Exhibit 4.09


 


FORM OF

SUPPLEMENTAL INDENTURE NO.


 


FROM


 


XCEL ENERGY INC.

(a Minnesota corporation)


 


TO


 


WELLS FARGO BANK,
NATIONAL ASSOCIATION

Trustee


 


JUNIOR SUBORDINATED
NOTES, SERIES DUE


 


DATED AS OF


 


SUPPLEMENTAL TO JUNIOR
SUBORDINATED INDENTURE

DATED AS OF JANUARY 1, 2008


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  	
   

  
	
  RELATION TO
  INDENTURE; DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  INTEGRAL PART OF
  INDENTURE

  	
  1

  
	
  Section 1.02

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Definitions

  	
  2

  
	
  (b)

  	
  References to Articles
  and Sections

  	
  2

  
	
  (c)

  	
  Terms Relating to this
  Supplemental Indenture

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  
	
  % JUNIOR
  SUBORDINATED NOTES, SERIES DUE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  DESIGNATION AND
  PRINCIPAL AMOUNT

  	
  2

  
	
  Section 2.02

  	
  STATED MATURITY DATE

  	
  2

  
	
  Section 2.03

  	
  INTEREST PAYMENTS

  	
  2

  
	
  Section 2.04

  	
  OFFICE FOR PAYMENT

  	
  2

  
	
  Section 2.05

  	
  [REDEMPTION]

  	
  3

  
	
  Section 2.06

  	
  AUTHORIZED
  DENOMINATIONS

  	
  3

  
	
  Section 2.07

  	
  FORM OF NOTES

  	
  3

  
	
  Section 2.08

  	
  REOPENING OF NOTES

  	
  3

  
	
  Section 2.09

  	
  [RESTRICTIONS DURING
  OPTIONAL DEFERRAL PERIOD]

  	
  3

  
	
  Section 2.10

  	
  EVENTS OF DEFAULT

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01

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

  	
  3

  
	
  Section 3.02

  	
  SUPPLEMENTAL INDENTURE
  TO BE CONSTRUED AS A PART OF THE INDENTURE

  	
  3

  
	
  Section 3.03

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Trust Indenture Act to
  Control

  	
  3

  
	
  (b)

  	
  Severability of
  Provisions Contained in Supplemental Indenture and Notes

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 3.04

  	
  REFERENCE TO EITHER
  PARTY IN SUPPLEMENTAL INDENTURE INCLUDED SUCCESSORS OR ASSIGNS

  	
  3

  
	
  Section 3.05

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Provision for Execution
  in Counterparts

  	
  4

  
	
  (b)

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

  	
  4

  



 


i

















 


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


 


WITNESSETH:


 


WHEREAS, the Company has heretofore executed and delivered its
Junior Subordinated Indenture (hereinafter referred to as the “Indenture”),
dated as of January 1, 2008; and


 


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


 


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


 


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


 


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


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE

RELATION TO INDENTURE; DEFINITIONS


 


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


 

















 


SECTION 1.02


 


For
all purposes of this Supplemental Indenture:


 


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


 


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


 


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


 


ARTICLE TWO


     % JUNIOR SUBORDINATED NOTES, SERIES DUE


 


SECTION 2.01  There shall be
a series of Securities designated the “        %
Junior Subordinated Notes, Series due        ”
(the “Notes due    ”). 
The Notes due     shall be limited to $              aggregate
principal amount except as provided in Section 2.08 hereof.


 


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


 


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


 


The
Notes due      shall bear interest at the rate of        .


 


The
term “Interest Period” shall mean each period from, and including, an Interest
Payment Date to, but excluding, the next succeeding Interest Payment Date,
except that the first Interest Period shall commence on the date of original
issuance of the Notes due       .


 


The
amount of interest payable for any Interest Period shall be computed on the
basis of a 360-day year consisting of twelve 30-day months (and for any period
shorter than a full semi-annual period, on the basis of the actual number of
days elapsed during such period using 30-day calendar months).  If an Interest Payment Date[or a Redemption
Date (as defined below)] falls on a day that is not a Business Day, the payment
of interest and principal shall be made on the next succeeding Business Day,
and no interest on such payment shall accrue for the period from and after the
Interest Payment Date[or Redemption Date, as applicable].


 


Principal
and interest shall be payable to the persons and in the manner provided in
Sections 2.4 and 2.12 of the Indenture.


 


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


 


2

















 


SECTION 2.05  [Insert
redemption provisions, if applicable]


 


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


 


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


 


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


 


SECTION 2.08  The Notes due      may
be reopened and additional notes of the Notes due     may
be issued in excess of the limitation set forth in Section 2.01, provided
that such additional notes will contain the same terms (including the maturity
date and interest payment terms) as the other Notes due   .  Any such additional Notes due     ,
together with the other Notes due    , shall constitute a
single series for purposes of the Indenture.


