exchange on which the Common Stock is then listed or, if the Common
Stock is not listed on a national or regional securities exchange, on the
National Association of Securities Dealers Automated Quotation System or, if the
Common Stock is not quoted on the National Association of Securities Dealers
Automated Quotation System, on the principal other market on which the Common
Stock is then traded.

         "Trustee" means the party named as the "Trustee" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

         "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction (its "possessions" including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands).

         "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by or acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof at any time prior
to the Stated Maturity of the Notes, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

         "Voting Stock" means with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors
of such Person.

         SECTION 1.02 Other Definitions.

<TABLE>
<CAPTION>
                Term                    Defined in Section
-------------------------------------   ------------------
<S>                                     <C>
"Act"                                         1.05(a)
"Additional Interest Amount"                 11.01(a)
"Additional Interest Payment Notice"          4.11
"Agent Members"                               2.07(d)
"Average Sale Price"                         10.04
"Bankruptcy Law"                              6.01
"Certificated Notes"                          2.07(b)
"Change of Control"                           3.01(a)
"Change of Control Repurchase Date"           3.01(a)
"Change of Control Repurchase Notice"         3.01(c)
"Change of Control Repurchase Price"          3.01(a)
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>                                          <C>
"Conversion Rate"                            10.01
"Current Quarterly Dividend"                 11.01(a)
"Custodian"                                   6.01
"Event of Default"                            6.01
"Ex-Dividend Time"                           10.04
"Exchange Act"                                3.01(a)
"Extraordinary Cash Dividend"                10.04(c)
"Global Note"                                 2.07(b)
"Legal Holiday"                              12.08
"Liquidated Damages Notice"                   4.10
"Measurement Period"                         10.04(c)
"Non-Electing Share"                         10.11
"Note Register"                               2.04
"Note Registrar"                              2.04
"Notice of Default"                           6.01
"Paying Agent"                                2.04
"Post-Distribution Price"                    10.04(c)
"Principal Amount"                            2.07(b)
"Rights"                                     10.09
"Rights Agreement"                           10.09
"Relevant Cash Dividends"                    10.04(c)
"Restricted Note"                            10.02
"Restricted Securities"                       2.07(d)
"Rule 144A Information"                       4.06
"Time of Determination"                      10.04
"transfer"                                    2.07(d)
</TABLE>

         SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

         "Commission" means the SEC.

         "indenture Notes" means the Notes.

         "indenture Note holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Trustee.

         "obligor" on the indenture Notes means the Issuer.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

                                       7
<PAGE>

         SECTION 1.04 Rules of Construction.

         Unless the context otherwise requires:

                  (a)      an accounting term not otherwise defined has the
meaning assigned to it in accordance with generally accepted accounting
principles as in effect from time to time;

                  (b)      "or" is not exclusive;

                  (c)      "including" means including, without limitation; and

         SECTION 1.05 Acts of Holders.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by their
agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the Issuer,
if made in the manner provided in this Section.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to such officer the
execution thereof. Where such execution is by a signer acting in a capacity
other than such signer's individual capacity, such certificate or affidavit
shall also constitute sufficient proof of such signer's authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient. The ownership of Notes shall be proved by the Note
Register or by a certificate of the Note Registrar.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Note shall bind every future Holder of the
same Note and the holder of every Note issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee or the Issuer in reliance thereon,
whether or not notation of such action is made upon such Note.

         If the Issuer shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Issuer may,
at its option, by or pursuant to a resolution of the Board of Directors of the
Issuer, fix in advance a record date for the determination of Holders entitled
to give such request, demand, authorization, direction, notice, consent, waiver
or other Act, but the Issuer shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for purposes of determining whether Holders of the requisite
proportion of outstanding Notes have authorized or agreed or consented to such

                                       8
<PAGE>

request, demand, authorization, direction, notice, consent, waiver or other Act,
and for that purpose the outstanding Notes shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.

                                    ARTICLE 2

                                    The Notes

         SECTION 2.01 Designation Amount and Issue of Notes.

         The Notes shall be designated as "7 1/2% Convertible Senior Notes due
2008". Except pursuant to Sections 2.07, 2.08, 3.01, 3.04, 9.05 and 10.02
hereof, Notes not to exceed the aggregate principal amount of $57,500,000 upon
the execution of this Indenture, or from time to time thereafter, may be
executed by the Issuer and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver said Notes upon an Issuer
Order, without any further action by the Issuer hereunder.

         SECTION 2.02 Form of Notes.

         The Notes and the Trustee's certificate of authentication to be borne
by such Notes shall be substantially in the form set forth in Exhibit A, which
is incorporated in and made a part of this Indenture.

         Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends and endorsements as the officers
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed, or to conform to usage.

         Any Global Note shall represent such of the outstanding Notes as shall
be specified therein and shall provide that it shall represent the aggregate
amount of outstanding Notes from time to time endorsed thereon and that the
aggregate amount of outstanding Notes represented thereby may from time to time
be increased or reduced to reflect transfers or exchanges permitted hereby. Any
endorsement of a Global Note to reflect the amount of any increase or decrease
in the amount of outstanding Notes represented thereby shall be made by the
Trustee, in such manner and upon instructions given by the holder of such Notes
in accordance with this Indenture. Payment of principal of and interest on any
Global Note shall be made to the Holder of such Note.

         The terms and provisions contained in the form of Note attached as
Exhibit A hereto shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, the Issuer and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

                                       9
<PAGE>

         SECTION 2.03 Execution and Authentication.

         The Notes shall be executed on behalf of the Issuer by an Officer of
the Issuer, which may be manual or facsimile. Initially, the Notes shall be
issued in the form of one or more Certificated Notes (as defined below)
substantially in the form of Exhibit A.

         Notes bearing the manual or facsimile signatures of individuals who
were at the time of the execution of the Notes the proper Officers of the Issuer
shall bind the Issuer, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Notes or did not hold such offices at the date of authentication of such Notes.
Notes shall be dated the date of their authentication.

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

         The Notes shall be issued only in registered form without coupons and
only in denominations of $1,000 in principal amount and any integral multiple
thereof.

         SECTION 2.04 Note Registrar, Paying Agent and Conversion Agent.

         The Issuer shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Note Registrar"), an
office or agency where Notes may be presented for payment ("Paying Agent") and
an office or agency where Notes may be presented for conversion ("Conversion
Agent"). The Note Registrar shall keep a register (the "Note Register") in
which, subject to such reasonable regulations as it may prescribe, it shall
provide for the registration and transfer of the Notes. The Issuer may have one
or more co-registrars, one or more additional paying agents and one or more
additional conversion agents. The term Paying Agent includes any additional
paying agent, including any named pursuant to Section 4.05. The term Conversion
Agent includes any additional conversion agent, including any named pursuant to
Section 4.05.

         The Issuer shall notify the Trustee of the name and address of any such
agent. If the Issuer fails to maintain a Note Registrar, Paying Agent or
Conversion Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.06. The Issuer or any
Subsidiary or an Affiliate of it may act as Paying Agent, Note Registrar,
Conversion Agent or co-registrar.

         The Issuer initially appoints the Trustee as Note Registrar, Conversion
Agent and Paying Agent in connection with the Notes.

         SECTION 2.05 Paying Agent to Hold Money and Notes in Trust.

         Except as otherwise provided herein, on or prior to each due date of
payments in respect of any Note, the Issuer shall deposit with the Paying Agent
a sum of money (in immediately available funds if deposited on the due date) or
Common Stock sufficient to make such payments when so becoming due. The Issuer
shall require each Paying Agent (other than the Trustee) to agree in writing
that the Paying Agent shall hold in trust for the benefit of Noteholders or the
Trustee all money and Common Stock held by the Paying Agent for the making of
payments in respect of the Notes and shall notify the Trustee of any default by
the Issuer in making any such

                                       10
<PAGE>

payment. At any time during the continuance of any such default, the Paying
Agent shall, upon the written request of the Trustee, forthwith pay to the
Trustee all money and Common Stock so held in trust. If the Issuer, a Subsidiary
or an Affiliate of either of them acts as Paying Agent, it shall segregate the
money and Common Stock held by it as Paying Agent and hold it as a separate
trust fund. The Issuer at any time may require a Paying Agent to pay all money
and Common Stock held by it to the Trustee and to account for any funds and
Common Stock disbursed by it. Upon doing so, the Paying Agent shall have no
further liability for the money or Common Stock.

         SECTION 2.06 Noteholder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Noteholders. If the Trustee is not the Note Registrar, the Issuer shall cause to
be furnished to the Trustee at least semiannually on January 1 and July 1 a
listing of Noteholders dated within 15 days of the date on which the list is
furnished and at such other times as the Trustee may request in writing a list
in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Noteholders.

         SECTION 2.07 Transfer and Exchange; Restrictions on Transfer;
Depositary.

                  (a)      Upon surrender for registration of transfer of any
Note, together with a written instrument of transfer satisfactory to the Note
Registrar duly executed by the Noteholder or such Noteholder's attorney duly
authorized in writing, at the office or agency of the company designated as Note
Registrar or co-registrar pursuant to Section 2.04, and satisfaction of the
requirements of such transfer set forth in this Section, the Issuer shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Notes of any authorized
denomination or denominations, of a like aggregate principal amount and bearing
such restrictive legends as may be required by this Indenture. The Issuer shall
not charge a service charge for any registration of transfer or exchange, but
the Issuer may require payment of a sum sufficient to pay all taxes, assessments
or other governmental charges that may be imposed in connection with the
transfer or exchange of the Notes from the Noteholder requesting such transfer
or exchange.

         At the option of the Holder, Notes may be exchanged for other Notes of
any authorized denomination or denominations, of a like aggregate principal
amount, upon surrender of the Notes to be exchanged, together with a written
instrument of transfer satisfactory to the Note Registrar duly executed by the
Noteholder or such Noteholder's attorney duly authorized in writing, at such
office or agency. Whenever any Notes are so surrendered for exchange, the Issuer
shall execute, and the Trustee shall authenticate and deliver, the Notes which
the Holder making the exchange is entitled to receive.

         All Notes issued upon any registration of transfer or exchange of Notes
shall be the valid obligations of the Issuer, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

         The Issuer shall not be required to make, and the Note Registrar need
not register, transfers or exchanges of any Notes in respect of which a Change
of Control Repurchase Notice (as defined in Section 3.01(c)) has been given and
not withdrawn by the Holder thereof in

                                       11
<PAGE>

accordance with the terms of this Indenture (except, in the case of Notes to be
purchased in part, the portion thereof not to be purchased).

                  (b)      To the extent the Notes are eligible for book-entry
settlement with the Depositary, unless otherwise required by law, all Notes that
are beneficially owned by QIBs, shall be represented by one or more Notes in
global form registered in the name of the Depositary or the nominee of the
Depositary (a "Global Note"), except as otherwise specified below. The transfer
and exchange of beneficial interests in any such Global Note shall be effected
through the Depositary in accordance with this Indenture and the procedures of
the Depositary therefor. The Trustee shall make appropriate endorsements to
reflect increases or decreases in the principal amounts of any such Global Note
as set forth on the face of the Note ("Principal Amount") to reflect any such
transfers. Except as provided below, beneficial owners of a Global Note shall
not be entitled to have certificates registered in their names, will not receive
or be entitled to receive physical delivery of certificates in definitive form
("Certificated Notes") and will not be considered holders of such Global Note.

                  (c)      (i) To the extent the Notes are eligible for
book-entry settlement with the Depositary, unless otherwise required by law,
upon any transfer of a Certificated Note to a QIB in accordance with Rule 144A
that requests delivery of such Note in the form of an interest in the Global
Note, and upon receipt of the Certificated Note or Notes being so transferred,
together with a certification, substantially in the form of Exhibit B-1 hereto,
from the transferor that the transfer is being made in compliance with Rule 144A
(or other evidence satisfactory to the Trustee), the Trustee shall make an
endorsement on the Global Note to reflect an increase in the aggregate Principal
Amount of the Notes represented by such Global Note, and the Trustee shall
cancel such Certificated Note or Notes in accordance with the standing
instructions and procedures of the Depositary.

                           (ii)     Upon any sale or transfer of a Note to the
         Issuer or any Subsidiary thereof (other than pursuant to a registration
         statement that has been declared effective under the Securities Act or
         after the expiration of the holding period applicable to sales thereof
         under Rule 144(k) under the Securities Act), the transferor shall,
         prior to such sale or transfer, furnish to the Issuer and/or Trustee
         such certifications, including a certification substantially in the
         form of Exhibit B-1 hereto, legal opinions or other information as they
         may reasonably require to confirm that the proposed transfer is being
         made pursuant to an exemption from, or in a transaction not subject to,
         the registration requirements of the Securities Act. Upon any transfer
         of a beneficial interest in the Global Note to the Issuer or such
         Subsidiary, as the case may be, the Trustee shall make an endorsement
         on the Global Note to reflect a decrease in the aggregate Principal
         Amount of the Notes represented by such Global Note, and the Issuer
         shall execute a Certificated Note or Notes in exchange therefor, and
         the Trustee, upon receipt of such Certificated Note or Notes and an
         Issuer Order, shall authenticate and deliver such, Certificated Note or
         Notes.

                           (iii)    Upon any sale or transfer of a Note to an
         Institutional Accredited Investor (other than pursuant to a
         registration statement that has been declared effective under the
         Securities Act or after the expiration of the holding period applicable
         to sales thereof under Rule 144(k) under the Securities Act), such
         Institutional Accredited Investor shall, prior to such sale or
         transfer, furnish to the Issuer and/or the Trustee a signed letter
         containing representations and agreements relating to restrictions on
         transfer substantially in the form set forth in

                                       12
<PAGE>

         Exhibit B-2 hereto and the transferor shall, prior to such sale or
         transfer, furnish to the Issuer and/or Trustee such certifications,
         including a certification substantially in the form of Exhibit B-1
         hereto, legal opinions or other information as they may reasonably
         require to confirm that the proposed transfer is being made pursuant to
         an exemption from, or in a transaction not subject to, the registration
         requirements of the Securities Act. Upon any transfer of a beneficial
         interest in the Global Note to an Institutional Accredited Investor,
         the Trustee shall make an endorsement on the Global Note to reflect a
         decrease in the aggregate Principal Amount of the Notes represented by
         such Global Note, and the Issuer shall execute a Certificated Note or
         Notes in exchange therefor, and the Trustee, upon receipt of such
         Certificated Note or Notes and an Issuer Order, shall authenticate and
         deliver such, Certificated Note or Notes.

                           (iv)     Upon any sale or transfer of a Note outside
         the United States in compliance with Rule 904 under the Securities Act
         (other than pursuant to a registration statement that has been declared
         effective under the Securities Act or after the expiration of the
         holding period applicable to sales thereof under Rule 144(k) under the
         Securities Act), the transferor shall, prior to such sale or transfer,
         furnish to the Issuer and/or the Trustee such certifications, including
         a certification substantially in the form of Exhibit B-1 hereto, legal
         opinions or other information as they may reasonably require to confirm
         that the proposed transfer is being made pursuant to an exemption from,
         or in a transaction not subject to, the registration requirements of
         the Securities Act. Upon any transfer of a beneficial interest in the
         Global Note to such transferee, the Trustee shall make an endorsement
         on the Global Note to reflect a decrease in the aggregate Principal
         Amount of the Notes represented by such Global Note, and the Issuer
         shall either (1) execute a Certificated Note or Notes in exchange
         therefor, and the Trustee, upon receipt of such Certificated Note or
         Notes and an Issuer Order, shall authenticate and deliver such,
         Certificated Note or Notes or (2) if a Global Note with respect to
         Notes transferred in compliance with Regulation S under the Securities
         Act has previously been executed and authenticated, the Trustee shall
         make an endorsement on such Global Note to reflect a corresponding
         increase in the aggregate Principal Amount of Notes represented by such
         Global Note.

                           (v)      Upon any sale or transfer of a Note pursuant
         to the exemption from registration provided by Rule 144 under the
         Securities Act, the transferor shall, prior to such sale or transfer,
         furnish to the Issuer and/or the Trustee such certifications, including
         a certification substantially in the form of Exhibit B-1 hereto, legal
         opinions or other information as they may reasonably require to confirm
         that the proposed transfer is being made pursuant to an exemption from,
         or in a transaction not subject to, the registration requirements of
         the Securities Act. Upon any transfer of a beneficial interest in the
         Global Note to such transferee, the Trustee shall make an endorsement
         on the Global Note to reflect a decrease in the aggregate Principal
         Amount of the Notes represented by such Global Note, and, at the
         request of the transferee, either (1) the Issuer shall execute a
         Certificated Note or Notes in exchange therefor, and the Trustee, upon
         receipt of such Certificated Note or Notes and an Issuer Order, shall
         authenticate

                                       13
<PAGE>

         and deliver such, Certificated Note or Notes or (2) if a global note
         that does not bear the legend set forth in Section 2.07(d) has
         previously been executed and authenticated, the Trustee shall make an
         endorsement on such global note to reflect a corresponding increase in
         the aggregate Principal Amount of Notes represented by such global
         note.

         Any global note may be endorsed with or have incorporated in the text
thereof such legends or recitals or changes not inconsistent with the provisions
of this Indenture as may be required by the Trustee, the Depositary or by the
National Association of Securities Dealers, Inc. in order for the Notes to be
tradeable on The Portal Market or as may be required for the Notes to be
tradeable on any other market developed for trading of securities pursuant to
Rule 144A or required to comply with any applicable law or any regulation
thereunder or with the rules and regulations of any securities exchange or
automated quotation system upon which the Notes may be listed or traded or to
conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Notes are subject.

                  (d)      Every Note that bears or is required under this
Section 2.07(d) to bear the legend set forth in this Section 2.07(d) (together
with any Common Stock issued upon conversion of the Notes and required to bear
the legend set forth in Section 2.07(e), collectively, the "Restricted
Securities") shall be subject to the restrictions on transfer set forth in this
Section 2.07(d) (including those set forth in the legend set forth below) unless
such restrictions on transfer shall be waived by written consent of the Issuer,
and the holder of each such Restricted Security, by such Noteholder's acceptance
thereof, agrees to be bound by all such restrictions on transfer. As used in
Section 2.07(d) and 2.07(e), the term "transfer" encompasses any sale, pledge,
loan, transfer or other disposition whatsoever of any Restricted Security.

