Exhibit
4.01


 


 


 


SUPPLEMENTAL
INDENTURE NO. 4


FROM


XCEL
ENERGY INC.

(A MINNESOTA CORPORATION)


TO


WELLS
FARGO BANK,

NATIONAL ASSOCIATION TRUSTEE








DATED AS OF


MARCH
30, 2007


SUPPLEMENTAL
TO INDENTURE

DATED AS OF DECEMBER 1, 2000


 
















SUPPLEMENTAL INDENTURE No. 4, made as of the 30th day of March, 2007, 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 two new series of Securities designated “5.613% Senior
Notes, Series A due 2017” (hereinafter sometimes referred to as the “Series A
Notes due 2017” or the “Initial Notes”) and “5.613% Senior Notes, Series B
due 2017” (hereinafter sometimes referred to as the “Series B Notes due
2017” or the “Exchange Notes”); and


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


WHEREAS, the execution and delivery of this
Supplemental Indenture No. 4 (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 Series A Notes due 2017 and the Series B Notes due
2017 are, and are to be, authenticated, issued and delivered, and in
consideration of the premises of the purchase and acceptance of the
Series A Notes due 2017 and the Series B Notes due 2017 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
Series A Notes due 2017 and the Series B Notes due 2017, 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; and


(d)           For all purposes of this Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires, the following terms shall have the following respective
meanings:


“Dealer Managers Agreement” means the Dealer Managers
Agreement dated as of February 28, 2007 among the Company and the Dealer
Managers.


“Dealer Managers” has the meaning set forth in the
Dealer Managers Agreement.


“Exchange Notes” means the Series B Notes due
2017 to be issued under the Indenture and this Supplemental Indenture in
exchange for the Initial Notes pursuant to the Exchange Offer.


“Exchange Offer” means the offer by the Company,
pursuant to an effective registration statement filed with the Securities and
Exchange Commission, to exchange all of the Series B Notes due 2017 for
all of the outstanding Series A Notes due 2017 in accordance with the
terms and provisions of the Registration Rights Agreement.


“Exchange Offer Consummation Date” means the date on
which the Exchange Offer is consummated in accordance with the terms and
provisions of the Registration Rights Agreement.


“Initial Notes” means the Series A Notes due 2017
being issued by the Company under the Indenture and this Supplemental
Indenture.


“Registration Rights Agreement” means the Registration
Rights Agreement dated as of March 30, 2007 among the Company and the
Dealer Managers.


ARTICLE
TWO

5.613% SENIOR NOTES, SERIES A DUE 2017

AND 5.613% SENIOR NOTES, SERIES B DUE 2017


SECTION 2.01. 
There are hereby created two series of
securities designated: (i) 5.613% Senior Notes, Series A due 2017, in
the aggregate principal amount which at any time may not exceed $253,979,000
except as provided in Section 2.04 and (ii) 5.613% Senior Notes,
Series B due 2017, in the aggregate principal amount which at any time may
not exceed $253,979,000 less the aggregate principal amount of Series A
Notes due 2017 then outstanding, except as provided in Section 2.04.



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The Series A Notes due 2017 may forthwith be
executed by the Company substantially in the form set forth in Exhibit A
hereto and delivered to the Trustee for authentication and delivery by the
Trustee in accordance with the provisions of the Indenture and this
Supplemental Indenture.  On or prior to
the Exchange Offer Consummation Date, the Company may execute and deliver to
the Trustee, and upon delivery of a request from the Company to the Trustee in
accordance with the provisions of Section 2.5 of the Indenture, the
Trustee shall authenticate and deliver, the Series B Notes due 2017
substantially in the form set forth in Exhibit A hereto, in exchange for a
like principal amount of Series A Notes due 2017 validly surrendered to
the Company and/or the Trustee, as applicable, pursuant to the Exchange Offer
and in accordance with the Registration Rights Agreement.  Such request from the Company shall specify
the amount of the Series B Notes due 2017 to be authenticated and delivered
and the date on which such Series B Notes due 2017 are to be authenticated
and delivered.  The aggregate principal
amount of the Series A Notes due 2017 together with the Series B
Notes due 2017 outstanding at any time may not exceed $253,979,000, except as
provided in Section 2.04.


