Exhibit
4.01


 


SUPPLEMENTAL
INDENTURE NO. 5


 


FROM


 


XCEL ENERGY INC.


(a
Minnesota corporation)


 


TO


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


Trustee


 






 


DATED AS OF


May 1, 2010


 


SUPPLEMENTAL TO INDENTURE


DATED AS OF DECEMBER 1, 2000


 

















 


TABLE OF
CONTENTS


 


	
  Parties

  	
   

  	
   

  	
  1

  
	
  Recitals

  	
   

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  
	
  RELATION TO INDENTURE; DEFINITIONS

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.01

  	
  Integral
  Part of Indenture

  	
  2

  
	
  SECTION 1.02

  	
  (a)

  	
  Definitions

  	
  2

  
	
   

  	
  (b)

  	
  References
  to Articles and Sections

  	
  2

  
	
   

  	
  (c)

  	
  Terms
  Referring to this Supplemental Indenture

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  
	
  4.70% SENIOR NOTES, SERIES DUE MAY 15, 2020

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01

  	
  Designation
  and Principal Amount

  	
  2

  
	
  SECTION 2.02

  	
  Stated
  Maturity Date

  	
  2

  
	
  SECTION 2.03

  	
  Interest
  Payment Dates

  	
  2

  
	
  SECTION 2.04

  	
  Office
  for Payment

  	
  2

  
	
  SECTION 2.05

  	
  Redemption
  Provisions

  	
  2

  
	
  SECTION 2.06

  	
  Authorized
  Denominations

  	
  4

  
	
  SECTION 2.07

  	
  Form of
  4.70% Senior Notes, Series due May 15, 2020

  	
  4

  
	
  SECTION 2.08

  	
  Reopening
  of Notes

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.01

  	
  Recitals
  of fact, except as stated, are statements of the Company

  	
  4

  
	
  SECTION 3.02

  	
  Supplemental
  Indenture to be construed as a part of the Indenture

  	
  4

  
	
  SECTION 3.03

  	
  (a)

  	
  Trust
  Indenture Act to control

  	
  4

  
	
   

  	
  (b)

  	
  Severability
  of provisions contained in Supplemental Indenture and Notes

  	
  4

  
	
  SECTION 3.04

  	
  Reference
  to either party in Supplemental Indenture include successors or assigns

  	
  4

  
	
  SECTION 3.05

  	
  (a)

  	
  Provision
  for execution in counterparts

  	
  5

  
	
   

  	
  (b)

  	
  Table
  of Contents and descriptive headings of Articles not to affect meaning

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A
  – Form of 4.70%  Senior
  Notes, Series due May 15, 2020

  	
   

  



 


i

















 


SUPPLEMENTAL
INDENTURE No. 5, made as of the 1st day of May,
2010, 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 Indenture
(hereinafter referred to as the “Indenture”), made as of December 1, 2000;
and


 


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


 


WHEREAS, the Company has this day delivered a Company Order setting forth the
terms of a series of Securities designated “4.70%
Senior Notes, Series due May 15, 2020” (hereinafter sometimes
referred to as the “Notes due 2020”); 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. 5
(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 2020
are, and are to be, authenticated, issued and delivered, and in consideration
of the premises of the purchase and acceptance of the Notes due 2020 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 2020, as follows:


 


1

















 


ARTICLE
ONE


RELATION
TO INDENTURE; DEFINITIONS


 


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


 


SECTION 1.02.                For
all purposes of this Supplemental Indenture:


 


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


 


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


 


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


 


ARTICLE
TWO


4.70% SENIOR NOTES, SERIES DUE MAY 15, 2020


 


SECTION 2.01.                There
shall be a series of Securities designated the “4.70%
Senior Notes, Series due May 15, 2020” (the “Notes due 2020”). The Notes due 2020 shall be limited to $550,000,000 aggregate principal amount
except as provided in Section 2.08.


 


SECTION 2.02.                Except
as otherwise provided in Section 2.05 hereof, the principal amount of the
Notes due 2020 shall be payable on the
stated maturity date of May 15, 2020.


 


SECTION 2.03.                The
Notes due 2020 shall be dated their date
of authentication as provided in the Indenture and shall bear interest from
their date at the rate of 4.70% per
annum, payable semi-annually on May 15
and November 15 of each year, commencing November 15,
2010. The Regular Record Dates with respect to such May 15 and November 15 interest
payment dates shall be May 1 and November 1,
respectively. Principal and interest shall be payable to the persons and in the
manner provided in Sections 2.4 and 2.12 of the Indenture.