         Until the expiration of the holding period applicable to sales thereof
under Rule 144(k) under the Securities Act (or any successor provision), any
certificate evidencing such Note (and all securities issued in exchange therefor
or substitution thereof, other than Common Stock, if any, issued upon conversion
thereof, which shall bear the legend set forth in Section 2.07(e), if
applicable) shall bear a legend in substantially the following form, unless such
Note has been sold pursuant to a registration statement that has been declared
effective under the Securities Act (and which continues to be effective at the
time of such transfer), or unless otherwise agreed by the Issuer in writing,
with written notice thereof to the Trustee:

         THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES THEREOF UNDER RULE 144(K)
UNDER THE SECURITIES ACT (OR ANY SUCCESSIVE PROVISION) (THE "RESALE RESTRICTION
PERIOD"), ONLY (A) TO XCEL ENERGY INC. OR ANY SUBSIDIARY THEREOF, (B) TO THE
EXTENT AND FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A

                                       14
<PAGE>

"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) OUTSIDE THE UNTIED STATES TO NON-U.S. PERSONS IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
"ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING
UNDER RULE 144, IF AVAILABLE. IF ANY RESALE OR OTHER TRANSFER OF THIS SECURITY
OR SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF THIS SECURITY IS PROPOSED TO
BE MADE PURSUANT TO CLAUSE (D) OF THIS PARAGRAPH PRIOR TO THE EXPIRATION OF THE
RESALE RESTRICTION PERIOD (OR THE DATE OF REGISTRATION THEREOF), THE TRANSFEROR
SHALL BE REQUIRED TO DELIVER A LETTER FROM THE TRANSFEREE TO THE TRUSTEE WHICH
SHALL PROVIDE, AMONG OTHER THINGS, THAT THE TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7)
OF RULE 501 UNDER THE SECURITIES ACT AND THAT IT IS ACQUIRING THIS SECURITY OR
SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF THIS SECURITY FOR INVESTMENT
PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF
ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL
TIMES WITHIN ITS OR THEIR CONTROL. EACH PURCHASER ACKNOWLEDGES THAT PRIOR TO THE
EXPIRATION OF THE RESALE RESTRICTION PERIOD, THE ISSUER AND THE TRUSTEE RESERVE
THE RIGHT TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING
CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER EXPIRATION OF THE
RESALE RESTRICTION PERIOD.

         Any Note (or security issued in exchange or substitution therefor) as
to which such restrictions on transfer shall have expired in accordance with
their terms or as to conditions for removal of the foregoing legend set forth
therein have been satisfied may, upon surrender of such Note for exchange to the
Note Registrar in accordance with the provisions of this Section 2.07, be
exchanged for a new Note or Notes, of like tenor and aggregate principal amount,
which shall not bear the restrictive legend required by this Section 2.07(d).

                                       15
<PAGE>

         Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in Section 2.07(c), with respect to transfers of beneficial
interests in a Global Note, and in this Section 2.07(d)), a Global Note may not
be transferred as a whole or in part except by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

         Neither any members of, or participants in, the Depositary
(collectively, the "Agent Members") nor any other Persons on whose behalf Agent
Members may act shall have any rights under this Indenture with respect to any
Global Note registered in the name of the Depositary or any nominee thereof, or
under any such Global Note, and the Depositary or such nominee, as the case may
be, may be treated by the Issuer, the Trustee and any agent of the Issuer or the
Trustee as the absolute owner and holder of such Global Note for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the
Depositary or such nominee, as the case may be, or impair, as between the
Depositary, its Agent Members and any other person on whose behalf an Agent
Member may act, the operation of customary practices of such Persons governing
the exercise of the rights of a holder of any Note.

         The Depositary shall be a clearing agency registered under the Exchange
Act. The Notes will not initially be eligible for resale under Rule 144A or for
book-entry settlement with the Depository. If the Notes become eligible for
resale under Rule 144A and for book-entry settlement with the Depository, the
Issuer shall initially appoint The Depository Trust Company to act as Depositary
with respect to the Notes in global form. In this event the Global Note shall be
issued to the Depositary, registered in the name of Cede & Co., as the nominee
of the Depositary, and deposited with the Trustee, as custodian for Cede & Co.

         If at any time following such appointment the Depositary for a Global
Note notifies the Issuer that it is unwilling or unable to continue as
Depositary for such Note, the Issuer may appoint a successor Depositary with
respect to such Note. If a successor Depositary is not appointed by the Issuer
within ninety (90) days after the Issuer receives such notice, the Issuer will
execute, and the Trustee, upon receipt of an Officers' Certificate for the
authentication and delivery of Notes, will authenticate and deliver,
Certificated Notes, in an aggregate principal amount equal to the principal
amount of such Global Note, in exchange for such Global Note.

         If a Certificated Note is issued in exchange for any portion of a
Global Note after the close of business at the office or agency where such
exchange occurs on any Regular Record Date and before the opening of business at
such office or agency on the next succeeding Interest Payment Date, interest
will not be payable on such Interest Payment Date in respect of such
Certificated Note, but will be payable on such Interest Payment Date only to the
Person to whom interest in respect of such portion of such Global Note is
payable in accordance with the provisions of this Indenture.

         Certificated Notes issued in exchange for all or a part of a Global
Note pursuant to this Section 2.07 shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. Upon
execution and authentication, the Trustee shall deliver such Certificated Notes
to the Persons in whose names such Certificated Notes are so registered.

                                       16
<PAGE>

         At such time as all interests in a Global Note have been converted,
canceled or exchanged for Certificated Notes, or transferred to a transferee who
receives Certificated Notes thereof, such Global Note shall, upon receipt
thereof, be canceled by the Trustee in accordance with standing procedures and
instructions existing between the Depositary and the Trustee. At any time prior
to such cancellation, if any interest in a Global Note is exchanged for
Certificated Notes, converted, canceled or exchanged or transferred to a
transferee who receives Certificated Notes therefor or any Certificated Note is
exchanged or transferred for part of a Global Note, the principal amount of such
Global Note shall, in accordance with the standing procedures and instructions
existing between the Depositary and the Trustee, be appropriately reduced or
increased, as the case may be, and an endorsement shall be made on such Global
Note, by the Trustee to reflect such reduction or increase.

                  (e)      Until the expiration of the holding period applicable
to sales thereof under Rule 144(k) under the Securities Act (or any successor
provision), any stock certificate representing Common Stock issued upon
conversion of any Note shall bear a legend in substantially the following form,
unless such Common Stock has been sold pursuant to a registration statement that
has been declared effective under the Securities Act (and which continues to be
effective at the time of such transfer) or such Common Stock has been issued
upon conversion of Notes that have been transferred pursuant to a registration
statement that has been declared effective under the Securities Act, or unless
otherwise agreed by the Issuer in writing with written notice thereof to the
transfer agent:

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

         THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE HOLDING
PERIOD APPLICABLE TO SALES THEREOF UNDER RULE 144(K) UNDER THE SECURITIES ACT
(OR ANY SUCCESSOR PROVISION) (THE "RESALE RESTRICTION PERIOD"), ONLY (A) TO XCEL
ENERGY INC. OR ANY SUBSIDIARY THEREOF, (B) TO THE EXTENT AND FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) OUTSIDE THE UNITED STATES TO NON-U.S.
PERSONS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH (A)(1), (2), (3) or (7) OF RULE 501 UNDER THE SECURITIES ACT
THAT IT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE

                                       17
<PAGE>

IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING UNDER RULE 144, IF
AVAILABLE. IF ANY RESALE OR OTHER TRANSFER OF THIS SECURITY IS PROPOSED TO BE
MADE PURSUANT TO CLAUSE (D) ABOVE PRIOR TO THE EXPIRATION OF THE RESALE
RESTRICTION PERIOD (OR THE DATE OF REGISTRATION THEREOF), THE TRANSFEROR SHALL
BE REQUIRED TO DELIVER A LETTER FROM THE TRANSFEREE TO THE TRANSFER AGENT WHICH
SHALL PROVIDE, AMONG OTHER THINGS, THAT THE TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) or (7)
OF RULE 501 UNDER THE SECURITIES ACT AND THAT IT IS ACQUIRING THIS SECURITY FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE
DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS
BE AT ALL TIME WITHIN ITS OR THEIR CONTROL. EACH PURCHASER ACKNOWLEDGES THAT
PRIOR TO THE EXPIRATION OF THE RESALE RESTRICTION PERIOD, THE ISSUER AND THE
TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH
OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
EXPIRATION OF THE RESALE RESTRICTION PERIOD.

         Any such Common Stock as to which such restrictions on transfer shall
have expired in accordance with their terms or as to which the conditions for
removal of the foregoing legend set forth therein have been satisfied may, upon
surrender of the certificates representing such shares of Common Stock for
exchange in accordance with the procedures of the transfer agent for the Common
Stock, be exchanged for a new certificate or certificates for a like number of
shares of Common Stock, which shall not bear the restrictive legend required by
this Section 2.07(e).

                  (f)      Any Note or Common Stock issued upon the conversion
or exchange of a Note that, prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), is purchased or owned by the Issuer or any Affiliate
thereof may not be resold by the Issuer or such Affiliate unless registered
under the Securities Act or resold pursuant to an exemption from the
registration requirements of the Securities Act in a transaction which results
in such Notes or Common Stock, as the case may be, no longer being "restricted
securities" (as defined under Rule 144).

                                       18
<PAGE>

         SECTION 2.08 Replacement Notes.

         If (a) any mutilated Note is surrendered to the Trustee, or (b) the
Issuer, the Trustee and, if applicable, the Authenticating Agent receive
evidence to their satisfaction of the destruction, loss or theft of any Note,
and there is delivered to the Issuer, the Trustee and, if applicable, the
Authenticating Agent such Note or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the Issuer, the Trustee
or, if applicable, the Authenticating Agent that such Note has been acquired by
a bona fide purchaser, the Issuer shall execute and upon their written request
the Trustee or the Authenticating Agent shall authenticate and deliver, in
exchange for any such mutilated Note or in lieu of any such destroyed, lost or
stolen Note, a new Note of like tenor and principal amount, bearing a number not
contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Note has become
or is about to become due and payable, or is about to be purchased by the Issuer
pursuant to Article 3 hereof, the Issuer in its discretion may, instead of
issuing a new Note, pay or purchase such Note, as the case may be.

         Upon the issuance of any new Notes under this Section 2.08, the Issuer
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and any Authenticating
Agent) connected therewith.

         Every new Note issued pursuant to this Section 2.08 in lieu of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the destroyed,
lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Notes duly issued hereunder.

         The provisions of this Section 2.08 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

         SECTION 2.09 Outstanding Notes; Determination of Holders' Action.

         Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those cancelled by it or delivered to it for cancellation,
those paid pursuant to Section 2.08 and those described in this Section 2.09 as
not outstanding. A Note does not cease to be outstanding because the Issuer or
an Affiliate thereof holds the Note; provided, however, that in determining
whether the Holders of the requisite principal amount of the outstanding Notes
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, Notes owned by the Issuer or any other
obligor upon the Notes or any Affiliate of the Issuer or such other obligor
shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded. Subject to the foregoing, only Notes outstanding at the time
of such determination shall be considered in any such determination (including,
without limitation, determinations pursuant to Articles 6 and 9).

                                       19
<PAGE>

         If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

         If the Paying Agent holds, in accordance with this Indenture, on the
Business Day following the Change of Control Repurchase Date, or on Stated
Maturity, money or securities, if permitted hereunder, sufficient to pay Notes
payable on that date, then immediately after such Change of Control Repurchase
Date or Stated Maturity, as the case may be, such Notes shall cease to be
outstanding and interest on such Notes shall cease to accrue. If a Note is
converted in accordance with Article 10, then from and after the time of
conversion on the conversion date, such Note shall cease to be outstanding and
interest shall cease to accrue on such Note.

         SECTION 2.10 Temporary Notes.

         Pending the preparation of definitive Notes, the Issuer may execute,
and upon an Issuer Order the Trustee shall authenticate and deliver, temporary
Notes which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Notes in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Notes may determine, as conclusively evidenced by their execution
of such Notes.

         If temporary Notes are issued, the Issuer will cause definitive Notes
to be prepared without unreasonable delay.

         After the preparation of definitive Notes, the temporary Notes shall be
exchangeable for definitive Notes upon surrender of the temporary Notes at the
office or agency of the Issuer designated for such purpose pursuant to Section
2.04, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Notes the Issuer shall execute and the Trustee or an
Authenticating Agent shall authenticate and deliver in exchange therefor a like
principal amount of definitive Notes of authorized denominations. Until so
exchanged the temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as definitive Notes.

         SECTION 2.11 Cancellation.

         All Notes surrendered for payment, purchase by the Issuer pursuant to
Article 3, conversion or registration of transfer or exchange shall, if
surrendered to any person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Issuer may at any time deliver to the
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Issuer may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly cancelled by the Trustee. The Issuer may
not issue new Notes to replace Notes it has paid or delivered to the Trustee for
cancellation or that any Holder has converted pursuant to Article 10. No Notes
shall be authenticated in lieu of or in exchange for any Notes cancelled as
provided in this Section 2.11, except as expressly permitted by this Indenture.
All cancelled Notes held by the Trustee shall be disposed of by the Trustee in
its customary manner.

         SECTION 2.12 Persons Deemed Owners.

         Prior to due presentment of a Note for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Person in whose name such Note is

                                       20
<PAGE>

registered as the owner of such Note for the purpose of receiving payment of
principal of the Note or the payment of any Change of Control Repurchase Price
in respect thereof, and interest thereon, for the purpose of conversion and for
all other purposes whatsoever, whether or not such Note be overdue, and neither
the Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be
affected by notice to the contrary.

         SECTION 2.13 CUSIP Numbers.

         The Issuer in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders. The Issuer will promptly notify the
Trustee of any change in the CUSIP numbers.

         SECTION 2.14 Default Interest.

         If the Issuer defaults in a payment of interest on the Notes, it shall
pay, or shall deposit with the Paying Agent money in immediately available funds
sufficient to pay, the defaulted interest, plus (to the extent lawful) any
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date. A special record date, as used in this Section
2.14 with respect to the payment of any defaulted interest, shall mean the 15th
day next preceding the date fixed by the Issuer for the payment of defaulted
interest, whether or not such day is a Business Day. At least 15 days before the
subsequent special record date, the Issuer shall mail to each Holder and to the
Trustee a notice that states the subsequent special record date, the payment
date and the amount of defaulted interest to be paid.

                                    ARTICLE 3

                                    Purchases

         SECTION 3.01 Repurchase of Notes at Option of the Holder upon Change of
Control.

                  (a)      If there shall have occurred a Change of Control, all
or any portion of the Notes of any Holder equal to $1,000 or a whole multiple of
$1,000, shall be repurchased by the Issuer, at the option of such Holder, at a
repurchase price equal to 100% of the principal amount of the Notes to be
repurchased, together with interest (including Liquidated Damages) accrued and
unpaid to, but excluding, the repurchase date (the "Change of Control Repurchase
Price"), on the date (the "Change of Control Repurchase Date") that is 45 days
after the date the Issuer delivered the notice required under Section 3.01(c)
(or if such 45th day is not a Business Day, the next succeeding Business Day);
provided, however, that installments of interest on Notes the Stated Maturity of
which is prior to or on the Change of Control Repurchase Date shall be payable
to the Holders of such Notes, or one or more predecessor Notes, registered as
such on the relevant Regular Record Date according to their terms.

         Whenever in this Indenture (including Sections 2.01, 6.01(a) and 6.07
hereof) or Exhibit A annexed hereto there is a reference, in any context, to the
principal of any Note as of any time, such reference shall be deemed to include
reference to the Change of Control Repurchase Price payable in respect to such
Note to the extent that such Change of Control Repurchase Price is, was or would
be so payable at such time, and express mention of the Change of Control

                                       21
<PAGE>

Repurchase Price in any provision of this Indenture shall not be construed as
excluding the Change of Control Repurchase Price in those provisions of this
Indenture when such express mention is not made.

         A "Change of Control" of the Issuer shall be deemed to have occurred at
such time as either of the following events shall occur:

                           (i)      any "person" or "group" (as such terms are
         used in Sections 13(d) and 14(d) of the Securities Exchange Act of
         1934, as amended (the "Exchange Act")), acquires the beneficial
         ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
         except that a Person shall be deemed to have "beneficial ownership" of
         all securities that such Person has the right to acquire, whether such
         right is exercisable immediately or only after the passage of time),
         directly or indirectly, through a purchase, merger or other acquisition
         transaction, of 50% or more of the total voting power of the Issuer's
         total outstanding Voting Stock other than an acquisition by the Issuer,
         any of its Subsidiaries or any of its employee benefit plans;

                           (ii)     the Issuer consolidates with, or merges with
         or into, another Person or conveys, transfers, leases or otherwise
         disposes of all or substantially all of its assets to any Person, or
         any Person consolidates with or merges with or into the Issuer other
         than:

                                    (A)      any transaction (1) that does not
                  result in any reclassification, conversion, exchange or
                  cancellation of outstanding shares of the Issuer's Capital
                  Stock and (2) pursuant to which holders of the Issuer's
                  Capital Stock immediately prior to such transaction have the
                  entitlement to exercise, directly or indirectly, 50% or more
                  of the total voting power of all shares of the Issuer's
                  Capital Stock entitled to vote generally in the election of
                  directors of the continuing or surviving Person immediately
                  after the transaction; and

                                    (B)      any merger solely for the purpose
                  of changing the Issuer's jurisdiction of incorporation and
                  resulting in a reclassification, conversion or exchange of
                  outstanding shares of Common Stock solely into shares of
                  common stock of the surviving entity;

                           (iii)    during any consecutive two-year period,
                  individuals who at the beginning of that two-year period
                  constituted the Issuer's board of directors (together with any
                  new directors whose election to such board of directors, or
                  whose nomination for election by the Issuer's stockholders,
                  was approved by a vote of a majority of the directors then
                  still in office who were either directors at the beginning of
                  such period or whose election or nomination for election was
                  previously so approved) cease for any reason to constitute a
                  majority the Issuer's board of directors then in office; or

                           (iv)     the Issuer's stockholders pass a special
                  resolution approving a plan of liquidation or dissolution and
                  no additional approvals of the Issuer's stockholders are
                  required under applicable law to cause a liquidation or

                                       22
<PAGE>

                  dissolution.