SECTION 2.02. 
Except as otherwise provided in Sections 2.03
and 2.06 hereof, the principal amount of the Series A Notes due 2017 and
Series B Notes due 2017 shall be payable on the stated maturity date of
April 1, 2017.


SECTION 2.03.


(a)           The Series A Notes due 2017
shall be dated their date of authentication as provided in the Indenture and
shall bear interest from their date at the rate of 5.613% per annum, payable
semi-annually on April 1 and October 1 of each year, commencing
October 1, 2007.  The Regular Record
Dates with respect to such April 1 and October 1 interest payment
dates shall be March 15 and September 15, 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.


(b)           The Series B Notes due 2017
shall be dated the date of authentication of the Series A Notes due 2017
that were exchanged for said Series B Notes due 2017 as provided in the
Indenture and shall bear interest from the last interest payment date to which
interest has been paid on the Series A Notes due 2017 that were exchanged
for said Series B Notes due 2017 at the rate of 5.613% per annum, payable
semi-annually on April 1 and October 1 of each year.  The Regular Record Dates with respect to such
April 1 and October 1 interest payment dates shall be March 15
and September 15, 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.


(c)           Any Initial Notes which are presented
to the Company and/or the Trustee for exchange pursuant to an Exchange Offer in
accordance with the terms thereof shall be exchanged for Exchange Notes of
equal principal amount upon surrender to the Company and/or the Trustee of the
Initial Notes to be exchanged; provided, however, that the Initial Notes so
surrendered for exchange shall be duly endorsed and accompanied by a letter of
transmittal or written instrument of transfer in form satisfactory to the
Company, duly executed by the Holder thereof or its attorney who shall be duly
authorized in writing to execute such document. 
Whenever any Initial Notes are so surrendered for exchange, the 



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Company shall
execute, and the Trustee shall authenticate and deliver to and in the name of
each Holder that has properly tendered its Initial Notes for exchange, the same
aggregate principal amount of Exchange Notes as the Initial Notes that have
been so surrendered and such Initial Notes shall be retired.


SECTION 2.04.


(a)           The Company shall be entitled to
issue additional notes (“Additional Notes”) under this Supplemental Indenture
which shall have identical terms as the Series A Notes due 2017 issued on the
date hereof, other than with respect to the date of issuance, issue price, the
date from which interest begins to accrue and rights under a related
registration rights agreement, if any. 
The Series A Notes due 2017 issued on the date hereof, any Additional
Notes and all Exchange Notes issued in exchange therefor shall be treated as a
single class for all purposes under this Supplemental Indenture and the
Indenture, including without limitation, directions, waivers, consents and
redemptions.


(b)           With respect to any Additional Notes,
the Company shall set forth in a Company Order which shall be delivered to the
Trustee, the information required by Section 2.5(c) of the Indenture including,
but not limited to, the following information:


(i)            the aggregate principal amount of
such Additional Notes to be authenticated and delivered pursuant to this
Supplemental Indenture and the Indenture;


(ii)           the issue price, the issue date and
the CUSIP number of such Additional Notes; and


(iii)          whether such Additional Notes shall be
subject to the restrictions on transfer set forth herein.


SECTION 2.05. 
The Series A Notes due 2017 and
Series B Notes due 2017 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 2.06.


The Company may redeem the Series A Notes due
2017 and/or the Series B Notes due 2017 at any time, in whole or in part,
at a redemption price equal to the greater of (1) the principal amount of
such notes being redeemed or (2) the sum of the present values of the
remaining scheduled payments of principal and interest (excluding accrued
interest) on the notes being redeemed, discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Yield plus 15 basis points, plus, in each case, accrued
interest to the redemption date fixed for redemption.


“Treasury Yield” means, for any redemption date,
(1) 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 



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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 (2) 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 semiannual 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 redemption date. The
Treasury Yield will be calculated on the third business day preceding the date
fixed for redemption.


“Comparable Treasury Issue” means the United States
Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Series A Notes due 2017
or Series B Notes due 2017, as the case may be, 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 the Series A Notes due 2017 or Series B Notes due
2017, as the case may be.