 


SECTION 2.04.                The
Notes due 2020 shall be payable at the
corporate trust office of the Trustee and at the offices of such paying agents
as the Company may appoint by Company Order in the future.


 


SECTION 2.05.                At
any time prior to November 15, 2019, the Company may redeem the Notes due 2020, in whole or in part, at a redemption
price equal to the greater of (i) 100% of the principal amount of such
Notes due 2020 being redeemed or (ii) the
sum of the present values of the remaining
scheduled payments of principal and interest on the notes being redeemed (excluding the
portion of any such interest accrued to the date fixed for redemption), discounted to the date fixed for redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Yield (as defined below) plus 20 basis points, plus, in each
case, accrued and unpaid interest 


 


2

















 


thereon to but excluding the
date of redemption.  At any time
on or after November 15, 2019, the Company may redeem the Notes due 2020, in whole or in part, at 100% of the
principal amount being redeemed plus accrued and unpaid interest thereon to but
excluding the date of redemption.


 


“Comparable
Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term of the
Notes due 2020
that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
notes.


 


“Comparable
Treasury Price” means (i) the average of the Reference Treasury Dealer
Quotations for such date fixed for redemption, after excluding the highest and
lowest Reference Treasury Dealer Quotations for such date fixed for redemption,
or (ii) if the Company obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.


 


“Independent
Investment Banker” means each of Barclays Capital Inc., Morgan Stanley &
Co. Incorporated or UBS Securities LLC or their respective successors or, if
such firms or their successors are unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Company.


 


“Reference
Treasury Dealer” means (i) each of Barclays Capital Inc., Morgan Stanley &
Co. Incorporated or UBS Securities LLC and any other primary U.S. Government
securities dealer in the United States (a “Primary Treasury Dealer”),
designated by, and not affiliated with, Barclays Capital Inc., Morgan Stanley &
Co. Incorporated or UBS Securities LLC and their respective successors,
provided, however, that if Barclays Capital Inc., Morgan Stanley & Co.
Incorporated or UBS Securities LLC or any of their respective designees ceases
to be a Primary Treasury Dealer, the Company shall appoint another Primary
Treasury Dealer as a substitute and (ii) any other Primary Treasury Dealer
selected by the Company after consultation with an Independent Investment
Banker.


 


“Reference
Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any
date fixed for redemption, the average, as determined by an Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to an Independent Investment Banker by such Reference Treasury
Dealer at 5:00 p.m., Eastern time, on the third business day preceding
such date fixed for redemption.


 


“Treasury Yield”
means, with respect to any date fixed for redemption, (i) the yield, under
the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on
actively traded U.S. Treasury securities adjusted to constant maturity under
the caption “Treasury Constant Maturities,” 


 


3

















 


for the maturity corresponding to the Comparable Treasury Issue (if no
maturity is within three months before or after the remaining term, yields for
the two published maturities most closely corresponding to the Comparable
Treasury Issue will be determined and the Treasury Yield will be interpolated
or extrapolated from such yields on a straight line basis, rounding to the
nearest month); or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such date fixed for redemption.  The Treasury Yield will be calculated on the
third business day preceding the date fixed for redemption.


 


The Notes due 2020  shall
not be subject to any sinking fund.


 


SECTION 2.06.                The
Notes due 2020 shall be issued in fully
registered form without coupons in denominations of $1,000 and integral
multiples thereof.


 


SECTION 2.07.                The
Notes due 2020 shall initially be in the
form attached as Exhibit A hereto.


 


SECTION 2.08                 The
Notes due 2020 may be reopened and additional notes of the Notes due 2020 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 stated
maturity date and interest rate) as the other Notes due 2020, except for the
price to public and issue date. Any such additional Notes due 2020, together
with the other Notes due 2020, shall constitute a single series for purposes of
the Indenture.


 


ARTICLE THREE


MISCELLANEOUS


 


SECTION 3.01.                The
recitals of fact herein and in the Notes due 2020
(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 issued hereunder
should be invalid, illegal, or unenforceable in any respect, the validity,
legality and enforceability of the 


 


4

















 


remaining provisions contained herein and therein shall not in any way
be affected, impaired, prejudiced or disturbed thereby.


 


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


 


SECTION 3.05.


 


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


 


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


 


5

















 


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, as of this 1st day of May,
2010.