                  (b)      Prior to or on the 30th day after the occurrence of a
Change of Control, the Issuer, or, at the written request and expense of the
Issuer prior to or on the 30th day after such occurrence, the Trustee, shall
give to all Noteholders, in the manner provided in Section 12.02 hereof, notice
of the occurrence of the Change of Control and of the repurchase right set forth
herein arising as a result thereof. The Issuer shall also deliver a copy of such
notice of a repurchase right to the Trustee. The notice shall include a form of
Change of Control Repurchase Notice (as defined in Section 3.01(c)) to be
completed by the Noteholder and shall state:

                  (1)      briefly, the events causing a Change of Control and
         the date of such Change of Control;

                  (2)      the date by which the Change of Control Repurchase
         Notice pursuant to this Section 3.01 must be given;

                  (3)      the Change of Control Repurchase Date;

                  (4)      the Change of Control Repurchase Price;

                  (5)      the name and address of the Paying Agent and the
         Conversion Agent;

                  (6)      the Conversion Price and any adjustments thereto;

                  (7)      that Notes as to which a Change of Control Repurchase
         Notice has been given may be converted pursuant to Article 10 hereof
         only if the Change of Control Repurchase Notice has been withdrawn in
         accordance with the terms of this Indenture;

                  (8)      that Notes must be surrendered to the Paying Agent to
         collect payment;

                  (9)      that the Change of Control Repurchase Price for any
         Note as to which a Change of Control Repurchase Notice has been duly
         given and not withdrawn will be paid promptly following the later of
         the Change of Control Repurchase Date and the time of surrender of such
         Note as described in (8) above;

                  (10)     briefly, the procedures the Holder must follow to
         exercise rights under this Section 3.01;

                  (11)     briefly, the conversion rights of the Notes;

                  (12)     the procedures for withdrawing a Change of Control
         Repurchase Notice;

                  (13)     that, unless the Issuer defaults in making payment of
         such Change of Control Repurchase Price, interest on Notes submitted
         for repurchase

                                       23
<PAGE>

         will cease to accrue on and after the Change of Control Repurchase
         Date; and

                  (14)     the CUSIP number of the Notes.

                  (c)      A Holder may exercise its rights specified in Section
3.01(a) hereof upon delivery of a written notice of purchase (a "Change of
Control Repurchase Notice"), substantially in the form as set forth on the
reverse of the Notes, to the Paying Agent at any time prior to the close of
business on the Business Day immediately preceding the Change of Control
Repurchase Date, stating:

                  (1)      the certificate number of the Note which the Holder
         will deliver to be purchased;

                  (2)      the portion of the principal amount of the Note which
         the Holder will deliver to be purchased, which portion must be $1,000
         or an integral multiple thereof;

                  (3)      that such Note shall be purchased pursuant to the
         terms and conditions specified in paragraph 6 of the Notes.

         The delivery of such Note to the Paying Agent prior to, on or after the
Change of Control Repurchase Date (together with all necessary endorsements) at
the offices of the Paying Agent shall be a condition to the receipt by the
Holder of the Change of Control Repurchase Price therefor; provided, however,
that such Change of Control Repurchase Price shall be so paid pursuant to this
Section 3.01 only if the Note so delivered to the Paying Agent shall conform in
all respects to the description thereof set forth in the related Change of
Control Repurchase Notice.

         The Issuer shall purchase from the Holder thereof, pursuant to this
Section 3.01, a portion of a Note if the principal amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Note also apply to the purchase of such
portion of such Note.

         Any purchase by the Issuer contemplated pursuant to the provisions of
this Section 3.01 shall be consummated by the delivery of the consideration to
be received by the Holder on the later of the Change of Control Repurchase Date
and the time of delivery of the Note to the Paying Agent in accordance with this
Section 3.01.

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Change of Control Repurchase Notice contemplated by this
Section 3.01(c) shall have the right to withdraw such Change of Control
Repurchase Notice at any time prior to the close of business on the Business Day
immediately preceding the Change of Control Repurchase Date by delivery of a
written notice of withdrawal to the Paying Agent in accordance with Section
3.02.

         The Paying Agent shall promptly notify the Issuer of the receipt by it
of any Change of Control Repurchase Notice or written withdrawal thereof.

         SECTION 3.02 Effect of Change of Control Repurchase Notice.

         Upon receipt by the Paying Agent of the Change of Control Repurchase
Notice specified in Section 3.01(c), the Holder of the Note in respect of which
such Change of Control Repurchase Notice was given shall (unless such Change of
Control Repurchase Notice is

                                       24
<PAGE>

withdrawn as specified in the following two paragraphs) thereafter be entitled
to receive solely the Change of Control Repurchase Price with respect to such
Note. Such Change of Control Repurchase Price shall be paid to such Holder,
subject to receipts of funds and/or Notes by the Paying Agent, promptly
following the later of (x) the Change of Control Repurchase Date with respect to
such Note (provided that the conditions in Section 3.01(c) have been satisfied)
and (y) the time of delivery of such Note to the Paying Agent by the Holder
thereof in the manner required by Section 3.01(c). Notes in respect of which a
Change of Control Repurchase Notice, has been given by the Holder thereof may
not be converted pursuant to Article 10 hereof on or after the date of the
delivery of such Change of Control Repurchase Notice unless such Change of
Control Repurchase Notice has first been validly withdrawn as specified in the
following two paragraphs.

         A Change of Control Repurchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent in
accordance with the Change of Control Repurchase Notice at any time prior to the
close of business on the Business Day immediately preceding the Change of
Control Repurchase Date specifying:

                  (1)      the certificate number of the Note in respect of
         which such notice of withdrawal is being submitted,

                  (2)      the principal amount of the Note with respect to
         which such notice of withdrawal is being submitted, and

                  (3)      the principal amount, if any, of such Note which
         remains subject to the original Change of Control Repurchase Notice and
         which has been or will be delivered for purchase by the Issuer.

         There shall be no repurchase of any Notes pursuant to Section 3.01 if
there has occurred (prior to, on or after, as the case may be, the giving, by
the Holders of such Notes, of the required Change of Control Repurchase Notice)
and is continuing an Event of Default (other than a default in the payment of
the Change of Control Repurchase Price with respect to such Notes). The Paying
Agent will promptly return to the respective Holders thereof any Notes (x) with
respect to which a Change of Control Repurchase Notice has been withdrawn in
compliance with this Indenture, or (y) held by it during the continuance of an
Event of Default (other than a default in the payment of the Change of Control
Repurchase Price with respect to such Notes) in which case, upon such return,
the Change of Control Repurchase Notice with respect thereto shall be deemed to
have been withdrawn.

         SECTION 3.03 Deposit of Change of Control Repurchase Price.

         Prior to 10:00 a.m. (New York City time) on the Change of Control
Repurchase Date (or if such date is not a business Day, the next succeeding
Business Day) the Issuer shall deposit with the Trustee or with the Paying Agent
(or, if the Issuer or a Subsidiary or an Affiliate of either of them is acting
as the Paying Agent, shall segregate and hold in trust as provided in Section
2.05) an amount of money (in immediately available funds if deposited on such
Business Day), sufficient to pay the aggregate Change of Control Repurchase
Price of all the Notes or portions thereof which are to be purchased as of the
Change of Control Repurchase Date.

                                       25
<PAGE>

         SECTION 3.04 Notes Purchased in Part.

         Any Note which is to be purchased only in part shall be surrendered at
the office of the Paying Agent (with, if the Issuer or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Issuer and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing) and the Issuer shall execute and the
Trustee or an Authenticating Agent shall authenticate and deliver to the Holder
of such Note, without service charge, a new Note or Notes, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the portion of the principal amount of the Note so
surrendered which is not purchased.

         SECTION 3.05 Covenant to Comply with Securities Laws upon Purchase of
Notes.

         In connection with any offer to purchase or repurchase of Notes under
Section 3.01 hereof (provided that such offer or purchase constitutes an "issuer
tender offer" for purposes of Rule 13e-4 (which term, as used herein, includes
any successor provision thereto) under the Exchange Act at the time of such
offer or purchase), the Issuer shall (i) comply with Rule 13e-4, Rule 14e-1 and
any other tender offer rules under the Exchange Act which may then be
applicable, (ii) file the related Schedule 13E-3 (or any successor schedule,
form or report) or any other schedule required under the Exchange Act, and (iii)
otherwise comply with all federal and state securities laws so as to permit the
rights and obligations under Section 3.01 to be exercised in the time and in the
manner specified in Section 3.01.

         SECTION 3.06 Repayment to the Issuer.

         The Trustee and the Paying Agent shall return to the Issuer any cash
that remain unclaimed as provided in paragraph 10 of the Notes, together with
interest or dividends, if any, thereon, held by them for the payment of the
Change of Control Repurchase Price; provided, however, that to the extent that
the aggregate amount of cash deposited by the Issuer pursuant to Section 3.05
exceeds the aggregate Change of Control Repurchase Price of the Notes or
portions thereof which the Issuer is obligated to purchase as of the Change of
Control Repurchase Date, then promptly after the Change of Control Repurchase
Date, the Trustee shall return any such excess to the Issuer together with
interest, if any, thereon.

                                    ARTICLE 4

                                    Covenants

         SECTION 4.01 Payment of Principal, Premium, Interest on the Notes.

         The Issuer will duly and punctually pay the principal of interest
(including Liquidated Damages, if any) and any Additional Interest Amount, if
any, in respect of the Notes in accordance with the terms of the Notes and this
Indenture. The Issuer will deposit or cause to be deposited with the Trustee as
directed by the Trustee, no later than the day of the Stated Maturity of any
Note or installment of interest, all payments so due. Principal amount, Change
of Control Repurchase Price, and cash interest shall be considered paid on the
applicable date due if on such date (or, in the case of a Change of Control
Repurchase Price on the applicable Change of Control Repurchase Date) the
Trustee or the Paying Agent holds, in accordance with this Indenture, money or
Notes, if permitted hereunder, sufficient to pay all such amounts then due.

                                       26
<PAGE>

         The Issuer shall, to the extent permitted by law, pay cash interest on
overdue amounts at the rate per annum set forth in paragraph 1 of the Notes,
compounded semiannually, which interest shall accrue from the date such overdue
amount was originally due to the date payment of such amount, including interest
thereon, has been made or duly provided for. All such interest shall be payable
on demand.

         SECTION 4.02 Reports by the Issuer.

         The Issuer shall file with the Trustee (and the SEC after the Indenture
becomes qualified under the TIA), and transmit to holders of Notes, such
information, documents and other reports and such summaries thereof, as may be
required pursuant to the TIA at the times and in the manner provided pursuant to
the TIA, whether or not the Notes are governed by the TIA; provided, however,
that any such information, documents or reports required to be filed with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within fifteen (15) days after the same is so required to be filed with
the SEC. Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer'
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

         SECTION 4.03 Compliance Certificate.

         The Issuer shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Issuer (beginning with the fiscal year ending on
December 31, 2003) an Officers' Certificate, stating whether or not to the best
knowledge of the signers thereof the Issuer is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and if the Issuer shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.

         SECTION 4.04 Further Instruments and Acts.

         Upon request of the Trustee, the Issuer will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purposes of this Indenture.

         SECTION 4.05 Maintenance of Office or Agency.

         The Issuer will maintain in the Borough of Manhattan, the City of New
York or elsewhere, an office or agency of the Trustee, Note Registrar, Paying
Agent and Conversion Agent where Notes may be presented or surrendered for
payment, where Notes may be surrendered for registration of transfer, exchange,
purchase or conversion and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served. The Corporate Trust
Office and each office or agency of the Trustee in the Borough of Manhattan, the
City of New York, shall initially be one such office or agency for all of the
aforesaid purposes. The Issuer shall give prompt written notice to the Trustee
of the location, and of any change in the location, of any such office or agency
(other than a change in the location of the

                                       27
<PAGE>

office of the Trustee). If at any time the Issuer shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee set forth in Section 12.02.

         The Issuer may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Issuer of their obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York, for such purposes.

         SECTION 4.06 Delivery of Certain Information.

         To the extent and for so long as the Notes are eligible for resale
pursuant to Rule 144A, at any time when the Issuer is not subject to Section 13
or 15(d) of the Exchange Act, upon the request of a holder or any beneficial
holder of Notes or shares of Common Stock issued upon conversion thereof, the
Issuer will promptly furnish or cause to be furnished Rule 144A Information (as
defined below) to such Holder or any beneficial holder of Notes or holder of
shares of Common Stock issued upon conversion of Notes, or to a prospective
purchaser of any such security designated by any such holder, as the case may
be, to the extent required to permit compliance by such Holder or holder with
Rule 144A under the Securities Act in connection with the resale of any such
security. "Rule 144A Information" shall be such information as is specified
pursuant to Rule 144A(d)(4) under the Securities Act.

         SECTION 4.07 Existence.

         Subject to Article 5, the Issuer will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence and rights
(charter and statutory); provided, however, that the Issuer shall not be
required to preserve any such right if the Issuer shall determine that the
preservation thereof is no longer desirable or useful in the conduct of the
business of the Issuer and that the loss thereof is not disadvantageous in any
material respect to the Noteholders.

         SECTION 4.08 Maintenance of Properties.

         The Issuer will cause all properties used or useful in the conduct of
its business or the business of any Significant Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Issuer may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Issuer from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Issuer, desirable in the conduct of
its business or the business of any Significant Subsidiary and not
disadvantageous in any material respect to the Noteholders.

         SECTION 4.09 Payment of Taxes and Other Claims.

         The Issuer will pay or discharge, or cause to be paid or discharged,
before the same may become delinquent, (i) all taxes, assessments and
governmental charges levied or imposed upon the Issuer or any Significant
Subsidiary or upon the income, profits or property of the Issuer or

                                       28
<PAGE>

any Significant Subsidiary, (ii) all claims for labor, materials and supplies
which, if unpaid, might by law become a lien or charge upon the property of the
Issuer or any Significant Subsidiary and (iii) all stamps and other duties, if
any, which may be imposed by the United States or any political subdivision
thereof or therein in connection with the issuance, transfer, exchange or
conversion of any Notes or with respect to this Indenture; provided, however,
that, in the case of clauses (i) and (ii), the Issuer shall not be required to
pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim (A) if the failure to do so will not, in the aggregate, have a
material adverse impact on the Issuer, or (B) if the amount, applicability or
validity is being contested in good faith by appropriate proceedings.

         SECTION 4.10 Liquidated Damages Notice.

         In the event that the Issuer is required to pay Liquidated Damages to
holders of Notes pursuant to the Registration Rights Agreement, the Issuer will
provide written notice ("Liquidated Damages Notice") to the Trustee of its
obligation to pay Liquidated Damages no later than fifteen days prior to the
proposed payment date for the Liquidated Damages, and the Liquidated Damages
Notice shall set forth the amount of Liquidated Damages to be paid by the Issuer
on such payment date. The Trustee shall not at any time be under any duty or owe
a responsibility to any holder of Notes to determine the Liquidated Damages, or
with respect to the nature, extent or calculation of the amount of Liquidated
Damages when made, or with respect to the method employed in such calculation of
the Liquidated Damages.

         SECTION 4.11 Additional Interest Notice.

         In the event the Issuer is required to pay amounts pursuant to the
terms hereof, the Issuer shall provide a notice (an "Additional Interest Payment
Notice") to the Trustee of its obligation to pay an Additional Interest Amount
no later than fifteen days prior to the payment date for the Additional Payment
Amount, and the Additional Interest Payment Notice shall set forth the dividend
per share of Common Stock payable by the Issuer on the Common Stock on the
related record date, the related dividend payment date, the aggregate amount of
Additional Interest Amounts to be paid and the amount of Additional Interest
Amount to be paid per each $1,000 principal amount of a Note by the Issuer on
such payment date. The Trustee shall not at any time be under a duty or owe a
responsibility to any holder of the Notes to determine the amount of the
Protection Payment, or with respect to the nature, extent or calculation of the
amount of Protection Payments when made, or with respect to the method employed
in such calculation of the Protection Payments.

                                    ARTICLE 5

                              Successor Corporation

         SECTION 5.01 When Issuer May Merge or Transfer Assets.

         The Issuer shall not consolidate with, merge with or into any other
person or convey, transfer or lease all or substantially all of its properties
and assets to any Person, unless:

                  (a)      either (1) the Issuer shall be the continuing
corporation or (2) the person (if other than the Issuer) formed by such
consolidation or into which such Issuer is merged or

                                       29
<PAGE>

the person which acquires by conveyance, transfer or lease all or substantially
all of the properties and assets of such Issuer (i) shall be organized and
validly existing under the laws of the United States or any State thereof or the
District of Columbia and (ii) shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, all of the obligations of the Issuer under the Notes and this
Indenture;

                  (b)      at the time of and after giving effect to such
transaction, no Event of Default and no event which, after notice or lapse of
time, would become an Event of Default, shall have happened and be continuing;
and

                  (c)      the Issuer shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture, comply with this Article 5 and Section 10.11 hereof and that all
conditions precedent herein provided for relating to such transaction have been
satisfied.

         For purposes of the foregoing, the transfer (by lease, assignment, sale
or otherwise) of the properties and assets of one or more Subsidiaries (other
than to the Issuer or another Subsidiary) which, if such assets were owned by
the Issuer, would constitute all or substantially all of the properties and
assets of the Issuer, shall be deemed to be the transfer of all or substantially
all of the properties and assets of the Issuer.