 


SECTION 2.09  [Insert
restrictions during optional interest deferral period, if applicable]


 


SECTION 2.10 
Notwithstanding anything to the contrary in the Indenture, in no event
will the occurrence or continuation of an event described in Section 7.1(a)(3) of
the Indenture constitute an Event of Default.


 


ARTICLE THREE

MISCELLANEOUS


 


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


 


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


 


SECTION 3.03


 


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


 


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


 


SECTION 3.04  Whenever in
this Supplemental Indenture either of the parties hereto is named or referred
to, this shall be deemed to include the successors or assigns of such party,
and all the covenants and agreements in this Supplemental Indenture contained
by or on behalf of the


 


3

















 


Company or by or on behalf of the Trustee shall bind
and inure to the benefit of the respective successors and assigns of such
parties, whether so expressed or not.


 


SECTION 3.05


 


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


 


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


 


[Signature
Page Follows]


 


4

















 


IN
WITNESS WHEREOF, XCEL ENERGY INC. has caused this Supplemental Indenture to be
signed by its President or a Vice President, and attested by its Secretary or
an Assistant Secretary and Wells Fargo Bank, National Association, has caused
this Supplemental Indenture to be signed by its President, Vice President,
Assistant Vice President or authorized Corporate Trust Officer, and attested by
an authorized officer, this       day of      .


 


 


	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ATTEST:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


5














 


EXHIBIT A


 


FORM OF GLOBAL
SECURITY


 


          %
JUNIOR SUBORDINATED NOTES, SERIES DUE


 


	
  REGISTERED

  	
   

  	
  REGISTERED

  



 


THIS
SECURITY IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE DEPOSITORY
(REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS
GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY
TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.  UNLESS THIS GLOBAL SECURITY
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.


 


XCEL ENERGY INC.

(Incorporated under the laws of the State of Minnesota)


 


          %
JUNIOR SUBORDINATED NOTES, SERIES DUE


 


	
  CUSIP:

  	
   

  	
  NUMBER:

  
	
   

  	
   

  	
   

  
	
  ORIGINAL
  ISSUE DATE(S):

  	
   

  	
  PRINCIPAL
  AMOUNT(S): $

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MATURITY
  DATE:

  



 


XCEL
ENERGY INC., a corporation of the State of Minnesota (the “Company”), for value
received hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of          DOLLARS
on the Maturity Date set forth above (the “Stated Maturity”), and to pay
interest thereon from the Original Issue Date (or if this Global Security has two
or more Original Issue Dates, interest shall, beginning on each such Original
Issue Date, begin to accrue for that part of the principal amount to which that
Original Issue Date is applicable) set forth above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, as
set forth below.  The Securities of this Series (as
defined below) shall bear interest at the rate of


 


A-1

















 


The
term “Interest Period” shall mean each period from, and including, an Interest
Payment Date to, but excluding, the next succeeding Interest Payment Date,
except that the first Interest Period shall commence on the date of original
issuance of the Securities of this Series.


 


[The
amount of interest payable for any semi-annual Interest Period shall be
computed on the basis of a 360-day year consisting of twelve 30-day months (and
for any period shorter than a full semi-annual period, on the basis of the
actual number of days elapsed during such period using 30-day calendar
months).  If an Interest Payment Date or
a Redemption Date (as defined below) falls on a day that is not a Business Day,
the payment of interest and principal shall be made on the next succeeding
Business Day, and no interest on such payment shall accrue for the period from
and after the Interest Payment Date or Redemption Date, as applicable.]


 


[Insert
optional interest deferral provisions, if applicable]


 


Principal
and interest shall be payable to the persons and in the manner provided in
Sections 2.4 and 2.12 of the Indenture (as defined below).


 


This
Global Security is a global security in respect of a duly authorized issue of
Junior Subordinated Notes, Series due       (the “Securities
of this Series,” which term includes any Global Securities representing such
Securities) of the Company issued and to be issued under a Junior Subordinated
Indenture dated as of        between
the Company and Wells Fargo Bank, National Association as trustee (herein
called the “Trustee”, which term includes any successor Trustee under the
Indenture) and indentures supplemental thereto (collectively, the “Indenture”).  Under the Indenture, one or more series of
Securities may be issued and, as used herein, the term “Securities” refers to
the Securities of this Series and any other outstanding series of
Securities.  The indebtedness of the
Company evidenced by this Global Security, including the principal hereof and
interest hereon, is, to the extent and in the manner set forth in the
Indenture, subordinate and junior in right of payment to the Company’s
obligations to holders of Senior Indebtedness of the Company and each Holder of
this Global Security, by acceptance hereof, agrees to and shall be bound by
such provisions of the Indenture and all other provisions of the
Indenture.  Reference is hereby made to
the Indenture for a more complete statement of the respective rights,
limitations of rights, duties and immunities under the Indenture of the
Company, the Trustee and the Securityholders and of the terms upon which the
Securities of this Series are and are to be authenticated and
delivered.  This Global Security has been
issued in respect of the series designated on the first page hereof.