 


 


	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George E. Tyson II

  
	
   

  	
  Name:

  	
  George E. Tyson II

  
	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ATTEST:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrice D. Blaeser

  
	
   

  	
  Name:

  	
  Patrice D. Blaeser

  
	
   

  	
  Title:

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
  NATIONAL ASSOCIATION,
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin Reed

  
	
   

  	
  Name:

  	
  Martin Reed

  
	
   

  	
  Title:

  	
  Vice President

  



 


[Signature Page to the Supplemental Indenture No. 5]


 
















 


EXHIBIT
A


FORM OF


4.70% SENIOR NOTES, SERIES DUE MAY 15,
2020


 


REGISTERED


 


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


 


XCEL
ENERGY INC.


(Incorporated
under the laws of the State of Minnesota)


4.70% SENIOR NOTE, SERIES DUE MAY 15,
2020


 


	
  CUSIP:  98389BAM2

  	
   

  	
  NUMBER:

  
	
   

  	
   

  	
   

  
	
  ORIGINAL ISSUE DATE(S):

  	
   

  	
  PRINCIPAL AMOUNT(S):

  
	
  May 13,
  2010

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  INTEREST RATE:  4.70%

  	
   

  	
  MATURITY DATE: May 15, 2020

  



 


XCEL
ENERGY INC., a corporation of the State of Minnesota (the “Company”), for value
received hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of               
DOLLARS on the Maturity Date set forth above, and to pay interest thereon from
the Original Issue Date (or if this Global Security has two or more Original
Issue Dates, interest shall, beginning on each such Original Issue Date, begin
to accrue for that part of the principal amount to which that Original Issue
Date is applicable) set forth above or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually in
arrears on the on May 15 and November 15
in each year, commencing November 15, 2010, at the per annum Interest Rate
set forth above, until the principal hereof is paid or made 


 


A-1

















 


available for payment. No interest shall accrue on the
Maturity Date, so long as the principal amount of this Global Security is paid
on the Maturity Date. The interest so payable and punctually paid or duly
provided for on any such Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date for such interest, which shall be
the May 1 or November 1, as the
case may be, next preceding such Interest Payment Date; provided, that the
first Interest Payment Date for any part of this Note, the Original Issue Date
of which is after a Regular Record Date but prior to the applicable Interest
Payment Date, shall be the Interest Payment Date following the next succeeding
Regular Record Date; and provided, that interest payable on the Maturity Date
set forth above or, if applicable, upon redemption or acceleration, shall be
payable to the Person to whom principal shall be payable. Except as otherwise
provided in the Indenture (as defined below), any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and shall be paid to the Person in whose name
this Note is registered at the close of business on a Special Record Date for
the payment of such defaulted interest to be fixed by the Trustee, notice
whereof shall be given to Securityholders not more than fifteen days or fewer
than ten days prior to such Special Record Date. On or before Noon, New York
City time, or such other time as shall be agreed upon between the Trustee and
the Depository, of the day on which such payment of interest is due on this
Global Security (other than maturity), the Trustee shall pay to the Depository
such interest in same day funds. On or before 11:30 a.m., New York City
time, or such other time as shall be agreed upon between the Trustee and the
Depository, of the day on which principal, interest payable at maturity and premium,
if any, is due on this Global Security and following receipt of the necessary
funds from the Company, the Trustee shall deposit with the Depository the
amount equal to the principal, interest payable at maturity and premium, if
any, by wire transfer into the account specified by the Depository. As a
condition to the payment, on the Maturity Date or upon redemption or
acceleration, of any part of the principal and applicable premium of this
Global Security, the Depository shall surrender, or cause to be surrendered,
this Global Security to the Trustee, whereupon a new Global Security shall be
issued to the Depository.


 


This
Global Security is a global security in respect of a duly authorized issue of
Senior Notes, Series due May 15, 2020 (the “Notes of this Series,”
which term includes any Global Securities representing such Notes) of the
Company issued and to be issued under an Indenture dated as of December 1,
2000 between the Company and Wells Fargo Bank, National Association, as trustee
(herein called the “Trustee,” which term includes any successor Trustee under
the Indenture) and indentures supplemental thereto (collectively, the “Indenture”).
Under the Indenture, one or more series of Securities may be issued and, as
used herein, the term “Securities” refers to the Notes of this Series and
any other outstanding series of Securities. Reference is hereby made to the
Indenture for a more complete statement of the respective rights, limitations
of rights, duties and immunities under the Indenture of the Company, the
Trustee and the Securityholders and of the terms upon which the Securities are
and are to be authenticated and delivered. This Global Security has been issued
in respect of the series designated on the first page hereof.


 


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


 


A-2

















 


Original Issue Date or Dates of such transferred,
exchanged or substituted Security or Global Security, as the case may be.