         The successor person formed by such consolidation or into which the
Issuer is merged or the successor person to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Issuer under this Indenture with the same effect as if
such successor had been named as the Issuer herein; and thereafter, except in
the case of a lease and obligations the Issuer may have under a supplemental
indenture pursuant to Section 10.11, the Issuer shall be discharged from all
obligations and covenants under this Indenture and the Notes. Subject to Section
9.06, the Issuer, the Trustee and the successor person shall enter into a
supplemental indenture to evidence the succession and substitution of such
successor person and such discharge and release of the Issuer.

                                    ARTICLE 6

                              Defaults and Remedies

         SECTION 6.01 Events of Default.

         An "Event of Default" occurs if:

                  (a)      the Issuer fail to pay when due the principal on any
of the Notes at maturity or exercise of a repurchase right or otherwise;

                  (b)      the Issuer fails to pay an installment of interest
(including Liquidated Damages and Additional Interest Amounts, if any) on any of
the Notes that continues for 30 days after the date when due;

                  (c)      the Issuer fails to deliver shares of Common Stock,
together with cash in lieu of fractional shares, when such shares of Common
Stock or cash in lieu of fractional shares is required to be delivered upon
conversion of a Note and such failure continues for 10 days after such are
required to be delivered;

                                       30
<PAGE>

                  (d)      the Issuer fails to give notice regarding a Change of
Control within the time period specified in Section 3.01(b);

                  (e)      the Issuer fails to perform or observe any other
term, covenant or agreement contained in the Notes or this Indenture for a
period of 60 days after receipt by the Issuer of a Notice of Default (as defined
below);

                  (f)      (i) the Issuer or any Significant Subsidiary fails to
make any payment by the end of the applicable grace period, if any, after the
final scheduled payment date for such payment with respect to any indebtedness
for borrowed money in an aggregate amount in excess of $50 million or (ii)
indebtedness for borrowed money of the Issuer or any Significant Subsidiary in
an aggregate amount in excess of $50 million shall have been accelerated or
otherwise declared due and payable, or required to be prepaid or repurchased
(other than by regularly scheduled required prepayment) prior to the scheduled
maturity thereof as a result of a default with respect to such indebtedness, in
either case without such indebtedness referred to in subclause (i) or (ii) of
this clause (f) having been discharged, cured, waived, rescinded or annulled,
for a period of 30 days after receipt by the Issuer of a Notice of Default;

                  (g)      the Issuer or any Significant Subsidiary pursuant to
or under or within the meaning of any Bankruptcy Law:

                           (i)      commences a voluntary case or proceeding;

                           (ii)     consents to the entry of an order for relief
         against it in an involuntary case or proceeding;

                           (iii)    consents to the appointment of a Custodian
         of it or for any substantial part of its property;

                           (iv)     makes a general assignment for the benefit
         of its creditors;

                           (v)      files a petition in bankruptcy or answer or
         consent seeking reorganization or relief; or

                           (vi)     consents to the filing of such a petition or
         the appointment of or taking possession by a Custodian;

                  (h)      a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

                           (i)      is for relief against the Issuer or any
         Significant Subsidiary in an involuntary case or proceeding, or
         adjudicates the Issuer or any Significant Subsidiary insolvent or
         bankrupt;

                           (ii)     appoints a Custodian of the Issuer or any
         Significant Subsidiary or for any substantial part of its or their
         properties; or

                           (iii)    orders the winding up or liquidation of an
         Issuer or any Significant Subsidiary;

                                       31
<PAGE>



                  and the order or decree remains unstayed and in effect for 60
days; and

         For purposes of Sections 6.01(g) and 6.01(h) above:

         "Bankruptcy Law" means Title 11, United States Code, or any similar
federal or state law for the relief of debtors.

         "Custodian" means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

         A Default under clause (e) or (f) above is not an Event of Default
until the Trustee notifies the Issuer, or the Holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding notify the
Issuer and the Trustee, of the Default and the Issuer does not cure such Default
(and such Default is not waived) within the time specified in clause (e) or (f)
above after actual receipt of such notice. Any such notice must specify the
Default, demand that it be remedied and state that such notice is a "Notice of
Default."

         The Issuer shall deliver to the Trustee, within five Business Days of
becoming aware of the occurrence of an Event of Default, written notice thereof.
In addition, the Issuer shall deliver to the Trustee, within 30 days after they
become aware of the occurrence thereof, written notice of any event which with
the lapse of time would become an Event of Default under clause (e) above, its
status and what action the Issuer is taking or proposes to take with respect
thereto.

         SECTION 6.02 Acceleration.

         If an Event of Default (other than an Event of Default specified in
Section 6.01(g) or (h)) occurs and is continuing, the Trustee by notice to the
Issuer, or the Holders of at least 25% in aggregate principal amount of the
Notes at the time outstanding by notice to the Issuer and the Trustee, may
declare the Notes due and payable at their principal amount together with
accrued interest (including Liquidated Damages, if any). Upon a declaration of
acceleration, such principal and accrued and unpaid interest to the date of
payment shall be immediately due and payable. If an Event of Default is cured
prior to any such declaration by the Trustee or the Holders, the Trustee and the
Holders shall not be entitled to declare the Notes due and payable as provided
herein as a result of such cured Event of Default and any such cured Event of
Default shall be deemed waived by the Holders and the Trustee.

         If an Event of Default specified in Section 6.01(g) or (h) above occurs
and is continuing, then the principal and the accrued interest (including
Liquidated Damages, if any) on all the Notes shall become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Noteholders.

         The Holders of a majority in aggregate principal amount of the Notes at
the time outstanding, by notice to the Trustee (and without notice to any other
Noteholder) may rescind or annul an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except nonpayment of the principal
and any accrued cash interest (including Liquidated Damages, if any) that have
become due solely as a result of acceleration and if all amounts due to the
Trustee under Section 7.06 have been paid. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.

                                       32
<PAGE>

         SECTION 6.03 Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of the principal and any accrued
cash interest (including Liquidated Damages, if any) on the Notes or to enforce
the performance of any provision of the Notes or this Indenture.

         The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Notes or produce any of the Notes in the proceeding. A delay
or omission by the Trustee or any Noteholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of, or acquiescence in, the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

         SECTION 6.04 Waiver of Past Defaults.

         The Holders of a majority in aggregate principal amount of the Notes at
the time outstanding, by notice to the Trustee (and without notice to any other
Noteholder), may waive an existing Event of Default and its consequences except
(1) an Event of Default described in Section 6.01(a) or (b), (2) an Event of
Default in respect of a provision that under Section 9.02 cannot be amended
without the consent of each Noteholder affected or (3) an Event of Default which
constitutes a failure to convert any Note in accordance with the terms of
Article 10. When an Event of Default is waived, it is deemed cured, but no such
waiver shall extend to any subsequent or other Event of Default or impair any
consequent right.

         SECTION 6.05 Control by Majority.

         The Holders of a majority in aggregate principal amount of the Notes at
the time outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or that the Trustee
determines in good faith is prejudicial to the rights of other Noteholders or
would involve the Trustee in personal liability unless the Trustee is offered
indemnity satisfactory to it against loss, liability or expense.

         SECTION 6.06 Limitation on Suits.

         A Noteholder may not pursue any remedy with respect to this Indenture
or the Notes unless:

                  (1)      the Holder gives to the Trustee written notice
         stating that an Event of Default is continuing;

                  (2)      the Holders of a majority in aggregate principal
         amount of the Notes at the time outstanding make a written request to
         the Trustee to pursue the remedy;

                  (3)      such Holder or Holders offer to the Trustee
         reasonable security or indemnity satisfactory to the Trustee against
         any loss, liability or expense;

                  (4)      the Trustee does not comply with the request within
         60

                                       33
<PAGE>

         days after receipt of such notice, request and offer of security or
         indemnity; and

                  (5)      the Holders of a majority in aggregate principal
         amount of the Notes at the time outstanding do not give the Trustee a
         direction inconsistent with the request during such 60-day period.

         A Noteholder may not use this Indenture to prejudice the rights of any
other Noteholder or to obtain a preference or priority over any other
Noteholder.

         SECTION 6.07 Rights of Holders To Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of the principal amount, Change of Control Repurchase
Price or any accrued cash interest (including Liquidated Damages and Additional
Interest Amounts, if any) in respect of the Notes held by such Holder, on or
after the respective due dates expressed in the Notes and to convert the Notes
in accordance with Article 10, or to bring suit for the enforcement of any such
payment on or after such respective dates or the right to convert, shall not be
impaired or affected adversely without the consent of such Holder.

         SECTION 6.08 Collection Suit by Trustee.

         If an Event of Default described in Section 6.01(a) or (b) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Issuer for the whole amount owing with respect
to the Notes and the amounts provided for in Section 7.06.

         SECTION 6.09 Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Issuer or any other obligor upon the Notes
or the property of the Issuer or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal amount, accrued cash interest in
respect of the Notes or any Change of Control Repurchase Price shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Issuer for the payment
of any such amount) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

                  (a)      to file and prove a claim for the whole amount of the
principal amount, any accrued and unpaid interest (including, without limitation
Additional Interest Amounts and Liquidated Damages) or any Change of Control
Repurchase Price and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel or any other amounts due the Trustee under
Section 7.06) and of the Holders allowed in such judicial proceeding, and

                  (b)      to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;

                  and any custodian, receiver, assignee, trustee, liquidator,
sequestrate or similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such

                                       34
<PAGE>

payments directly to the Holders, to pay the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
7.06.

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

         SECTION 6.10 Priorities.

         If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

                  (1)      to the Trustee for amounts due under Section 7.06;

                  (2)      to Noteholders for amounts due and unpaid on the
         Notes for the principal amount, Change of Control Repurchase Price or
         any accrued cash interest (including Liquidated Damages, if any), as
         the case may be, ratably, without preference or priority of any kind,
         according to such amounts due and payable on the Notes; and

                  (3)      the balance, if any, to the Issuer.

         The Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this Section 6.10. At least 15 days before such record
date, the Trustee shall mail to each Noteholder and the Issuer a notice that
states the record date, the payment date and the amount to be paid.

         SECTION 6.11 Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant (other than the Trustee) in the suit of an undertaking to pay the costs
of the suit in the manner and to the extent provided in the TIA, and the court
in its discretion may assess reasonable costs, including reasonable attorneys'
fees and expenses, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate
principal amount of the Notes at the time outstanding.

         SECTION 6.12 Waiver of Stay, Extension or Usury Laws.

         The Issuer covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury or
other law wherever enacted, now or at any time hereafter in force, which would
prohibit or forgive the Issuer from paying all or any portion of the principal
amount, Change of Control Repurchase Price or any accrued cash interest
(including Liquidated Damages, if any) in respect of Notes, or any interest on
such amounts, as contemplated herein, or

                                       35
<PAGE>

which may affect the covenants or the performance of this Indenture; and each
Issuer (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                    ARTICLE 7

                                     Trustee

         SECTION 7.01 Duties and Responsibilities of the Trustee; During
Default; Prior to Default.

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

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

                  (a)      prior to the occurrence of an Event of Default
hereunder and after the curing or waiving of all such Events of Default which
may have occurred:

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

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

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

                  (c)      the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders pursuant to Section 6.05 relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this

                                       36
<PAGE>

Indenture.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers.

         SECTION 7.02 Certain Rights of the Trustee.

         Subject to Section 7.01:

                  (a)      the Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution, Officers'
Certificate or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, bond, debenture, note, coupon, Note or other
paper or document (whether in its original or facsimile form) believed by it to
be genuine and to have been signed or presented by the proper party or parties;

                  (b)      any request, direction, order or demand of the Issuer
mentioned herein shall be sufficiently evidenced by an Officers' Certificate
(unless other evidence in respect thereof be herein specifically prescribed);
and any resolution of the Board of Directors may be evidenced to the Trustee by
a copy thereof certified by the secretary or an assistant secretary of the
Issuer;

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

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

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

                  (f)      prior to the occurrence of an Event of Default
hereunder and after the curing or waiving of all such Events of Default, the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, appraisal, bond, debenture, note,
coupon, security, or other paper or document unless requested in writing to do
so by the Holders of not less than a majority in aggregate principal amount of
the Notes then outstanding; provided that, if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against such
expenses or liabilities as a condition to proceeding; the reasonable expenses of
every such investigation shall be paid by the Issuer or, if paid by the Trustee
or any predecessor trustee, shall be repaid by the Issuer upon demand;

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<PAGE>

                  (g)      the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys not regularly in its employ and the Trustee shall not be
responsible for any misconduct or negligence on the part of any such agent or
attorney appointed with due care by it hereunder;

                  (h)      the Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Notes and this Indenture; and

                  (i)      the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.

         SECTION 7.03 Trustee Not Responsible for Recitals, Dispositions of
Notes or Application of Proceeds Thereof.

         The recitals contained herein and in the Notes, except the Trustee's
certificates of authentication, shall be taken as the statements of the Issuer,
and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representation as to the validity or sufficiency of this
Indenture or of the Notes. The Trustee shall not be accountable for the use or
application by the Issuer of any of the Notes or of the proceeds thereof.

         SECTION 7.04 Trustee and Agents May Hold Notes; Collections, etc.

         The Trustee or any agent of the Issuer or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes with
the same rights it would have if it were not the Trustee or such agent and,
subject to Sections 7.08 and 7.13, if operative, may otherwise deal with the
Issuer and receive, collect, hold and retain collections from the Issuer with
the same rights it would have if it were not the Trustee or such agent.

         SECTION 7.05 Moneys Held by Trustee.

         Subject to the provisions of Section 8.03 hereof, all moneys received
by the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by mandatory provisions of law.
Neither the Trustee nor any agent of the Issuer or the Trustee shall be under
any liability for interest on any moneys received by it hereunder. The Trustee
may allow and credit to the Issuer interest on any money received hereunder at
such rate, if any, as may be agreed upon by the Issuer and the Trustee from time
to time as may be permitted by law.

         SECTION 7.06 Compensation and Indemnification of Trustee and its Prior
Claim.

         The Issuer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) to be agreed to in writing by the Trustee and the
Issuer, and the Issuer covenants and agrees to pay or reimburse the Trustee and
each predecessor Trustee upon its request for all expenses, disbursements and
advances incurred or made by or on behalf of it in accordance with any of the
provisions of this Indenture

                                       38
<PAGE>

(including (i) the reasonable compensation and the expenses and disbursements of
its counsel and of all agents and other persons not regularly in its employ and
(ii) interest at the prime rate on any disbursements and advances made by the
Trustee and not paid by the Issuer within 5 days after receipt of an invoice for
such disbursement or advance) except any such expense, disbursement or advance
as may arise from its own negligence or bad faith. The Issuer also covenants to
fully indemnify each of the Trustee, each predecessor Trustee, any
Authenticating Agent and any officer, director, employee or agent of the
Trustee, each such predecessor Trustee or any such Authenticating Agent for, and
to hold it harmless against, any and all loss, liability, claim, damage or
expense (including legal fees and expenses) incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and its duties
hereunder, including the costs and expenses of defending itself against or
investigating any claim of liability in the premises. The obligations of the
Issuer under this Section 7.06 to compensate and indemnify the Trustee, each
predecessor Trustee, any Authenticating Agent and any officer, director,
employee or agent of the Trustee, each such predecessor Trustee or any such
Authenticating Agent and to pay or reimburse the Trustee and each predecessor
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be a senior claim to that of the
Notes upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of particular Notes,
and the Notes are hereby effectively subordinated to such senior claim to such
extent. The provisions of this Section 7.06 shall survive the termination of
this Indenture and the resignation or removal of the Trustee.

         SECTION 7.07 Right of Trustee to Rely on Officers' Certificate, etc.

         Subject to Sections 7.01 and 7.02, whenever in the administration of
the trusts of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting
any action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers' Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

         SECTION 7.08 Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the TIA, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the TIA.

         SECTION 7.09 Persons Eligible for Appointment as Trustee.

         The Trustee shall at all times be a corporation or banking association
having a combined capital and surplus of at least $50,000,000. If such
corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then, for the purposes of this Section 7.09, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall

                                       39
<PAGE>

cease to be eligible in accordance with the provisions of this Section 7.09, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 7.10.

         SECTION 7.10 Resignation and Removal; Appointment of Successor Trustee.

                  (a)      The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to the Notes by giving written
notice of resignation to the Issuer and by mailing notice thereof by first class
mail to the Holders of Notes at their last addresses as they shall appear on the
Note Register. Upon receiving such notice of resignation, the Issuer shall
promptly appoint a successor trustee or trustees by written instrument in
duplicate, executed by authority of the Board of Directors of the Issuer, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee or trustees. If no successor trustee shall have
been so appointed and have accepted appointment within 60 days after the mailing
of such notice of resignation, the resigning trustee may petition, at the
expense of the Issuer, any court of competent jurisdiction for the appointment
of a successor trustee, or any Noteholder who has been a bona fide Holder of a
Note for at least six months may, subject to the provisions of Section 7.11, on
behalf of himself and all others similarly situated, petition any such court for
the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

                  (b)      In case at any time any of the following shall occur:

                           (i)      the Trustee shall fail to comply with the
         provisions of Section 7.08 with respect to any Notes after written
         request therefor by the Issuer or by any Noteholder who has been a bona
         fide Holder of a Note for at least six months; or

                           (ii)     the Trustee shall cease to be eligible in
         accordance with the provisions of Section 7.09 and shall fail to resign
         after written request therefor by the Issuer or by any Noteholder; or

                           (iii)    the Trustee shall become incapable of acting
         or shall be adjudged a bankrupt or insolvent, or a receiver or
         liquidator of the Trustee or of its property shall be appointed, or any
         public officer shall take charge or control of the Trustee or of its
         property or affairs for the purpose of rehabilitation, conservation or
         liquidation; or

                           (iv)     the Issuer shall determine that the Trustee
         has failed to perform its obligations under this Indenture in any
         material respect;

                           then, in any such case, the Issuer may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors of the Issuer, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 7.11, any Noteholder
who has been a bona fide Holder of a Note for at least six months may on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor trustee. If no
successor trustee shall have been appointed and have accepted appointment within
60 days after a notice of removal has been given, the removed trustee may
petition a court of competent jurisdiction for the appointment of a successor
trustee.

