0001104659-06-038885 Sample Contracts

FORM OF UNDERWRITING AGREEMENT DEBT SECURITIES % Senior Notes, Series due
Underwriting Agreement • June 1st, 2006 • Xcel Energy Inc • Electric & other services combined • New York

Xcel Energy Inc., a Minnesota corporation (the “Company”), proposes to sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), its Senior Notes of the designation, with the terms and in the aggregate principal amount specified in Schedule I hereto (the “Notes”) to be issued under its Trust Indenture, dated as of December 1, 2000, from the Company to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as previously supplemented and as to be supplemented by a supplemental indenture relating to the Notes (such Trust Indenture as so supplemented being hereinafter referred to as the “Indenture”).

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FORM OF UNDERWRITING AGREEMENT COMMON STOCK (PAR VALUE $2.50 PER SHARE)
Underwriting Agreement • June 1st, 2006 • Xcel Energy Inc • Electric & other services combined • New York

Xcel Energy Inc., a Minnesota corporation (the “Company”), proposes to sell to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of (the “Firm Shares”) and at the election of the Underwriters an aggregate of additional shares (the “Option Shares”) of common stock, par value $2.50 per share, of the Company, in each case, including the associated common stock purchase rights (the “Common Stock”). The Firm Shares and the Option Shares that the Underwriters elect to purchase pursuant to Section 2 are hereinafter collectively call the “Shares.”

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