“Comparable Treasury Price” means, (1) the
average of the Reference Treasury Dealer Quotations for the redemption date,
after excluding the highest and lowest Reference Treasury Dealer Quotations for
the redemption date, or (2) if the Trustee obtains fewer than four
Reference Treasury Dealer Quotations, the average of all of the quotations.


“Independent Investment Banker” means Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Greenwich Capital Markets, Inc. or
Lazard Capital Markets 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 Trustee after consultation with the Company.


“Reference Treasury Dealer” means (1) Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Greenwich Capital Markets, Inc.
and Lazard Capital Markets LLC and two other primary U.S. Government securities
dealers in New York City (a “Primary Treasury Dealer”) designated by, and not
affiliated with, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Greenwich Capital Markets, Inc. and Lazard Capital Markets LLC and their
respective successors, provided, however, that if Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Greenwich Capital Markets, Inc. and Lazard Capital
Markets LLC or any of its designees ceases to be a Primary Treasury Dealer, the
Company will appoint another Primary Treasury Dealer as a substitute and
(2) any other Primary Treasury Dealer selected by the Company after
consultation with the Independent Investment Banker.


“Reference
Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any
redemption date, the average, as determined by the 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 the Independent Investment Banker by the 



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Reference Treasury Dealer at 3:30 p.m. on the third
Business Day preceding the date fixed for redemption.


The Series A Notes due 2017 and Series B
Notes due 2017 shall not be subject to any sinking fund.


SECTION
2.07.


(a)           The
Series A Notes due 2017 and Series B Notes due 2017 shall be issued
in fully registered form without coupons in denominations of $1,000 and
integral multiples thereof.


(b)           The
Series A Notes due 2017 (1) if issued to “qualified institutional buyers” (each
a “QIB”), as defined in Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), in reliance on Rule 144A under the Securities Act shall
be issued in the form of one or more Rule 144A global notes or (2) if issued in
offshore transactions to non-U.S. persons in reliance on Regulation S under the
Securities Act shall be issued in the form of one or more Regulation S global
notes, and in case of either (1) or (2) above, shall be deposited on behalf of
the Holders of the Series A Notes due 2017 represented thereby with the
Trustee, as custodian for the Depository, shall be registered in the name of the
Depository or its nominee and the aggregate principal amount of Series A Notes
due 2017 so issued may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depository or its
nominee.  For purposes hereof, (A) “Rule
144A global notes” means one or more Global Securities deposited with a
custodian for, and registered in the name of a nominee of, the Depository,
interests in which will be held for the benefit of purchasers of securities in
transactions under Rule 144A, and (B) “Regulation S global notes” means one or
more Global Securities deposited with a custodian for, and registered in the
name of a nominee of, the Depository, interests in which will be held for the
benefit of purchasers of the securities in offshore transactions under
Regulation S.


(c)           Except
as provided in subparagraph (f) hereof, the Series A Notes due 2017 and the
Series B Notes due 2017 are to be initially registered in the name of Cede
& Co., as nominee for the Depository. 
Subject to subparagraphs (d), (e) and (f) hereof, such Series A Notes
due 2017 and Series B Notes due 2017 shall not be transferable or exchangeable,
nor shall any purported transfer be registered, except as follows:


(i)            such
Series A Notes due 2017 and Series B Notes due 2017 may be transferred in
whole, and appropriate registration of transfer effected, if such transfer is
by such nominee to the Depository, or by the Depository to another nominee
thereof, or by any nominee of the Depository to any other nominee thereof, or
by the Depository or any nominee thereof to any successor securities depository
or any nominee thereof; and


(ii)           such Series A Notes due 2017 and
Series B Notes due 2017 may be exchanged for definitive Series A Notes due 2017
and Series B Notes due 2017 of the same series registered in the respective
names of the beneficial owners 



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thereof, and, subject to subparagraph (d), (e) and (f) below,
thereafter shall be transferable without restriction, if:


(A)          the
Depository, or any successor securities depositary, shall have notified the
Company and the Trustee that it is unwilling or unable to continue to act as
securities depository with respect to such Series A Notes due 2017 or Series B
Notes due 2017, as the case may be, or the Depository has ceased to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and the Trustee shall not have been notified by the Company within
ninety (90) days of the identity of a successor securities depository with
respect to such Series A Notes due 2017 or Series B Notes due 2017, as the case
may be; or


(B)           the
Company shall have delivered to the Trustee a Company Order to the effect that
such Series A Notes due 2017 or Series B Notes due 2017, as the case may be,
shall be so exchangeable on and after a date specified therein.