                                       40
<PAGE>

                  (c)      The Holders of a majority in aggregate principal
amount of the Notes at the time outstanding may at any time remove the Trustee
and appoint a successor trustee by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Issuer the evidence provided for in
Section 1.05 of the action in that regard taken by the Noteholders.

                  (d)      Any resignation or removal of the Trustee and any
appointment of a successor trustee pursuant to any of the provisions of this
Section 7.10 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.11.

         SECTION 7.11 Acceptance of Appointment by Successor Trustee.

         Any successor trustee appointed as provided in Section 7.10 shall
execute and deliver to the Issuer and to the predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as trustee hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall pay over to the successor
trustee all moneys at the time held by it hereunder and shall execute and
deliver an instrument transferring to such successor trustee all such rights,
powers, duties and obligations. Upon request of any such successor trustee, the
Issuer shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights
and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim
upon all property or funds held or collected by such trustee to secure any
amounts then due it pursuant to the provisions of Section 7.06.

         No successor trustee shall accept appointment as provided in this
Section 7.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09.

         Upon acceptance of appointment by any successor trustee as provided in
this Section 7.11, the Issuer shall mail notice thereof by first class mail to
the Holders of Notes at their last addresses as they shall appear in the Note
Register. If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 7.10. If the Issuer fail to mail
such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Issuer.

         SECTION 7.12 Merger, Conversion, Consolidation or Succession to
Business of Trustee.

         Any corporation or banking association into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation or
banking association resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation or banking association
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder; provided that such
corporation or banking association shall be qualified under the provisions of
Section 7.08 and

                                       41
<PAGE>

eligible under the provisions of Section 7.09, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. In case at the time such
successor to the Trustee shall succeed to the trusts created by this Indenture
any of the Notes shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of authentication of any
predecessor Trustee or Authenticating Agent and deliver such Notes so
authenticated; and, in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee or any Authenticating Agent
appointed by such successor Trustee may authenticate such Notes either in the
name of any predecessor hereunder or in the name of the successor Trustee; and
in all such cases such certificate shall have the full force and effect that
this Indenture provides for the certificate of authentication of the Trustee;
provided that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

         SECTION 7.13 Preferential Collection of Claims Against the Issuer.

         If and when the Trustee shall be or become a creditor of the Issuer (or
any other obligor upon the Notes), the Trustee shall be subject to the
provisions of the TIA regarding the collection of the claims against such Issuer
(or any such other obligor).

         SECTION 7.14 Reports by the Trustee.

                  (a)      Within sixty (60) days after July 15 of each year
commencing with the year 2003, the Trustee shall transmit by mail a brief report
as of such date that complies with Section 313(a) of the TIA (to the extent
required by such Section).

                  (b)      A copy of each such report shall, at the time of such
transmission to Noteholders, be furnished to the Issuer and be filed by the
Trustee with each stock exchange upon which the Notes are listed and also with
the SEC. The Issuer agrees to notify the Trustee when and as the Notes become
admitted to trading on any national securities exchange or become delisted
therefrom.

         SECTION 7.15 Trustee to Give Notice of Default, but May Withhold in
Certain Circumstances.

         The Trustee shall transmit to the Noteholders, as the names and
addresses of such Holders appear on the Note Register, notice by mail of all
Defaults which have occurred, such notice to be transmitted within 90 days after
the occurrence thereof, unless such defaults shall have been cured before the
giving of such notice; provided that, except in the case of Default in the
payment of the principal of, or interest (including Liquidated Damages, if any)
on any of the Notes when due or in the payment of any repurchase obligation, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
or trustees and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the best interests of the Noteholders.
The Trustee shall not be charged with knowledge of a Default or an Event of
Default unless a Responsible Officer of the Trustee shall have actual knowledge
thereof.

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<PAGE>

                                    ARTICLE 8

                             Discharge of Indenture

         SECTION 8.01 Discharge of Indenture.

         When the Issuer shall deliver to the Trustee for cancellation all Notes
theretofore authenticated (other than any Notes that have been destroyed, lost
or stolen and in lieu of or in substitution for which other Notes shall have
been authenticated and delivered) and not theretofore canceled and if the Issuer
shall also pay or cause to be paid all other sums payable hereunder by the
Issuer, then this Indenture shall cease to be of further effect, and the
Trustee, on written demand of the Issuer accompanied by an Officers' Certificate
and an Opinion of Counsel as required by Section 12.04 and at the cost and
expense of the Issuer, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture; the Issuer, however, hereby
agrees to reimburse the Trustee for any costs or expenses thereafter reasonably
and properly incurred by the Trustee and to compensate the Trustee for any
services thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Notes.

         SECTION 8.02 Paying Agent to Repay Monies Held.

         Upon the discharge of this Indenture, all monies then held by any
Paying Agent of the Notes (other than the Trustee) shall, upon written request
of the Issuer, be repaid to it or paid to the Trustee, and thereupon such Paying
Agent shall be released from all further liability with respect to such monies.

         SECTION 8.03 Return of Unclaimed Monies.

         Subject to the requirements of applicable law, any monies deposited
with or paid to the Trustee or the Paying Agent for payment of the principal of
or interest on Notes and not applied but remaining unclaimed by the holders of
Notes for two years after the date upon which the principal of or interest on
such Notes, as the case may be, shall have become due and payable, shall be
repaid to the Issuer by the Trustee or the Paying Agent on written demand and
all liability of the Trustee or the Paying Agent shall thereupon cease with
respect to such monies; and the holder of any of the Notes shall thereafter look
only to the Issuer for any payment that such holder may be entitled to collect
unless an applicable abandoned property law designates another Person.

                                    ARTICLE 9

                             Supplemental Indentures

         SECTION 9.01 Without Consent of Holders.

         The Issuer and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto without the consent of
any Noteholder for one or more of the following purposes:

                  (a)      adding to the Issuer's covenants for the benefit of
the Holders;

                                       43
<PAGE>

                  (b)      surrendering any right or power conferred upon the
Issuer;

                  (c)      providing for the assumption of the Issuer's
obligations to the Holders in the case of a merger, consolidation, conveyance,
transfer or lease in accordance with Article 5;

                  (d)      reducing the Conversion Price; provided that the
reduction will not adversely affect the interests of Holders in any material
respect;

                  (e)      complying with the requirements of the SEC in order
to effect or maintain the qualification of this Indenture under the TIA;

                  (f)      making any changes or modifications to this Indenture
necessary in connection with the registration of the Notes under the Securities
Act as contemplated by the Registration Rights Agreement; provided that this
action does not adversely affect the interests of the Holders in any material
respect;

                  (g)      curing any ambiguity or correcting or supplementing
any defective or inconsistent provision contained in this Indenture; provided
that such modification or amendment does not adversely affect the interests of
the Holders in any material respect; or

                  (h)      adding, modifying or eliminating any other provisions
which the Issuer and the Trustee may deem necessary or desirable and which will
not adversely affect the interests of the Holders in any material respect.

         Notwithstanding any other provision of the Indenture or the Notes, the
Registration Rights Agreement and the obligation to pay Liquidated Damages
thereunder may be amended, modified or waived in accordance with the provisions
of the Registration Rights Agreement.

         SECTION 9.02 With Consent of Holders.

         With the written consent of the Holders of at least a majority in
aggregate principal amount of the Notes at the time outstanding, the Issuer and
the Trustee may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
change in any manner or eliminating any of the provisions of this Indenture or
any supplemental indenture or of modifying in any manner the rights of the
Holders of the Notes. However, without the consent of each Noteholder so
affected, a supplemental indenture may not:

                  (a)      change the maturity of the principal of or any
installment of interest on any Note (including any payment of Liquidated
Damages);

                  (b)      reduce the principal amount of, or interest on
(including any payment of Liquidated Damages or Additional Interest Amounts),
any Note;

                  (c)      change the currency of payment of such Note or
interest thereon;

                  (d)      impair the right to institute suit for the
enforcement of any payment on or with respect to any Note;

                  (e)      except as otherwise permitted or contemplated by
provisions concerning corporate reorganizations, adversely affect the repurchase
option of Holders upon a

                                       44
<PAGE>

Change of Control or the conversion rights of Holders;

                  (f)      reduce the percentage in aggregate principal amount
of Notes outstanding necessary to modify or amend this Indenture or to waive any
past default.

         It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent approves the substance
thereof.

         After a supplemental indenture under this Section 9.02 becomes
effective, the Issuer shall mail to each Holder a notice briefly describing the
supplemental indenture.

         SECTION 9.03 Compliance with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
comply with the TIA; provided that this Section 9.03 shall not require such
supplemental indenture or the Trustee to be qualified under the TIA prior to the
time such qualification is in fact required under the terms of the TIA or the
Indenture has been qualified under the TIA, nor shall it constitute any
admission or acknowledgment by any party to such supplemental indenture that any
such qualification is required prior to the time such qualification is in fact
required under the terms of the TIA or the Indenture has been qualified under
the TIA.

         SECTION 9.04 Revocation and Effect of Consents, Waivers and Actions.

         Until a supplemental indenture, waiver or other action by Holders
becomes effective, a consent thereto by a Holder of a Note hereunder is a
continuing consent by the Holder and every subsequent Holder of that Note or
portion of the Note that evidences the same obligation as the consenting
Holder's Note, even if notation of the consent, waiver or action is not made on
the Note. However, any such Holder or subsequent Holder may revoke the consent,
waiver or action as to such Holder's Note or portion of the Note if the Trustee
receives the notice of revocation before the date the supplemental indenture,
waiver or action becomes effective. After a supplemental indenture, waiver or
action becomes effective, it shall bind every Noteholder.

         SECTION 9.05 Notation on or Exchange of Notes.

         Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Issuer shall so determine,
new Notes so modified as to conform, in the opinion the Board of Directors of
the Issuer, to any such supplemental indenture may be prepared and executed by
the Issuer and authenticated and delivered by the Trustee or an Authenticating
Agent in exchange for outstanding Notes.

                                       45
<PAGE>

         SECTION 9.06 Trustee to Sign Supplemental Indentures.

         The Trustee shall sign any supplemental indenture authorized pursuant
to this Article 9 if the amendment contained therein does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign such supplemental indenture. In signing such
supplemental indenture the Trustee shall be entitled to receive, and (subject to
the provisions of Section 7.01) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that such amendment is
authorized or permitted by this Indenture.

         SECTION 9.07 Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby.

                                   ARTICLE 10

                                   Conversion

         SECTION 10.01 Conversion Privilege.

         A Holder of a Note may convert such Note into Common Stock at any time
during the period stated under the heading "Conversion" set forth in the Notes.
The number of shares of Common Stock issuable upon conversion of a Note per
$1,000 of principal amount thereof (the "Conversion Rate") shall be that set
forth under the heading "Conversion" in the Notes.

         In the case of a Change of Control for which the Holder exercises its
repurchase right with respect to a Note or portion thereof, such conversion
right in respect of the Note or portion thereof shall expire at the close of
business on the Business Day immediately preceding the Change of Control
Repurchase Date.

         The Conversion Rate shall be adjusted in certain instances as provided
in paragraphs (a), (b) and (c) of Section 10.04 hereof and may be increased as
provided in Section 10.13 hereof.

         SECTION 10.02 Exercise of Conversion Right.

         To exercise the conversion right, the Holder of any Note to be
converted shall surrender such Note duly endorsed or assigned to the Issuer or
in blank, at the office of any Conversion Agent, accompanied by a duly signed
conversion notice substantially in the form attached to the Note to the Issuer
stating that the Holder elects to convert such Note or, if less than the entire
principal amount thereof is to be converted, the portion thereof to be
converted.

         Notes surrendered for conversion during the period from the close of
business on any Regular Record Date to the opening of business on the next
succeeding Interest Payment Date shall be accompanied by payment in New York
Clearing House funds or other funds acceptable to the Issuer of an amount equal
to the interest to be received on such Interest Payment Date on the principal
amount of Notes being surrendered for conversion.

         Notes shall be deemed to have been converted immediately prior to the
close of business on the day on which the Notes being surrendered for
conversion, the conversion notice and any

                                       46
<PAGE>

funds as may be required pursuant to the preceding paragraph are delivered to a
Conversion Agent in accordance with the foregoing provisions, and at such time
the rights of the Holders of such Notes as Holders shall cease, and the Person
or Persons entitled to receive the Common Stock issuable upon conversion shall
be treated for all purposes as the record holder or holders of such Common Stock
at such time. As promptly as practicable on or after the conversion date, and
subject to Section 10.08 hereof, the Issuer shall cause to be issued and
delivered to such Conversion Agent a certificate or certificates for the number
of full shares of Common Stock issuable upon conversion, together with payment
in lieu of any fraction of a share as provided in Section 10.03 hereof.

         In the case of any Note which is converted in part only, upon such
conversion the Issuer shall execute and the Trustee or an Authenticating Agent
shall authenticate and deliver to the Holder thereof, at the expense of the
Issuer, a new Note or Notes of authorized denominations in aggregate principal
amount equal to the unconverted portion of the principal amount of such Notes.

         If shares of Common Stock to be issued upon conversion of a Note that
is a Restricted Security (a "Restricted Note"), or securities to be issued upon
conversion of a Restricted Note in part only, are to be registered in a name
other than that of the Holder of such Restricted Note, such Holder must deliver
to the Conversion Agent a certificate in substantially the form of Exhibit B-1
hereto, dated the date of surrender of such Restricted Note and signed by such
Holder, as to compliance with the restrictions on transfer applicable to such
Restricted Note. Neither the Trustee nor any Conversion Agent, Note Registrar or
transfer agent shall be required to register in a name other than that of the
Holder of Notes any shares of Common Stock issued upon conversion of any such
Restricted Note not so accompanied by a properly completed certificate.

         SECTION 10.03 Fractions of Shares.

         No fractional shares of Common Stock shall be issued upon conversion of
any Note or Notes. If more than one Note shall be surrendered for conversion at
one time by the same Holder, the number of full shares which shall be issued
upon conversion thereof shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof) so surrendered.
Instead of any fractional share of Common Stock which would otherwise be issued
upon conversion of any Note or Notes (or specified portions thereof), the Issuer
shall pay a cash adjustment in respect of such fraction (calculated to the
nearest one-100th of a share) in an amount equal to the same fraction of the
quoted price of the Common Stock as of the Trading Day preceding the date of
conversion.

         SECTION 10.04 Adjustment of Conversion Rate.

         Provisions of this Indenture that apply to conversion of all of a Note
also apply to conversion of a portion of a Note.

         As used herein "Average Sale Price" means the average of the Sale
Prices of the Common Stock for the shorter of

                                       47
<PAGE>

                  (i)      30 consecutive Trading Days ending on the last full
                           Trading Day prior to the Time of Determination with
                           respect to the rights, warrants or options or
                           distribution in respect of which the Average Sale
                           Price is being calculated, or

                  (ii)     the period (x) commencing on the date next succeeding
                           the first public announcement of (a) the issuance of
                           rights, warrants or options or (b) the distribution,
                           in each case, in respect of which the Average Sale
                           Price is being calculated and (y) proceeding through
                           the last full Trading Day prior to the Time of
                           Determination with respect to the rights, warrants or
                           options or distribution in respect of which the
                           Average Sale Price is being calculated (excluding
                           days within such period, if any, which are not
                           Trading Days), or

                  (iii)    the period, if any, (x) commencing on the date next
                           succeeding the Ex-Dividend Time with respect to the
                           next preceding (a) issuance of rights, warrants or
                           options or (b) distribution, in each case, for which
                           an adjustment is required by the provisions of
                           Section 10.04(a)(4), 10.04(b) and 10.04(c) and (y)
                           proceeding through the last full Trading Day prior to
                           the Time of Determination with respect to the rights,
                           warrants or options or distribution in respect of
                           which the Average Sale Price is being calculated
                           (excluding days within such period, if any, which are
                           not Trading Days).

         In the event that the Ex-Dividend Time (or in the case of a
subdivision, combination or reclassification, the effective date with respect
thereto) with respect to a dividend, subdivision, combination or
reclassification to which Section 10.04(a)(1), (2), (3) or (5) applies occurs
during the period applicable for calculating "Average Sale Price" pursuant to
the definition in the preceding sentence, "Average Sale Price" shall be
calculated for such period in a manner determined by the Board of Directors to
reflect the impact of such dividend, subdivision, combination or
reclassification on the Sale Price of the Common Stock during such period.

         "Time of Determination" means the time and date of the earlier of (i)
the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 10.04(b) or 10.04(c)
applies or (ii) the time ("Ex-Dividend Time") immediately prior to the
commencement of "ex-dividend" trading for such rights, warrants or options or
distribution on the New York Stock Exchange or such other principal national or
regional exchange or market on which the Common Stock is then listed or quoted.

         (a)      Adjustment for change in Capital Stock.

                  If, on or after the Issue Date of the Notes, the Issuer:

                  (1)      pays a dividend or makes a distribution on its Common
                           Stock in shares of its Common Stock;

                  (2)      subdivides its outstanding shares of Common Stock
                           into a greater number of shares;

                  (3)      combines its outstanding shares of Common Stock into
                           a smaller number of shares;

                                       48
<PAGE>

                  (4)      pays a dividend or makes a distribution on its Common
                           Stock in shares of its Capital Stock (other than
                           Common Stock or rights, warrants or options for its
                           Capital Stock);

                  (5)      issues by reclassification of its Common Stock any
                           shares of its Capital Stock (other than rights,
                           warrants or options for its Capital Stock);

                  then the conversion privilege, Conversion Price and the
                  Conversion Rate in effect immediately prior to such action
                  shall be adjusted so that the Holder of a Note thereafter
                  converted may receive the number of shares of Capital Stock of
                  the Issuer which such Holder would have owned immediately
                  following such action if such Holder had converted the Note
                  immediately prior to such action.

                  The adjustment shall become effective immediately after the
                  record date in the case of a dividend or distribution and
                  immediately after the effective date in the case of a
                  subdivision, combination or reclassification.

