0001104659-09-007365 Sample Contracts

FORM OF UNDERWRITING AGREEMENT (First Mortgage Bonds)
Underwriting Agreement • February 6th, 2009 • Public Service Co of Colorado • Electric & other services combined • New York

Public Service Company of Colorado, a Colorado 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 $ principal amount of its % First Mortgage Bonds, Series No. due (the “Bonds”) to be issued under its Indenture, dated as of October 1, 1993, from the Company to U.S. Bank Trust National Association, as successor trustee (the “Trustee”), as previously amended and supplemented and as to be amended and supplemented by a supplemental indenture relating to the Bonds (such Indenture as so amended and supplemented being hereinafter referred to as the “Indenture”).

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FORM OF UNDERWRITING AGREEMENT (Senior Debt Securities)
Underwriting Agreement • February 6th, 2009 • Public Service Co of Colorado • Electric & other services combined • New York

Public Service Company of Colorado, a Colorado 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 $ principal amount of its % Series Senior Notes due (the “Debt Securities”) to be issued under its Indenture, dated as of July 1, 1999, from the Company to The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as previously amended and supplemented and as to be amended and supplemented by a supplemental indenture relating to the Debt Securities (such Indenture as so amended and supplemented being hereinafter referred to as the “Indenture”).

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