(d)           All
Series A Notes due 2017 and all beneficial interests in one or more Series A
Notes due 2017 and all Securities issued upon registration of, transfer of, or
in exchange for, any such Securities (other than Exchange Notes or Securities
sold pursuant to an effective registration statement under the Securities Act
or Securities issued, directly or indirectly, upon registration of transfer of,
or in exchange for, any such Securities), shall be restricted securities within
the meaning of Rule 144 under the Securities Act (collectively, “Restricted
Securities”) and shall be subject to the restrictions on transfer provided in
the legends set forth on the Restricted Securities.  The registered Holder of each Registered Security,
by such registered Holder’s acceptance thereof, agrees to be bound by such
restrictions on transfer.  All Restricted
Securities shall bear on their faces the applicable legends limiting
transferability set forth on the form the Series A Notes due 2017.


Each
registered Holder of a beneficial interest in a Global Security that is a
Restricted Security will be deemed to have represented and agreed to offer,
sell, pledge or otherwise transfer such beneficial interest only in accordance
with the legend set forth on the face of the Restricted Securities.


Subject
to the restrictions on transfer and exchange set forth herein and in the
Indenture, the holder of any Series A Notes due 2017 or Series B Notes due 2017
issued hereunder may transfer or exchange such Series A Notes due 2017 or
Series B Notes due 2017, as the case may be, in whole or in part by
surrendering them at the Corporate Trust Office of the Trustee or its agent,
together with (A), an executed instrument of assignment and transfer (in the
case of a transfer) or a written request for exchange (in the case of
exchange), and, in the case of Series A Notes due 2017 that are Restricted
Securities, a certificate substantially in the form set forth in Exhibit B
hereto, and (B) additional certifications and evidence that such transfer
or exchange is in compliance with the Securities Act and the restrictions on
transfer set forth in such notes as may be required pursuant to the terms of
this Supplemental Indenture.



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(e)           The
following provisions shall apply with respect to any proposed transfer of a
Rule 144A global note or a beneficial interest therein:


(i)            a
transfer of a Rule 144A global note or a beneficial interest therein to a QIB
in accordance with Rule 144A shall be made upon the representation of the
transferee that it is purchasing the Series A Notes due 2017 for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a QIB and is aware that the sale
to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as it has requested pursuant to
Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon its foregoing representations in
order to claim the exemption from registration provided by Rule 144A;


(ii)           a
transfer of a Rule 144A global note or a beneficial interest therein in
accordance with Regulation S shall be made upon receipt by the Trustee or its
agent of a certificate substantially in the form set forth in Exhibit C hereto
from the proposed transferor and, if requested by the Company or the Trustee,
the delivery of an opinion of counsel, certifications and/or other information
satisfactory to each of them.


(f)            The
following provisions shall apply with respect to any proposed transfer of a
Regulation S global note or a beneficial interest therein:


(i)            a
transfer of a Regulation S global note or a beneficial interest therein to a
QIB in accordance with Rule 144A shall be made upon the representation of the
transferee that it is purchasing the Series A Notes due 2017 for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a QIB and is aware that the sale
to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as it has requested pursuant to
Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon its foregoing representations in
order to claim the exemption from registration provided by Rule 144A;


(ii)           a
transfer of a regulation S global note or a beneficial interest therein in
accordance with Regulation S shall be made upon receipt by the Trustee or its
agent of a certificate substantially in the form set forth in Exhibit C hereto
from the proposed transferor and, if requested by the Company or the Trustee,
the delivery of an opinion of counsel, certifications and/or other information
satisfactory to each of them.