                  If after an adjustment a Holder of a Note upon conversion of
                  such Note may receive shares of two or more classes of Capital
                  Stock of the Issuer, the Conversion Rate shall thereafter be
                  subject to adjustment upon the occurrence of an action taken
                  with respect to any such class of Capital Stock as is
                  contemplated by this Article Ten with respect to the Common
                  Stock, on terms comparable to those applicable to Common Stock
                  in this Article Ten.

         (b)      Adjustment for Rights Issue.

         If on or after the Issue Date of the Notes, the Issuer distributes any
rights, warrants or options to all holders of its Common Stock entitling them,
for a period expiring within 60 days after the record date for such
distribution, to purchase shares of Common Stock at a price per share less than
the Sale Price of the Common Stock as of the Time of Determination, the
Conversion Rate shall be adjusted in accordance with the formula:

                       (O + N)
         R' = R x  ---------------
                   (O + (N x P)/M)

where:

         R' = the adjusted Conversion Rate.

         R = the current Conversion Rate.

         O = the number of shares of Common Stock outstanding on the record date
for the distribution to which this Section is being applied.

         N = the number of additional shares of Common Stock offered pursuant to
the distribution.

         P = the offering price per share of the additional shares.

                                       49
<PAGE>

         M = the Average Sale Price, minus, in the case of (i) a distribution to
which Section 10.04(a)(4) applies or (ii) a distribution to which Section
10.04(c) applies, for which, in each case, (x) the record date shall occur on or
before the record date for the distribution to which this Section 10.04(b)
applies and (y) the Ex-Dividend Time shall occur on or after the date of the
Time of Determination for the distribution to which this Section 10.04(b)
applies, the fair market value (on the record date for the distribution to which
this Section 10.04(b) applies) of the

         (1)      Capital Stock of the Issuer distributed in respect of each
                  share of Common Stock in such Section 10.04(a)(4)
                  distribution; and

         (2)      assets of the Issuer or debt securities or any rights,
                  warrants or options to purchase securities of the Issuer
                  distributed in respect of each share of Common Stock in such
                  Section 10.04(c) distribution.

         The Board of Directors shall determine fair market values for the
purposes of this Section 10.04(b).

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the rights, warrants
or options to which this Section 10.04(b) applies. If all of the shares of
Common Stock subject to such rights, warrants or options have not been issued
when such rights, warrants or options expire, then the Conversion Rate shall
promptly be readjusted to the Conversion Rate which would then be in effect had
the adjustment upon the issuance of such rights, warrants or options been made
on the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.

         No adjustment shall be made under this Section 10.04(b) if the
application of the formula stated above in this Section 10.04(b) would result in
a value of R' that is equal to or less than the value of R.

         (c)      Adjustment for Other Distributions.

                  (i) If, on or after the Issue Date of the Notes, the Issuer
         distributes to all holders of its Common Stock any of its assets
         (including shares of Capital Stock of a Subsidiary but excluding
         distributions of Capital Stock or equity interests referred to in
         Section 10.04(c)(ii)), or debt securities or any rights, warrants or
         options to purchase securities of the Issuer (including securities or
         cash, but excluding (x) distributions of Capital Stock referred to in
         Section 10.04(a) and distributions of rights, warrants or options
         referred to in Section 10.04(b) and (y) cash dividends (including
         Regular Quarterly Dividends) or other cash distributions that are paid
         out of consolidated current net earnings or earnings retained in the
         business as shown on the books of the Issuer unless such cash dividends
         or other cash distributions are Extraordinary Cash Dividends), the
         Conversion Rate shall be adjusted, subject to the provisions of Section
         10.04(c)(iii) in accordance with the formula:

               R x M
         R' =  -----
               M - F

where:

                                       50
<PAGE>

         R' = the adjusted Conversion Rate.

         R = the current Conversion Rate.

         M = the Average Sale Price, minus, in the case of a distribution to
which Section 10.04(a)(4) applies, for which (i) the record date shall occur on
or before the record date for the distribution to which this Section 10.04(c)(i)
applies and (ii) the Ex-Dividend Time shall occur on or after the date of the
Time of Determination for the distribution to which this Section 10.04(c)(i)
applies, the fair market value (on the record date for the distribution to which
this Section 10.04(c)(i) applies) of any Capital Stock of the Issuer distributed
in respect of each share of Common Stock in such Section 10.04(a)(4)
distribution.

         F = the fair market value (on the record date for the distribution to
which this Section 10.04(c)(i) applies) of the assets, securities, rights,
warrants or options to be distributed in respect of each share of Common Stock
in the distribution to which this Section 10.04(c)(i) is being applied
(including, in the case of cash dividends or other cash distributions giving
rise to an adjustment, all such cash distributed concurrently).

         The Board of Directors shall determine fair market values for the
purposes of this Section 10.04(c)(i).

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the distribution to
which this Section 10.04(c)(i) applies.

         For purposes of this Section 10.04(c)(i), the term "Extraordinary Cash
Dividend" shall mean any cash dividend (other than Regular Quarterly Dividends)
with respect to the Common Stock the amount of which, together with the
aggregate amount of cash dividends (other than Regular Quarterly Dividends) on
the Common Stock to be aggregated with such cash dividend in accordance with the
provisions of this paragraph, equals or exceeds the threshold percentage set
forth in item (aa) below. For purposes of item (aa) below, the "Measurement
Period" with respect to a cash dividend on the Common Stock shall mean the 365
consecutive day period ending on the date prior to the Ex-Dividend Time with
respect to such cash dividend, and the "Relevant Cash Dividends" with respect to
a cash dividend on the Common Stock shall mean the cash dividends (other than
Regular Quarterly Dividends) on the Common Stock with Ex-Dividend Times
occurring in the Measurement Period.

                  (aa) If, upon the date prior to the Ex-Dividend Time with
         respect to a cash dividend (other than Regular Quarterly Dividends) on
         the Common Stock, the aggregate amount of such cash dividend together
         with the amounts of all Relevant Cash Dividends equals or exceeds on a
         per share basis the sum of 5% of the Sale Price of the Common Stock on
         the last Trading Day preceding the date of declaration by the Board of
         Directors of the cash dividend with respect to which this provision is
         being applied, then such cash dividend together with all Relevant Cash
         Dividends, shall be deemed to be an Extraordinary Cash Dividend and for
         purposes of applying the formula set forth above in this Section
         10.04(c)(i), the value of "F" shall be equal to (y) the aggregate
         amount of such cash dividend together with the amount of all Relevant
         Cash Dividends, minus (z) the aggregate

                                       51
<PAGE>

         amount of all Relevant Cash Dividends for which a prior adjustment in
         the Conversion Rate was previously made under this Section 10.04(c)(i).

         In making the determinations required by item (aa) above, the amount of
cash dividends paid on a per share basis and the amount of any Relevant Cash
Dividends specified in item (aa) above, shall be appropriately adjusted to
reflect the occurrence during such period of any event described in Section
10.04(a).

                  (ii) If, on or after the Issue Date of the Notes, the Issuer
         pays a dividend or makes a distribution to all holders of its Common
         Stock consisting of Capital Stock of any class or series, or similar
         equity interests, of or relating to a Subsidiary or other business unit
         of the Issuer, the Conversion Rate shall be adjusted in accordance with
         the formula:

         R' = R x (1 + F/M) where:

         R' = the adjusted Conversion Rate.

         R = the current Conversion Rate.

         M = the average of the Post-Distribution Prices of the Common Stock for
the 10 Trading Days commencing on and including the fifth Trading Day after the
date on which "ex-dividend trading" commences for such dividend or distribution
on the principal United States exchange or market which such securities are then
listed or quoted (the "Ex-Dividend Date").

         F = the fair market value of the securities distributed in respect of
each share of Common Stock for which this Section 10.04(c)(ii) shall mean the
number of securities distributed in respect of each share of Common Stock
multiplied by the average of the Post-Distribution Prices of those securities
distributed for the 10 Trading Days commencing on and including the fifth
Trading Day after the Ex-Dividend Date.

         "Post-Distribution Price" of Capital Stock or any similar equity
interest on any date means the closing per unit sale price (or, if no closing
sale price is reported, the average of the bid and ask prices or, if more than
one in either case, the average of the average bid and the average ask prices)
on such date for trading of such units on a "when issued" basis without due
bills (or similar concept) as reported in the composite transactions for the
principal United States securities exchange on which such Capital Stock or
equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated;
provided that if on any date such units have not traded on a "when issued"
basis, the Post-Distribution Price shall be the closing per unit sale price (or,
if no closing sale price is reported, the average of the bid and ask prices or,
if more than one in either case, the average of the average bid and the average
ask prices) on such date for trading of such units on a "regular way" basis
without due bills (or similar concept) as reported in the composite transactions
for the principal United States securities exchange on which such Capital Stock
or equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated. In
the absence of such quotation, the Issuer shall be entitled to determine the
Post-Distribution Price on the basis of

                                       52
<PAGE>

such quotations which reflect the post-distribution value of the Capital Stock
or equity interests as it considers appropriate.

         (iii) In the event that, with respect to any distribution to which
Section 10.04(c)(i) would otherwise apply, the difference "M-F" as defined in
the formula set forth in Section 10.04(c)(i) is less than $1.00 or "F" is equal
to or greater than "M", then the adjustment provided by Section 10.04(c)(i)
shall not be made and in lieu thereof the provisions of Section 10.11 shall
apply to such distribution.

Notwithstanding anything contained herein to the contrary no adjustment in the
Conversion Rate will be required unless such adjustment would require a change
of at least 1% in the Conversion Rate then in effect at such time. Any
adjustment that would otherwise be required to be made shall be carried forward
and taken into account in any subsequent adjustment.

Subject to Section 10.13, after an adjustment to the Conversion Rate under this
Article Ten, any subsequent event requiring an adjustment under this Article 10
shall cause an adjustment to the Conversion Rate as so adjusted.

In the event that this Article 10 requires adjustments to the Conversion Rate
under more than one of Sections 10.04(a)(4), 10.04(b) or 10.04(c), and the
record dates for the distributions giving rise to such adjustments shall occur
on the same date, then such adjustments shall be made by applying, first, the
provisions of Section 10.04(a), second, the provisions of Section 10.04(c) and,
third, the provisions of Section 10.04(b).

         SECTION 10.05 Notice of Adjustments of Conversion Price.

         Whenever the Conversion Price is adjusted as herein provided for which
the required notice has been provided), the Issuer shall promptly file with the
Trustee and any Conversion Agent other than the Trustee an Officers' Certificate
setting forth the adjusted Conversion Price and showing in reasonable detail the
facts upon which such adjustment is based together with a certificate from the
Issuer's independent public accountants briefly stating the facts requiring the
adjustment and the method of computing such adjustment. Promptly after delivery
of such Officers' Certificate, the Issuer shall prepare a notice stating that
the Conversion Price has been adjusted and setting forth the adjusted Conversion
Price and the date on which each adjustment becomes effective, and shall mail
such notice to each Holder at the address of such Holder as it appears in the
Note Register within 20 days of the effective date of such adjustment. Failure
to deliver such notice shall not effect the legality or validity of any such
adjustment.

         SECTION 10.06 Notice Prior to Certain Actions.

         In case at any time after the date hereof:

                  (1)      the Issuer shall declare a dividend (or any other
         distribution) on its Common Stock payable otherwise than in cash out of
         its capital surplus or its consolidated retained earnings;

                  (2)      the Issuer shall authorize the granting to the
         holders of its Common Stock of rights or warrants to subscribe for or
         purchase any shares of Capital Stock of any class (or of securities
         convertible into shares of Capital

                                       53
<PAGE>

         Stock of any class) or of any other rights;

                  (3)      there shall occur any reclassification of the Common
         Stock of the Issuer (other than a subdivision or combination of its
         outstanding Common Stock, a change in par value, a change from par
         value to no par value or a change from no par value to par value), or
         any merger, consolidation, statutory share exchange or combination to
         which the Issuer is a party and for which approval of any shareholders
         of the Issuer is required, or the sale, transfer or conveyance of all
         or substantially all of the assets of the Issuer; or

                  (4)      there shall occur the voluntary or involuntary
         dissolution, liquidation or winding up of the Issuer;

the Issuer shall cause to be filed at each office or agency maintained for the
purpose of conversion of Notes pursuant to Section 4.05 hereof, and shall cause
to be provided to the Trustee and all Holders in accordance with Section 12.02
hereof, at least 20 days (or 10 days in any case specified in clause (1) or (2)
above) prior to the applicable record or effective date hereinafter specified, a
notice stating:

                           (A)      the date on which a record is to be taken
                  for the purpose of such dividend, distribution, rights or
                  warrants, or, if a record is not to be taken, the date as of
                  which the holders of Common Stock of record to be entitled to
                  such dividend, distribution, rights or warrants are to be
                  determined, or

                           (B)      the date on which such reclassification,
                  merger, consolidation, statutory share exchange, combination,
                  sale, transfer, conveyance, dissolution, liquidation or
                  winding up is expected to become effective, and the date as of
                  which it is expected that holders of Common Stock of record
                  shall be entitled to exchange their shares of Common Stock for
                  securities, cash or other property deliverable upon such
                  reclassification, merger, consolidation, statutory share
                  exchange, sale, transfer, dissolution, liquidation or winding
                  up.

Neither the failure to give such notice nor any defect therein shall affect the
legality or validity of the proceedings or actions described in clauses (1)
through (4) of this Section 10.06.

         SECTION 10.07 Issuer to Reserve Common Stock.

         The Issuer shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Notes, the full number of shares of fully
paid and nonassessable Common Stock then issuable upon the conversion of all
Notes outstanding.

         SECTION 10.08 Taxes on Conversions.

         Except as provided in the next sentence, the Issuer will pay any and
all taxes (other than taxes on income) and duties that may be payable in respect
of the issue or delivery of shares of Common Stock on conversion of Notes
pursuant hereto. A Holder delivering a Note for conversion shall be liable for
and will be required to pay any tax or duty which may be payable

                                       54
<PAGE>

in respect of any transfer involved in the issue and delivery of shares of
Common Stock in a name other than that of the Holder of the Note or Notes to be
converted, and no such issue or delivery shall be made unless the Person
requesting such issue has paid to the Issuer the amount of any such tax or duty,
or has established to the satisfaction of the Issuer that such tax or duty has
been paid.

         SECTION 10.09 Covenant as to Common Stock.

         The Issuer covenants that all shares of Common Stock which may be
issued upon conversion of Notes will upon issue (i) be fully paid and
nonassessable and, except as provided in Section 10.08, the Issuer will pay all
taxes, liens and charges with respect to the issue thereof and (ii) be entitled
to receive the appropriate number of common stock or preferred stock purchase
rights, as the case may be (the "Rights"), if any, and the certificates
representing the Common Stock issued upon such conversion shall bear such
legends, if any, in each case as may be provided by the terms of any shareholder
rights agreement adopted by the Issuer, as the same may be amended from time to
time (in each case, a "Rights Agreement"). Provided that such Rights Agreement
requires that each share of Common Stock issued upon conversion of Notes at any
time prior to the distribution of separate certificates representing the Rights
be entitled to receive such Rights, then, notwithstanding anything else to the
contrary in this Article 10, there shall not be any adjustment to the Conversion
Rate as a result of the issuance of Rights, the distribution of separate
certificates representing the Rights, the exercise or redemption of such Rights
in accordance with any such Rights Agreement, or the termination or invalidation
of such Rights.

         SECTION 10.10 Cancellation of Converted Notes.

         All Notes delivered for conversion shall be delivered to the Trustee to
be canceled by or at the direction of the Trustee, which shall dispose of the
same as provided in Section 2.11.

         SECTION 10.11 Effect of Reclassification, Consolidation, Merger or
Sale.

         If the Company is a party to (1) a transaction subject to 5.01 (other
than a sale of substantially all of the assets of the Company in a transaction
in which holders of Common Stock immediately prior to such transaction do not
receive securities, cash or other assets of the Issuer or any other person) or
(2) or a merger or binding share exchange which reclassifies or changes its
outstanding Common Stock,

the person obligated to deliver securities, cash or other assets upon conversion
of the Notes shall enter into a supplemental indenture (and if the issuer of
securities deliverable upon conversion of the Notes is an Affiliate of the
successor Issuer, that issuer shall join in such supplemental indenture) with
the Trustee (which shall comply with the TIA as in force at the date of
execution of such supplemental indenture if such supplemental indenture is then
required to so comply) providing that such Notes shall be convertible into the
kind and amount of shares of stock and other securities or property or assets
(including cash) which such Holder would have been entitled to receive upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance had such Notes been converted into Common Stock
immediately prior to such reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance assuming such holder
of Common Stock did not

                                       55
<PAGE>

exercise its rights of election, if any, as to the kind or amount of securities,
cash or other property receivable upon such reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or conveyance
(provided that, if the kind or amount of securities, cash or other property
receivable upon such reclassification, change, merger, consolidation, statutory
share exchange, combination, sale or conveyance is not the same for each share
of Common Stock in respect of which such rights of election shall not have been
exercised ("Non-Electing Share"), then for the purposes of this Section 10.11
the kind and amount of securities, cash or other property receivable upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance for each Non-Electing Share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
Non-Electing Shares). Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 10. If, in the case of any such reclassification,
change, merger, consolidation, statutory share exchange, combination, sale or
conveyance, the stock or other securities and assets receivable thereupon by a
holder of shares of Common Stock includes shares of stock or other securities
and assets of a corporation other than the successor or purchasing corporation,
as the case may be, in such reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance, then such
supplemental indenture shall also be executed by such other corporation and
shall contain such additional provisions to protect the interests of the Holders
of the Notes as the Board of Directors of the Issuer shall reasonably consider
necessary by reason of the foregoing, including to the extent practicable the
provisions providing for the repurchase rights set forth in Section 3.01 hereof.

         The Issuer shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder, at the address of such Holder as it
appears on the Note Register, within 20 days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of such
supplemental indenture.

         The above provisions of this Section 10.11 shall similarly apply to
successive reclassifications, mergers, consolidations, statutory share
exchanges, combinations, sales and conveyances.