 


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


 


[Insert
redemption provisions, if applicable]


 


[Notice
of redemption will be given by mail to Holders of Securities of this Series not
less than 30 or more than 60 days prior to the date fixed for redemption, all
as provided in the Indenture.  In the
event of redemption of this Global Security in part only, a new Global Security



 


A-2

















 


or Securities of like tenor and series for the
unredeemed portion hereof will be issued in the name of the Securityholder
hereof upon the surrender hereof.]


 


[Insert
restrictions during optional interest deferral period, if applicable]


 


The
Company, at its option, and subject to the terms and conditions provided in the
Indenture, will be discharged from any and all obligations in respect of the
Securities of this Series (except for certain obligations including
obligations to register the transfer or exchange of Securities, replace stolen,
lost or mutilated Securities, maintain paying agencies and hold monies for
payment in trust, all as set forth in the Indenture) if the Company deposits
with the Trustee money, U.S. Government Obligations which through the payment
of interest thereon and principal thereof in accordance with their terms will
provide money, or a combination of money and U.S. Government Obligations, in
any event in an amount sufficient, without reinvestment, to pay all the
principal of and any premium and interest on the Securities on the dates such
payments are due in accordance with the terms of the Securities of this Series.


 


If an
Event of Default with respect to the Securities of this Series shall occur
and be continuing, the principal of the Securities of this Series may be
declared due and payable in the manner and with the effect provided in the
Indenture; provided, however, that notwithstanding anything to the contrary in
the Indenture, in no event will the occurrence or continuation of an event
described in 7.1(a)(3) of the Indenture constitute an Event of Default
with respect to the Securities of this Series.


 


The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modifications of the rights and obligations of the Company and
the rights of the Securityholders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the outstanding Securities.  Any such consent or waiver by the Holder of
this Global Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Global Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu thereof
whether or not notation of such consent or waiver is made upon the Security.


 


No
reference herein to the Indenture and to provisions of this Global Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Global Security at the times, places and rates and the coin or
currency prescribed in the Indenture.


 


As
provided in the Indenture and subject to certain limitations therein set forth,
this Global Security may be transferred only as permitted by the legend hereto.


 


If at
any time the Depository for this Global Security notifies the Company that it
is unwilling or unable to continue as Depository for this Global Security or if
at any time the Depository for this Global Security shall no longer be eligible
or in good standing under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation, the Company shall appoint a successor
Depository with respect to this Global Security.  If a successor Depository for this Global
Security is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company’s 


 


A-3

















 


election to issue this Security in global form shall
no longer be effective with respect to this Global Security and the Company
will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Securities of this Series in
exchange for this Global Security, will authenticate and deliver individual
Securities of this Series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of this Global
Security.


 


The
Company may at any time and in its sole discretion determine that all
Securities of this Series (but not less than all) issued or issuable in
the form of one or more Global Securities shall no longer be represented by
such Global Security or Securities.  In
such event, the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Securities of
this Series in exchange for such Global Security, shall authenticate and
deliver, individual Securities of this Series of like tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such Global Security or Securities in exchange for such Global Security or
Securities.


 


Under
certain circumstances specified in the Indenture, the Depository may be
required to surrender any two or more Global Securities which have identical
terms (but which may have differing Original Issue Dates) to the Trustee, and
the Company shall execute and the Trustee shall authenticate and deliver to, or
at the direction of, the Depository a Global Security in principal amount equal
to the aggregate principal amount of, and with all terms identical to, the
Global Securities surrendered thereto and that shall indicate all Original
Issue Dates and the principal amount applicable to each such Original Issue
Date.


 


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


 


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


 


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


 


A-4

















 


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


 


	
  Dated:

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION, as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  



 


A-5

















 


ABBREVIATIONS


 


The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN COM—as tenants in
  common

  	
  UNIF

  	
   

  
	
   

  	
  GIFT

  	
   

  
	
   

  	
  MIN

  	
   

  
	
   

  	
  ACT—

  	
   

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
   

  	
  (Cust)

  	
   

  	
   

  	
   

  	
  (Minor)

  



 


	
  TEN ENT—as tenants by
  the entireties

  	
   

  	
  Under Uniform Gifts to Minors

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN—as joint
  tenants with right of

  survivorship and not as tenants in common

  	
   

  	
  State

  



 


Additional
abbreviations may also be used


 


though not in the
above list.


 


FOR VALUE RECEIVED
the undersigned hereby sell(s),

assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


	
   

  
	
   

  
	
   

  



 


Please print or
typewrite name and address including postal zip code of assignee


	
   

  	
   

  	
   

  
	
  the within security and
  all rights thereunder, hereby irrevocably constituting and appointing
  attorney to transfer said security on the books of the Company, with full
  power of substitution in the premises.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE: The signature
  to this assignment must correspond with the name as written upon the face of
  the within instrument in every particular, without alteration or enlargement
  or any change whatever.

  



 


A-6