Prior to or on the
expiration of the 40-day “distribution compliance period” within the meaning of
Rule 903 of Regulation S under the Securities Act (the “Distribution Compliance
Period”), beneficial interests in a Regulation S global note may only be held
through the operator of the Euroclear System (“Euroclear”) or Clearstream
Banking, a societe anonyme (“Clearstream”) (as indirect participants in the
Depository), or another 



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agent member of Euroclear or Clearstream acting for
and on behalf of them, unless exchanged for interests in the Rule 144A global
note in accordance with the certification requirements hereof.


During
the Distribution Compliance Period, interests in the Regulation S global note,
if any, maybe be exchanged for interests in the Rule 144A global note only in
accordance with the certification requirements described in clause (i) of this
subsection (f).


SECTION
2.08.  The
Series A Notes due 2017 and Series B Notes due 2017 shall initially be
in the form attached as Exhibit A hereto.


ARTICLE
THREE

MISCELLANEOUS


SECTION
3.01.  The
recitals of fact herein and in the Series A Notes due 2017 and
Series B Notes due 2017 (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 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 



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convenience only and shall not be deemed to
affect the meaning or construction of any of the provisions hereof.



 10















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 30th day of March,
2007.


	
  

  	
   

  	
  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 Corporate Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kamladai Deoraj

  
	
   

  	
   

  	
   

  	
  Name:

  	
   Kamladai Deoraj

  
	
   

  	
   

  	
   

  	
  Title:

  	
   Assistant Vice President

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gregory Maples

  	
   

  	
   

  
	
   

  	
  Name: Gregory Maples

  	
   

  	
   

  
	
   

  	
  Title:   Coporate Trust Officer

  	
   

  	
   

  



 



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EXHIBIT
A


FORM
OF

5.613% SENIOR NOTES, SERIES [A]1 [B]2 DUE 2017


REGISTERED


[THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED OTHER THAN (1) TO THE COMPANY, (2) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE, TO
WHOM NOTICE IS GIVEN THAT THE OFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (4) TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (5) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THE SECURITIES
ACT, INCLUDING THAT PROVIDED BY RULE 144 (IF AVAILABLE) UNDER THE SECURITIES
ACT, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION SUBJECT TO THE
COMPANY’S AND THE TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM (FORMS OF WHICH MAY BE OBTAINED FROM
THE COMPANY OR THE TRUSTEE) COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
COMPANY AND THE TRUSTEE.]1 3


[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF,
THE HOLDER REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT.  BY ITS ACCEPTANCE HEREOF
THE HOLDER AGREES FOR THE BENEFIT OF THE COMPANY THAT NEITHER THIS SECURITY NOR
ANY INTEREST OR






1 To be inserted only in Series A Notes due
2017.


2 To be inserted in Series B Notes due 2017.


3 To be inserted only in Rule 144A global note.



 A-1
 









PARTICIPATION THEREIN MAY BE OFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED OTHER THAN  (1)
TO THE COMPANY, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER, IN EACH CASE, TO WHOM NOTICE IS GIVEN THAT THE OFFER,
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (4) TO
NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S
UNDER THE SECURITIES ACT, OR (5) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, INCLUDING THAT PROVIDED BY
RULE 144 (IF AVAILABLE) UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHTS
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM
(FORMS OF WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE) COMPLETED AND
DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE.]1 2


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.






1 To be inserted only in Series A Notes due
2017.


2 To be inserted only in Regulation S
global note.


 



 A-2
 









XCEL ENERGY INC.

(Incorporated under the laws of the State of Minnesota)

5.613% SENIOR NOTE, SERIES [A]1 [B]2 DUE 2017


	
  CUSIP:

  	
  NUMBER:

  
	
   

  	
   

  
	
  ORIGINAL ISSUE
  DATE(S):

  	
  PRINCIPAL AMOUNT(S): $

  
	
   

  	
   

  
	
  INTEREST RATE:
  5.613%

  	
  MATURITY DATE: April 1, 2017

  



 