         If this Section 10.11 applies to any event or occurrence, neither
Section 10.04(a) nor Section 10.04(b) hereof applies.

         If the Company makes a distribution to all holders of its Common Stock
of any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company that, but for the provisions of the last
paragraph of Section 10.04(c)(iii), would otherwise result in an adjustment in
the Conversion Rate pursuant to the provisions of Section 10.04(c), then, from
and after the record date for determining the holders of Common Stock entitled
to receive the distribution, a Holder of a Note that converts such Note in
accordance with the provisions of this Indenture shall upon such conversion be
entitled to receive, in addition to the shares of Common Stock into which the
Note is convertible, the kind and amount of securities, cash or other assets
comprising the distribution that such Holder would have received if such Holder
had converted the Note immediately prior to the record date for determining the
holders of Common Stock entitled to receive the distribution.

         SECTION 10.12 Responsibility of Trustee for Conversion Provisions.

         The Trustee, subject to the provisions of Section 7.01 hereof, and any
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Notes to determine

                                       56
<PAGE>

whether any facts exist which may require any adjustment of the Conversion
Price, or with respect to the nature or intent of any such adjustments when
made, or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. Neither the Trustee,
subject to the provisions of Section 7.01 hereof, nor any Conversion Agent shall
be accountable with respect to the validity or value (of the kind or amount) of
any Common Stock, or of any other securities or property, which may at any time
be issued or delivered upon the conversion of any Note; and it or they do not
make any representation with respect thereto. Neither the Trustee, subject to
the provisions of Section 7.01 hereof, nor any Conversion Agent shall be
responsible for any failure of the Issuer to make any cash payment or to issue,
transfer or deliver any shares of stock or share certificates or other
securities or property upon the surrender of any Note for the purpose of
conversion; and the Trustee, subject to the provisions of Section 7.01 hereof,
and any Conversion Agent shall not be responsible or liable for any failure of
the Issuer to comply with any of the covenants of the Issuer contained in this
Article.

         SECTION 10.13 Voluntary Increase.

         The Issuer from time to time may increase the Conversion Rate by any
amount for any period of at least 20 days. Whenever the Conversion Rate is
increased, the Issuer shall mail to holders of the Notes and file with the
Trustee and the Conversion Agent a notice of the increase. The Issuer shall mail
the notice at least 15 days before the date the increased Conversion Rate takes
effect. The notice shall state the increased Conversion Rate and the period it
will be in effect.

         A voluntary increase of the Conversion Rate does not change or adjust
the Conversion Rate otherwise in effect for purposes of Section 10.04(a),
10.04(b) or 10.04(c).

                                   ARTICLE 11

                               Protection Payments

         SECTION 11.01 Additional Interest Amounts.

                  (a)      In the event the Issuer or its Board of Directors
declares a Regular Quarterly Dividend on its Common Stock that is greater than
$0.1875 per share (the "Current Quarterly Dividend"), the Issuer shall pay to
each Holder of record as of the record date for such dividend an amount equal to
the product of (i) the positive difference between (A) such quarterly per share
dividend declared by the Issuer and (B) the Current Quarterly Dividend
multiplied by (ii) the number of shares of Common Stock such Holder would
possess had such Holder converted its Notes into shares of Common Stock as of
the record date for such dividend (each such payment an "Additional Interest
Amount" and, collectively, the "Additional Interest Amounts"), provided,
however, such amount shall not be due and no payment with respect thereto shall
be made with respect to the Notes unless such Regular Quarterly Dividend is paid
to holders of Common Stock. The payment date for an Additional Interest Amount
shall be the same as the payment date for the dividend to which the Additional
Interest Amount relates. Holders of Notes shall not be entitled to receive any
Additional Interest Amount with respect to any dividend that causes an
adjustment to the Conversion Rate.

                                       57
<PAGE>

                  (b)      If any of the events contemplated by Section 10.04(a)
occurs, the Current Quarterly Dividend shall be adjusted so that the holders of
the Notes will be entitled to receive payment in the same amount such Holders
would have been entitled to if such event in 10.04(a) had not occurred.

                                   ARTICLE 12

                                  Miscellaneous

         SECTION 12.01 Trust Indenture Act Controls.

         This Indenture is hereby made subject to, and shall be governed by, the
provisions of the TIA required to be part of and to govern indentures qualified
under the TIA; provided, however, that, unless otherwise required by law,
notwithstanding the foregoing, this Indenture and the Notes issued hereunder
shall not be subject to the provisions of subsections (a)(1), (a)(2), and (a)(3)
of Section 314 of the TIA as now in effect or as hereafter amended or modified;
provided further that this Section 12.01 shall not require this Indenture or the
Trustee to be qualified under the TIA prior to the time such qualification is in
fact required under the terms of the TIA, nor shall it constitute any admission
or acknowledgment by any party to the Indenture that any such qualification is
required prior to the time such qualification is in fact required under the
terms of the TIA. If any provision of this Indenture limits, qualifies, or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

         SECTION 12.02 Notices.

         Any request, demand, authorization, notice, waiver, consent or
communication shall be in writing and delivered in person or mailed by
first-class mail, postage prepaid, addressed as follows or transmitted by
facsimile transmission (confirmed by overnight courier) to the following
facsimile numbers:

         if to the Issuer:

         Xcel Energy Inc.
         Attention Corporate Secretary
         800 Nicollet Mall
         Minneapolis, Minnesota  55402
         Facsimile: (612) 215-4504

         if to the Trustee:

         Wells Fargo Bank Minnesota, National Association
         Attention:  Corporate Trust Services N9303-120
         Sixth and Marquette
         Minneapolis, Minnesota  55479
         Facsimile: (612) 667-9825

         The Issuer or the Trustee by notice given to the other in the manner
provided above may designate additional or different addresses for subsequent
notices or communications.

                                       58
<PAGE>

         Any notice or communication given to a Noteholder shall be mailed to
the Noteholder, by first-class mail, postage prepaid, at the Noteholder's
address as it appears on the registration books of the Note Registrar and shall
be sufficiently given if so mailed within the time prescribed.

         Failure to mail a notice or communication to a Noteholder or any defect
in it shall not affect its sufficiency with respect to other Noteholders. If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not received by the addressee.

         If the Issuer mails a notice or communication to the Noteholders, it
shall mail a copy to the Trustee and each Note Registrar, Paying Agent,
Conversion Agent or co-registrar.

         SECTION 12.03 Communication by Holders with Other Holders.

         Noteholders may communicate pursuant to Section 312(b) of the TIA with
other Noteholders with respect to their rights under this Indenture or the
Notes. The Issuer, the Trustee, the Note Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of Section 312(c) of
the TIA.

         SECTION 12.04 Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Issuer to the Trustee to take
any action under this Indenture, the Issuer shall furnish to the Trustee:

                  (1)      an Officers' Certificate stating that, in the opinion
         of the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2)      an Opinion of Counsel stating that, in the opinion of
         such counsel, all such conditions precedent have been complied with.

         SECTION 12.05 Statements Required in Certificate or Opinion.

         Each Officers' Certificate or Opinion of Counsel with respect to
compliance with a covenant or condition provided for in this Indenture shall
include:

                  (1)      a statement that each person making such Officers'
         Certificate or Opinion of Counsel has read such covenant or condition;

                  (2)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such Officers' Certificate or Opinion of Counsel are
         based;

                  (3)      a statement that, in the opinion of each such person,
         he has made such examination or investigation as is necessary to enable
         such person to express an informed opinion as to whether or not such
         covenant or condition has been complied with; and

                                       59
<PAGE>

                  (4)      a statement that, in the opinion of such person, such
         covenant or condition has been complied with.

         SECTION 12.06 Separability Clause.

         In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         SECTION 12.07 Rules by Trustee, Paying Agent, Conversion Agent and Note
Registrar.

         The Trustee may make reasonable rules for action by or a meeting of
Noteholders. The Note Registrar, Conversion Agent and the Paying Agent may make
reasonable rules for their functions.

         SECTION 12.08 Legal Holidays.

         A "Legal Holiday" is any day other than a Business Day. If any
specified date (including a date for giving notice) is a Legal Holiday, the
action shall be taken on the next succeeding day that is not a Legal Holiday,
and, if the action to be taken on such date is a payment in respect of the
Notes, no interest, if any, shall accrue for the intervening period.

         SECTION 12.09 Governing Law.

         THIS INDENTURE AND THE NOTES WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 12.10 No Recourse Against Others.

         A director, officer, employee or stockholder, as such, of the Issuer
shall not have any liability for any obligations of such Issuer under the Notes
or this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Noteholder shall waive
and release all such liability. The waiver and release shall be part of the
consideration for the issue of the Notes.

         SECTION 12.11 Successors.

         All agreements of the Issuer in this Indenture and the Notes shall bind
its successor. All agreements of the Trustee in this Indenture shall bind its
successor.

         SECTION 12.12 Benefits of Indenture.

         Nothing in this Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto, any Paying Agent, any
authenticating agent, any Note Registrar and their successors hereunder and the
holders of Notes, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

         SECTION 12.13 Table of Contents, Heading, Etc.

         The table of contents and the titles and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.

                                       60
<PAGE>

         SECTION 12.14 Authenticating Agent.

         The Trustee may appoint an authenticating agent (the "Authenticating
Agent") that shall be authorized to act on its behalf, and subject to its
direction, in the authentication and delivery of Notes in connection with the
original issuance thereof and transfers and exchanges of Notes hereunder,
including under Sections 2.03, 2.07, 2.08, 3.01, 3.04, 9.05 and 10.02, as fully
to all intents and purposes as though the authenticating agent had been
expressly authorized by this Indenture and those Sections to authenticate and
deliver Notes. For all purposes of this Indenture, the authentication and
delivery of Notes by the Authenticating Agent shall be deemed to be
authentication and delivery of such Notes "by the Trustee" and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent
shall be deemed to satisfy any requirement hereunder or in the Notes for the
Trustee's certificate of authentication. Such Authenticating Agent shall at all
times be a Person eligible to serve as trustee hereunder pursuant to Section
7.09.

         Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of any Authenticating Agent, shall be the successor of
the Authenticating Agent hereunder, if such successor corporation is otherwise
eligible under this Section 12.14, without the execution or filing of any paper
or any further act on the part of the parties hereto or the Authenticating Agent
or such successor corporation.

         Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Issuer. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Issuer. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section, the
Trustee shall either promptly appoint a successor Authenticating Agent or itself
assume the duties and obligations of the former Authenticating Agent under this
Indenture and, upon such appointment of a successor Authenticating Agent, if
made, shall give written notice of such appointment of a successor
Authenticating Agent to the Issuer and shall mail notice of such appointment of
a successor Authenticating Agent to all holders of Notes as the names and
addresses of such holders appear on the Note Register.

         The Issuer agree to pay to the Authenticating Agent from time to time
such reasonable compensation for its services as shall be agreed upon in writing
between the Issuer and the Authenticating Agent.

         The provisions of Sections 2.12, 7.03, 7.04, 7.07 and this Section
12.14 shall be applicable to any Authenticating Agent.

         SECTION 12.15 Execution in Counterparts.

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

                                       61
<PAGE>

         IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

                                           XCEL ENERGY INC.

                                           By: /s/ BENJAMIN G.S. FOWKE, III
                                               --------------------------------
                                                   Benjamin G.S. Fowke III
                                               Vice President, Chief Financial
                                                     Officer and Treasurer

ATTEST:

         /s/ ANNE. M. ZIEBELL
         ----------------------
             Anne M. Ziebell
           Assistant Secretary

                                           WELLS FARGO BANK MINNESOTA,
                                           NATIONAL ASSOCIATION, as Trustee

                                           By: /s/ MICHAEL T. LECHNER
                                               --------------------------------
                                                   Assistant Vice President

<PAGE>

                                                                       EXHIBIT A

                              [FORM OF GLOBAL NOTE]

FOR GLOBAL NOTE ONLY: [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR THEIR AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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. TRANSFERS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]

THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE
HOLDING PERIOD APPLICABLE TO SALES THEREOF UNDER RULE 144(K) UNDER THE
SECURITIES ACT (OR ANY SUCCESSIVE PROVISION) (THE "RESALE RESTRICTION PERIOD"),
ONLY (A) TO XCEL ENERGY INC. OR ANY SUBSIDIARY THEREOF, (B) TO THE EXTENT AND
FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO
A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) OUTSIDE THE UNTIED STATES
TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION IN

<PAGE>

ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S, (D) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7)
OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, INCLUDING UNDER RULE 144, IF AVAILABLE. IF
ANY RESALE OR OTHER TRANSFER OF THIS SECURITY OR SHARES OF COMMON STOCK ISSUED
UPON CONVERSION OF THIS SECURITY IS PROPOSED TO BE MADE PURSUANT TO CLAUSE (D)
OF THIS PARAGRAPH PRIOR TO THE EXPIRATION OF THE RESALE RESTRICTION PERIOD (OR
THE DATE OF REGISTRATION THEREOF), THE TRANSFEROR SHALL BE REQUIRED TO DELIVER A
LETTER FROM THE TRANSFEREE TO THE TRUSTEE WHICH SHALL PROVIDE, AMONG OTHER
THINGS, THAT THE TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE
MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
ACT AND THAT IT IS ACQUIRING THIS SECURITY OR SHARES OF COMMON STOCK ISSUED UPON
CONVERSION OF THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY
REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH
INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL. EACH
PURCHASER ACKNOWLEDGES THAT PRIOR TO THE EXPIRATION OF THE RESALE RESTRICTION
PERIOD, THE ISSUER AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN
THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER EXPIRATION OF THE RESALE RESTRICTION PERIOD.

2
<PAGE>

                                XCEL ENERGY INC.

                    7 1/2% Convertible Senior Notes due 2008

                                    U.S. $[ ]

No.                                                                 [CUSIP: [ ]]
Issue Date:

         XCEL ENERGY INC., a Minnesota corporation, promises to pay to
__________ or registered assigns, the principal sum of [     ] DOLLARS
($[     ]), subject to increases and decreases as set forth on the Schedule of
Increases and Decreases annexed hereto, on _______________ 2008 (the "Maturity
Date").

         This Note shall bear interest as specified on the other side of this
Note. This Note is convertible as specified on the other side of this Note.

         Additional provisions of this Note are set forth on the other side of
this Note.

Dated:

                                           XCEL ENERGY INC.

                                           By: ________________________________
                                               Name:
                                               Title:

3
<PAGE>

                            TRUSTEE'S CERTIFICATE OF
                                 AUTHENTICATION

         This is one of the Notes referred to in the within-mentioned Indenture
(as defined on the other side of this Note).

                                           WELLS FARGO BANK MINNESOTA,
                                           NATIONAL ASSOCIATION, as Trustee

                                           By: ________________________________
                                                    Authorized Signatory

                                           By: ________________________________
                                           As Authenticating Agent
                                           (if different from Trustee)

                                           Dated:

4
<PAGE>

                         [FORM OF REVERSE SIDE OF NOTE]

                    7 1/2% Convertible Senior Note due 2008

         1.       Cash Interest. The Issuer promises to pay interest in cash on
the principal amount of this Note at the rate per annum of 7 1/2 %. The Issuer
will pay cash interest semiannually in arrears on ________ and ____________ of
each year, beginning on ____________, 2003 (each an "Interest Payment Date") to
Holders of record at the close of business on ________ and __________ (whether
or not a Business Day) (each a "Regular Record Date"), as the case may be,
immediately preceding such Interest Payment Date; provided that interest payable
on the Maturity Date or if applicable, upon repurchase or acceleration, shall be
payable to the person to whom principal shall be payable. Cash interest on the
Notes will accrue from (and including) the most recent date to which interest
has been paid or duly provided or, if no interest has been paid, from (and
including) the Issue Date to (but not including) the next successive Interest
Payment Date. Cash interest will be computed on the basis of a 360-day year of
twelve 30-day months. The Issuer shall pay cash interest on overdue principal at
the rate borne by the Notes, and it shall pay interest in cash on overdue
installments of cash interest (including Liquidated Damages and Additional
Interest Amounts, if any) at the same rate to the extent lawful. All such
overdue cash interest shall be payable on demand. The Issuer further promise to
pay Liquidated Damages that it may from time to time be required to pay pursuant
to Section 2(e) of the Registration Rights Agreement at the same time and in the
same manner as payments of interest as specified herein.

         2.       Payment of Principal. Subject to the terms and conditions of
the Indenture, the Issuer will make payments in respect of the principal on this
Note on the Maturity Date or if applicable, upon repurchase or acceleration to
Holders who surrender Notes to a Paying Agent to collect such payments in
respect of the Notes.

         3.       Payment of Additional Interest Amounts. In the event that the
Issuer declares a dividend on its shares of Common Stock that exceeds the
Current Quarterly Dividend, the Issuer shall pay to each Holder of record as of
the record date for such dividend an amount equal to the product of (i) the
positive difference between (A) such quarterly per share dividend declared by
the Issuer and (B) the Current Quarterly Dividend multiplied by (ii) the number
of shares of Common Stock such Holder would possess had such Holder converted
its Notes into shares of Common Stock as of the record date for such dividend
(each such payment an "Additional Interest Amount" and, collectively, the
"Additional Interest Amounts"); provided, however, that such Additional Interest
Amounts shall not be due and no payment with respect thereto shall be made
unless such dividend is paid to holders of Common Stock. The payment date for an
Additional Interest Amount shall be the same as the payment date for the
dividend to which the Additional Interest Amount relates. Holders of Notes shall
not be entitled to receive any Additional Interest Amount with respect to any
dividend that causes an adjustment to the Conversion Rate.

         The "Current Quarterly Dividend" shall be initially equal to $0.1875
per share of Common Stock, subject to adjustment in certain events described in
the Indenture.

         4.       Method of Payment. The Issuer will pay cash amounts in money
of the United States that at the time of payment is legal tender for payment of
public and private debts.