 


At any
time prior to November 15, 2019, the Company may redeem the Notes of this
Series, in whole or in part, at a redemption price equal to the greater of (i) 100%
of the principal amount of such Notes of this Series being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on
the notes being redeemed (excluding the portion of any such interest accrued
to the date fixed for redemption), discounted to
the date fixed for redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Yield (as defined below)
plus 20 basis points, plus, in each case, accrued and unpaid interest thereon
to but excluding the date of redemption. 
At any time on or after November 15, 2019, the Company may redeem
the Notes of this Series,
in whole or in part, at 100% of the principal amount being redeemed plus
accrued and unpaid interest thereon to but excluding the date of redemption.


 


“Comparable Treasury Issue” means the U.S. Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes of this Series that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such notes.


 


“Comparable Treasury Price” means (i) the average
of the Reference Treasury Dealer Quotations for such date fixed for redemption,
after excluding the highest and lowest Reference Treasury Dealer Quotations for
such date fixed for redemption, or (ii) if the Company obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
Reference Treasury Dealer Quotations.


 


“Independent Investment Banker” means each of Barclays
Capital Inc., Morgan Stanley & Co. Incorporated or UBS Securities LLC
or their respective successors or, if such firms or their successors are
unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by the Company.


 


“Reference Treasury Dealer” means (i) each of
Barclays Capital Inc., Morgan Stanley & Co. Incorporated or UBS
Securities LLC and any other primary U.S. Government securities dealer in the
United States (a “Primary Treasury Dealer”), designated by, and not affiliated
with, Barclays Capital Inc., Morgan Stanley & Co. Incorporated or UBS
Securities LLC and their respective successors, provided, however, that if
Barclays Capital Inc., Morgan Stanley & Co. Incorporated or UBS
Securities LLC or any of their respective designees ceases to be a Primary
Treasury Dealer, the Company shall appoint another Primary Treasury Dealer as a
substitute and (ii) any other Primary Treasury Dealer selected by the
Company after consultation with an Independent Investment Banker.


 


“Reference Treasury Dealer Quotations” means, for each
Reference Treasury Dealer and any date fixed for redemption, the average, as
determined by an Independent Investment Banker, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to an Independent Investment Banker by 


 


A-3

















 


such Reference Treasury Dealer at 5:00 p.m.,
Eastern time, on the third business day preceding such date fixed for
redemption.


 


“Treasury Yield” means, with respect to any date fixed
for redemption, (i) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded U.S. Treasury
securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue
(if no maturity is within three months before or after the remaining term,
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue will be determined and the Treasury Yield will be
interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month); or (ii) if such release (or any successor
release) is not published during the week preceding the calculation date or
does not contain such yields, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such date fixed
for redemption.  The Treasury Yield will
be calculated on the third business day preceding the date fixed for redemption.


 


Notice
of redemption will be given by mail to Holders of Notes of this Series not
less than 30 or more than 60 days prior to the date fixed for redemption, all
as provided in the Indenture. In the event of redemption of this Global
Security in part only, a new Global Security or Securities of like tenor and
series for the unredeemed portion hereof will be issued in the name of the
Securityholder hereof upon the surrender hereof.


 


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


 


The
Company, at its option, and subject to the terms and conditions provided in the
Indenture, will be discharged from any and all obligations in respect of the
Securities (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.


 


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


 


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


 


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


 


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


 


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


 


If at
any time the Depository for this Global Security notifies the Company that it
is unwilling or unable to continue as Depository for this Global Security or if
at any time the Depository for this Global Security shall no longer be eligible
or in good standing under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation, the Company shall appoint a successor
Depository with respect to this Global Security. If a successor Depository for
this Global Security is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the
Company’s election to issue this Note in global form shall no longer be
effective with respect to this Global Security and the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of individual Notes of this Series in exchange for this Global
Security, will authenticate and deliver individual Notes of this Series of
like tenor and terms in definitive form in an aggregate principal amount equal
to the principal amount of this Global Security.


 


The
Company may at any time and in its sole discretion determine that all Notes of
this Series (but not less than all) issued or issuable in the form of one
or more Global Securities shall 


 


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no longer be represented by such Global Security or
Securities. In such event, the Company shall execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of individual
Notes of this Series in exchange for such Global Security, shall
authenticate and deliver, individual Notes of this Series of like tenor
and terms in definitive form in an aggregate principal amount equal to the
principal amount of such Global Security or Securities in exchange for such
Global Security or Securities.


 


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


 


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


 


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.


 


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


 


	
  Dated:  May    ,
  2010

  	
   

  
	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ATTEST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


TRUSTEE’S CERTIFICATE


OF AUTHENTICATION


 


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


 


 


	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


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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.


 


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