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]1 from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semiannually in
arrears on the April 1 and October 1 in each year, commencing on the
first such Interest Payment Date succeeding the applicable Original Issue Date
set forth above, at the per annum Interest Rate set forth above, until the
principal hereof is paid or made available for payment.  No interest shall accrue on the Maturity
Date, so long as the principal amount of this Global Security is paid on the
Maturity Date.  The interest so payable
and punctually paid or duly provided for on any such Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Note is registered at the close of business on the Regular Record Date for such
interest, which shall be the March 15 or September 15, 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






1 To be inserted by only in Series A Notes
due 2017.


2 To be inserted by only in Series B Notes
due 2017.



 A-3
 









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 [A]1 [B]2 due 2017 (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 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 prior page hereof [minus the aggregate principal amount of all
outstanding Series A Notes due 2017 that are not being exchanged for Notes
of this Series]2.


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


The Company may redeem the Notes of this Series at any
time, in whole or in part upon no less than 30 or more than 60 days prior
notice given in the manner and with the effect provided in Section 3.2 of
the Indenture, at a redemption price equal to the greater of (1) the
principal amount of such notes being redeemed or (2) the sum of the
present values of the remaining scheduled payments of principal and interest
(excluding accrued interest) on the relevant series of notes being redeemed,
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Yield plus 15 basis
points, plus in each case accrued interest to the redemption date.


“Treasury Yield” means, for any redemption date,
(1) 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


 






1 To be inserted by only in Series A Notes
due 2017.


2 To be inserted by only in Series B Notes
due 2017.


 



 A-4
 









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 (2) 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 semiannual
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 redemption
date. The Treasury Yield will be calculated on the third business day preceding
the date fixed for redemption.


“Comparable Treasury Issue” means the United States
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 the Notes of this Series.


“Comparable Treasury Price” means, (1) the
average of the Reference Treasury Dealer Quotations for the redemption date,
after excluding the highest and lowest Reference Treasury Dealer Quotations for
the redemption date, or (2) if the Trustee obtains fewer than four
Reference Treasury Dealer Quotations, the average of all of the quotations.


“Independent Investment Banker” means Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Greenwich Capital Markets, Inc.,
Lazard Capital Markets 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 Trustee after consultation with the Company.


“Reference Treasury Dealer” means (1) Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Greenwich Capital Markets, Inc.
and Lazard Capital Markets LLC and two other primary U.S. Government securities
dealers in New York City (a “Primary Treasury Dealer”) designated by, and not
affiliated with, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Greenwich Capital Markets, Inc. and Lazard Capital Markets LLC and their
respective successors, provided, however, that if Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Greenwich Capital Markets, Inc. and Lazard Capital
Markets LLC or any of its designees ceases to be a Primary Treasury Dealer, we
will appoint another Primary Treasury Dealer as a substitute and (2) any
other Primary Treasury Dealer selected by us after consultation with the
Independent Investment Banker.


“Reference Treasury Dealer Quotations” means, for each
Reference Treasury Dealer and any date fixed for redemption, the average, as
determined by the 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 the Independent Investment Banker by
the Reference Treasury Dealer at 3:30 p.m. on the third Business Day preceding
the date fixed for redemption.



 A-5
 









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


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


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


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


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


No reference herein to the Indenture and to provisions
of this Global Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and



 A-6
 









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.


[Any bonds of this series which are presented to the
Company and/or the Trustee for exchange pursuant to an Exchange Offer in
accordance with the terms thereof shall be exchanged for Exchange Bonds of
equal principal amount upon surrender to the Company and/or the Trustee of the
bonds of this series to be exchanged; provided, however, that the bonds of this
series so surrendered for exchange shall be duly endorsed and accompanied by a
letter of transmittal or written instrument of transfer in form satisfactory to
the Company, duly executed by the registered holder thereof or its attorney who
shall be duly authorized in writing to execute such document.  Whenever any bonds of this series are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver to and in the name of each registered holder that has
properly tendered its bonds of this series for exchange, the same aggregate
principal amount of Exchange Bonds as the bonds of this series that have been
so surrendered.  For purposes hereof, the
following defined terms shall have the meaning ascribed to them:


“Exchange Offer” means the offer by the Company,
pursuant to an effective registration statement filed with the Securities and
Exchange Commission, to exchange the Exchange Notes for all of the outstanding
notes of this series.