5
<PAGE>

However, the Issuer may make such cash payments by check payable in such money.
A Holder of Notes with an aggregate principal amount in excess of $5,000,000
will be paid by wire transfer in immediately available funds at the election of
such holder. Any payment required to be made on any day that is not a Business
Day will be made on the next succeeding Business Day.

         5.       Paying Agent, Conversion Agent and Note Registrar. Initially,
Wells Fargo Bank Minnesota, National Association, the "Trustee" will act as
Paying Agent, Conversion Agent and Note Registrar. The Issuer may appoint and
change any Paying Agent, Conversion Agent, Note Registrar or co-registrar
without notice, other than notice to the Trustee. The Issuer or any of their
Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion
Agent, Note Registrar or co- registrar.

         6.       Indenture. The Issuer issued the Notes under an Indenture
dated as of _______________, 2003 (the "Indenture"), between the Issuer and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
in effect from time to time (the "TIA"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The Notes
are subject to all such terms, and Noteholders are referred to the Indenture and
the TIA for a statement of those terms.

         The Notes are general unsecured obligations of the Issuer limited to
$57,500,000 aggregate principal amount (except as provided for in Section 2.01
of the Indenture). The Indenture does not limit other indebtedness of the
Issuer, secured or unsecured.

         No sinking fund is provided for the Notes.

         7.       Repurchase by the Issuer at the Option of the Holder. If a
Change of Control of the Issuer occurs, the Holder, at the Holder's option,
shall have the right, in accordance with the provisions of the Indenture, to
require the Issuer to repurchase the Notes (or any portion of the principal
amount hereof that is at least $1,000 or an integral multiple thereof, provided
that the portion of the principal amount of this Note to be outstanding after
such repurchase is at least equal to $1,000) at the Change of Control Repurchase
Price in cash.

         A notice of a Change of Control will be given by the Issuer to the
Holders as provided in the Indenture. To exercise a repurchase right, a Holder
must deliver to the Trustee a written notice as provided in the Indenture.

         Holders have the right to withdraw any Change of Control Repurchase
Notice by delivering to the Paying Agent a written notice of withdrawal in
accordance with the provisions of the Indenture.

         8.       Conversion. Subject to the next two succeeding sentences, a
Holder of a Note may convert it into, at the option of the Holder, Common Stock
of the Issuer at any time before the close of business on the Maturity Date. A
Note in respect of which a Holder has delivered a Change of Control Repurchase
Notice exercising the option of such Holder to require the Issuer to purchase
such Note may be converted only if such notice of exercise is withdrawn in
accordance with the terms of the Indenture.

6
<PAGE>

         The initial Conversion Rate shall be 81.1359 shares of Common Stock per
$1000 principal amount of the Note, subject to adjustment in certain events
described in the Indenture. The Issuer shall pay a cash adjustment as provided
in the Indenture in lieu of any fractional share of Common Stock.

         To convert a Note, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the Note
to the Conversion Agent, (3) furnish appropriate endorsements and transfer
documents if required by the Conversion Agent, the Issuer or the Trustee and (4)
pay any transfer or similar tax, if required, in accordance with all the
provisions of the Indenture.

         9.       Denominations; Transfer; Exchange. The Notes are in fully
registered form, without coupons, in denominations of $1,000 of principal amount
and integral multiples of $1,000. A Holder may transfer or exchange Notes in
accordance with the Indenture. The Note Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay any taxes and fees required by law or permitted by the Indenture. The Note
Registrar need not transfer or exchange any Notes in respect of which a Change
of Control Repurchase Notice has been given and not withdrawn (except, in the
case of a Note to be purchased in part, the portion of the Note not to be
purchased).

         10.      Persons Deemed Owners. The registered Holder of this Note may
be treated as the owner of this Note for all purposes.

         11.      Unclaimed Money or Notes. The Trustee and the Paying Agent
shall return to the Issuer upon written request any money held by them for the
payment of any amount with respect to the Notes that remains unclaimed for two
years, subject to applicable unclaimed property law. After return to the Issuer,
Holders entitled to the money must look to the Issuer for payment as general
creditors unless an applicable abandoned property law designates another person.

         12.      Amendment; Waiver. Subject to certain exceptions set forth in
the Indenture, (i) the Indenture or the Notes may be amended with the written
consent of the Holders of at least a majority in aggregate principal amount of
the Notes at the time outstanding and (ii) certain Defaults or Events of Default
may be waived with the written consent of the Holders of a majority in aggregate
principal amount of the Notes at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any Noteholder,
the Issuer and the Trustee may amend the Indenture or the Notes, among other
things, to cure any ambiguity, omission, defect or inconsistency, or to comply
with Article 5 of the Indenture, or to make any change that does not adversely
affect the rights of any Noteholder, or to comply with any requirement of the
SEC in connection with the qualification of the Indenture under the TIA or in
connection with the registration of the Notes under the Securities Act.

         13.      Defaults and Remedies. Under the Indenture, Events of Default
include (1) the Issuer fails to pay when due the principal on any of the Notes
at maturity or exercise of a repurchase right or otherwise; (2) the Issuer fails
to pay an installment of interest (including Liquidated Damages and Additional
Interest Amounts, if any) on any of the Notes that continues for 30 days after
the date when due; (3) the Issuer fails to deliver shares of Common Stock,

7
<PAGE>

together with cash in lieu of fractional shares, when such Common Stock or cash
in lieu of fractional shares is required to be delivered upon conversion of a
Note and such failure continues for 10 days after such delivery date; (4) the
Issuer fails to give notice regarding a Change of Control within the time period
specified in the Indenture; (5) the Issuer fails to perform or observe any other
term, covenant or agreement contained in the Notes or the Indenture for a period
of 60 days after receipt by the Issuer of a written notice of such failure,
requiring the Issuer to remedy the same, given by the Trustee or to the Issuer
and the Trustee by the Holders of at least 25% in aggregate principal amount of
the Notes then outstanding; (6) (A) the Issuer or any Significant Subsidiary
fails to make any payment by the end of the applicable grace period, if any,
after the final scheduled payment date for such payment with respect to any
indebtedness for borrowed money in an aggregate principal amount in excess of
$50 million or (B) indebtedness for borrowed money of the Issuer or any
Significant Subsidiary in an aggregate principal amount in excess of $50 million
shall have been accelerated or otherwise declared due and payable, or required
to be prepaid or repurchased (other than by regularly scheduled required
prepayment) prior to the scheduled maturity thereof as a result of a default
with respect to such indebtedness, in either case without such indebtedness
referred to in subclause (A) or (B) hereof having been discharged, cured,
waived, rescinded or annulled, for a period of 30 days after receipt by the
Issuer of a Notice of Default; and (7) certain events of bankruptcy, insolvency
or reorganization with respect to the Issuer or any Significant Subsidiary. If
an Event of Default (other than an Event of Default specified in clause (7)
above) occurs and is continuing, the Trustee, or the Holders of at least 25% in
aggregate principal amount of the Notes at the time outstanding, may declare all
the Notes to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default which will result in the Notes becoming due and
payable immediately upon the occurrence of such Events of Default.

         Noteholders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Notes at the time outstanding may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Noteholders notice of any
continuing Default (except a Default in payment of amounts specified in clause
(1) or (2) above) if it determines that withholding notice is in their
interests.

         14.      Trustee Dealings with the Issuer. Subject to certain
limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with and collect obligations owed to it by the Issuer or
their Affiliates and may otherwise deal with the Issuer or their Affiliates with
the same rights it would have if it were not Trustee.

         15.      No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Issuer shall not have any liability for any
obligations of such Issuer under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By
accepting a Note, each Noteholder waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Notes.

         16.      Authentication. This Note shall not be valid until an
authorized signatory of the Trustee or an Authenticating Agent manually signs
the Trustee's Certificate of Authentication on the other side of this Note.

8
<PAGE>

         17.      Abbreviations. Customary abbreviations may be used in the name
of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

         18.      GOVERNING LAW. THE INDENTURE AND THIS NOTE WILL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         The Issuer will furnish to any Noteholder upon written request and
without charge a copy of the Indenture which has in it the text of this Note in
larger type. Requests may be made to:

9
<PAGE>

                                CONVERSION NOTICE

TO:      XCEL ENERGY INC.
         WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

         The undersigned registered owner of this Note hereby irrevocably
exercises the option to convert this Note, or the portion thereof (which is
$1,000 or an integral multiple thereof) below designated, into shares of Common
Stock of Xcel Energy Inc. in accordance with the terms of the Indenture referred
to in this Note, and directs that the shares issuable and deliverable upon such
conversion, together with any check in payment for fractional shares and any
Notes representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If shares or any portion of this Note not converted are to be
issued in the name of a person other than the undersigned, the undersigned will
provide the appropriate information below and pay all transfer taxes payable
with respect thereto. Any amount required to be paid by the undersigned on
account of interest accompanies this Note.

Dated: ___________________

                                           _________________________________
                                           Signature(s)

         Signature(s) must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Note Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.

                                           _________________________________
                                           Signature Guarantee

10
<PAGE>

         Fill in the registration of shares of Common Stock if to be issued, and
Notes if to be delivered, other than to and in the name of the registered
holder:

_________________________________
(Name)
_________________________________
(Street Address)
_________________________________
(City, State and Zip Code)
_________________________________
Please print name and address

Principal amount to be converted
(if less than all):

$_________________________________

Social Security or Other Taxpayer
Identification Number:

_________________________________

11
<PAGE>

                       CHANGE OF CONTROL REPURCHASE NOTICE

TO: XCEL ENERGY INC.
    WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

         The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from Xcel Energy Inc. (the "Issuer") as to the
occurrence of a Change of Control with respect to the Issuer and requests and
instructs the Issuer to repay the entire principal amount of this Note
(Certificate No.____), or the portion thereof (which is $1,000 or an integral
multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Note to the registered holder hereof.

Dated: ___________________

                                           _________________________________

                                           _________________________________
                                           Signature(s)

         NOTICE: The above signatures of the holder(s) hereof must correspond
with the name as written upon the face of the Note in every particular without
alteration or enlargement or any change whatever.

         Principal amount to be repaid (if less than all):

                  $_________________________________

                  __________________________________
                  Social Security or Other
                  Taxpayer Identification Number

12
<PAGE>

                                   ASSIGNMENT

         For value received __________________________________________ hereby
sell(s), assign(s) and transfer(s) unto _______________________________________
_ (Please insert social security or other Taxpayer Identification Number of
assignee) the within Note, and hereby irrevocably constitutes and appoints
____________________________________ attorney to transfer said Note on the books
of the Issuer, with full power of substitution in the premises.

         In connection with any transfer of the Note prior to the expiration of
the holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision) (other than any transfer pursuant to
a registration statement that has been declared effective under the Securities
Act), the undersigned confirms that such Note is being transferred:

         -        To Xcel Energy Inc. or a subsidiary thereof; or

         -        Pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933, as amended; or

         -        To an Institutional Accredited Investor pursuant to and in
                  compliance with the Securities Act of 1933, as amended; or

         -        Pursuant to an offshore transaction, in accordance with Rule
                  904 under the Securities Act; or

         -        Pursuant to and in compliance with Rule 144 under the
                  Securities Act of 1933, as amended;

                           and unless the box below is checked, the undersigned
                           confirms that such Note is not being transferred to
                           an "affiliate" of the Issuer as defined in Rule 144
                           under the Securities Act of 1933, as amended (an
                           "Affiliate").

         -        The transferee is an Affiliate of the Issuer.

Dated: ___________________

                                           _________________________________

                                           _________________________________
                                           Signature(s)

13
<PAGE>

         Signature(s) must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Note Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.

                                           _________________________________
                                           Signature Guarantee

         NOTICE: The signature of the conversion notice, the Change of Control
Repurchase Notice or the assignment must correspond with the name as written
upon the face of the Note in every particular without alteration or enlargement
or any change whatever.

14
<PAGE>

                                                                     EXHIBIT B-1

                              Transfer Certificate

         In connection with any transfer of any of the Notes within the period
prior to the expiration of the holding period applicable to the sales thereof
under Rule 144(k) under the Securities Act of 1933, as amended (the "Securities
Act") (or any successor provision), the undersigned registered owner of this
Note hereby certifies with respect to $____________ principal amount of the
above-captioned Notes presented or surrendered on the date hereof (the
"Surrendered Notes") for registration of transfer, or for exchange or conversion
where the Notes issuable upon such exchange or conversion are to be registered
in a name other than that of the undersigned registered owner (each such
transaction being a "transfer"), that such transfer complies with the
restrictive legend set forth on the face of the Surrendered Notes for the reason
checked below:

         -        A transfer of the Surrendered Notes is made to the Issuer or
                  any subsidiaries; or

         -        The transfer of the Surrendered Notes complies with Rule 144A
                  under the U.S. Securities Act of 1933, as amended (the
                  "Securities Act"); or

         -        The transfer of the Surrendered Notes is to an institutional
                  accredited investor, as described in Rule 501(a)(1), (2), (3)
                  or (7) of Regulation D under the Securities Act; or

         -        The transfer of the Surrendered Notes is pursuant to an
                  effective registration statement under the Securities Act, or

         -        The transfer of the Surrendered Notes is pursuant to an
                  offshore transaction in accordance with Rule 904 of Regulation
                  S under the Securities Act; or

         -        The transfer of the Surrendered Notes is pursuant to another
                  available exemption from the registration requirement of the
                  Securities Act.

                           and unless the box below is checked, the undersigned
                           confirms that, to the undersigned's knowledge, such
                           Notes are not being transferred to an "affiliate" of
                           the Issuer as defined in Rule 144 under the
                           Securities Act (an "Affiliate").

         -        The transferee is an affiliate of the Issuer.

DATE: ____________________

                                           ____________________________________

                                           Signature(s)

                                      B-1-1

<PAGE>

(If the registered owner is a corporation, partnership or fiduciary, the title
of the Person signing on behalf of such registered owner must be stated.)

                                      B-1-2

<PAGE>

                                   Exhibit B-2

             FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS

Wells Fargo Bank Minnesota, National Association

Ladies and Gentlemen:

         We are delivering this letter in connection with our proposed purchase
of $____ principal amount of 7 1/2 % Convertible Senior Notes due 2008 (the
"Notes") and ___ shares of Common Stock issued upon conversion of the Notes (the
"Securities") of Xcel Energy Inc., a Minnesota corporation (the "Company").

         We hereby confirm that:

2.       we are an "accredited investor" within the meaning of Rule 501(a)(1),
         (2) or (3) under the Securities Act of 1933, as amended (the
         "Securities Act"), or an entity in which all of the equity owners are
         accredited investors within the meaning of Rule 501(a)(1), (2) or (3)
         under the Securities Act (an "Institutional Accredited Investor");

3.       (A) our purchase of the Securities will be for our own account or for
         the account of one or more other Institutional Accredited Investors or
         as fiduciary for the account of one or more trusts, each of which is an
         "accredited investor" within the meaning of Rule 501(a)(7) under the
         Securities Act and for each of which we exercise sole investment
         discretion or (B) we are a "bank," within the meaning of Section
         3(a)(2) of the Securities Act, or a "savings and loan association" or
         other institution described in Section 3(a)(5)(A) of the Securities Act
         that is acquiring the Securities as fiduciary for the account of one or
         more institutions for which we exercise sole investment discretion;

4.       in the event that we purchase any of the Securities, we will acquire
         Securities having a minimum purchase price of not less that $500,000
         for our own account or for any separate account for which we are
         acting;

5.       we have such knowledge and experience in financial and business matters
         that we are capable of evaluating the merits and risks of purchasing
         the Securities;

6.       we are not acquiring the Securities with a view to distribution
         therefor or with any present intention of offering or selling any of
         the Securities, except inside the United States in accordance with Rule
         144A under the Securities Act or outside the United States in
         accordance with Regulation S under the Securities Act, as provided
         below; provided that the disposition of our property and the property
         of any accounts for which we are acting as fiduciary shall remain at
         all times within our control; and

         We understand that the Securities are being offered in a transaction
not involving any public offering within the United States within the meaning of
the Securities Act and that the Securities have not been and will not be
registered under the Securities Act, and

                                      B-2-1

<PAGE>

we agree, on our own behalf and on behalf of each account for which we acquire
any Securities, that if in the future we decide to resell, pledge or otherwise
transfer such Securities such Securities, may be offered, resold, pledged or
otherwise transferred only (i) pursuant to an effective registration statement
under the Securities Act, (ii) inside the United States to a person who we
reasonably believe is a "qualified institutional buyer" (as defined in Rule 144A
under the Securities Act) in a transaction meeting the requirements of Rule
144A, (iii) pursuant to an exemption from registration provided by Rule 144
under the Securities Act, if available, or (iv) outside the United States in a
transaction meeting the requirements of Rule 903 or 904 under the Securities
Act, and in each case, in accordance with any applicable securities laws of any
State of the United States or any other applicable jurisdiction. We acknowledge
that the Issuer and the Trustee for the Securities will not be required to
accept for registration of transfer any Securities acquired by us, except upon
presentation of evidence satisfactory to the Issuer and the Trustee that the
foregoing restrictions on transfer have been complied with. We further
understand that any Securities acquired by us will be in the form of definitive
physical certificates and that such certificates will bear a legend reflecting
the substance of this paragraph.

         We acknowledge that you, the Issuer, and others will rely upon our
confirmations, acknowledgements, and agreements set forth herein, and we agree
to notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

         THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.

Date: ______________________

                                               (Name of Purchaser)

                                  By: __________________________________________

                                  Name: ________________________________________

                                  Title: _______________________________________

                                  Address: _____________________________________

                                      B-2-2

<PAGE>

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

         The initial principal amount of this Global Security is [    ] DOLLARS
($[    ]). The following increases or decreases in this Global Security have
been made:

<TABLE>
<CAPTION>
                  Amount of decrease   Amount of increase   Principal Amount of       Signature of
                  in Principal Amount  in Principal Amount  this Global Security  authorized signatory
                    of this Global       of this Global        following such        of Trustee of
Date of Exchange       Security             Security        decrease or increase  Securities Custodian
----------------  -------------------  -------------------  --------------------  --------------------
<S>               <C>                  <C>                  <C>                   <C>
</TABLE>

                                      B-2-3