“Exchange Notes” means senior notes of the Company
identical in all material respects to the notes of this series presented for
exchange pursuant to the Exchange Offer (except that the transfer restrictions
shall be modified or eliminated, as appropriate) and to be issued under the
Indenture].1


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.






1 To be inserted by only in Series A Notes
due 2017.


 



 A-7
 









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


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


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


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


In Witness Whereof, the Company has caused this
instrument to be duly executed.


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
								



 



 A-8
 









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

  



 



 A-9
 









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-10















EXHIBIT
B


[Form of Transferor
Certificate]


CERTIFICATE
TO XCEL ENERGY INC. AND TRUSTEE

SERIES A NOTES DUE 2017


This is to certify that as of the date hereof with
respect to U.S. $                
principal amount of the above-captioned securities presented or
surrendered on the date hereof (the “Surrendered Notes”) for registration of
transfer or for exchange where the securities issuable upon such exchange are
to be registered in a name other than that of the undersigned holder (each such
transaction being a “transfer”), the undersigned holder of the Surrendered
Notes represents and certifies for the benefit of Xcel Energy Inc. and Wells
Fargo Bank, National Association, as Trustee, that the transfer of Surrendered
Notes associated with such transfer complies with the restrictive legend set
forth on the face of the Surrendered Notes for the reason checked below:


	
  o

  	
  The Surrendered Notes are being transferred to a
  person whom we reasonably believe is a “qualified institutional buyer” (as
  defined in Rule 144A under the Securities Act of 1933) (a “QIB”) that
  purchases for its own account or for the account of a QIB to whom notice is
  given that the resale, pledge or transfer is being made in reliance, in each
  case, on Rule 144A under the Securities Act; or

  
	
   

  	
   

  
	
  o

  	
  The transfer of the Surrendered Notes complies with
  Rule 144 under the Securities Act;1 or

  
	
   

  	
   

  
	
  o

  	
  The transfer of the Surrendered Notes complies with
  another applicable exemption from the registration requirements of the
  Securities Act.1

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of holder]

  
	
   

  	
   

  
	
   

  	
  Dated: 

  	
   

  	
  ,

  	
   

  	
   

  
	
   

  	
  [To be dated the date of presentation or surrender]

  







1 These transfers may require an opinion of
counsel.



 B-1















EXHIBIT
C


[Form of Regulation S
Transfer Certificate]


[date]


Xcel Energy Inc.

800 Nicollet Mall, Suite 3000

Minneapolis, MN 55402


Wells Fargo Bank, National Association

MAC N9303-110

Sixth and Marquette Avenue

Minneapolis, MN 55479

Attention:  Dave Rubin


Dear Ladies and Gentlemen:


In connection with our proposed sale of $             
aggregate principal amount of 5.613% Senior Notes, Series A due 2017 (the “Notes”)
of Xcel Energy Inc. (the “Company”), we confirm that:


(a)                                  the
offer of the Notes was not made to a person in the United States;


(b)                                 either
(i) at the time the buy order was originated, the transferee was outside
the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States or (ii) the transaction
was executed in, on or through the facilities of a designated off-shore
securities market and neither we nor any person acting on our behalf knows that
the transaction has been pre-arranged with a buyer in the United States;


(c)                                  no
directed selling efforts have been made in the United States in contravention
of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable; and


(d)                                 the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.


In addition, if the sale is made during a Distribution
Compliance Period (within the meaning of Regulation S), we confirm that,
to the best of our knowledge after due inquiry, the purchaser is not a U.S.
Person (within the meaning of Regulation S).


Further, if the sale is made during a Distribution
Compliance Period and the provisions of Rule 903(a)(3) or
Rule 904(b)(1) of Regulation S are applicable thereto, we confirm
that such sale has been made in accordance with the applicable provisions of
Rule 903(a)(3) or Rule 904(b)(1), as the case may be.



 C-1
 









The Company and the Trustee are entitled to rely upon
this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby.  Terms used in this certificate have the
meanings set forth in Regulation S. 


	
  

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: 

  	
   

  	
   

  	
   

  
					



 



 C-2