S-3

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Xcel Energy Inc.

(Exact name of registrant as specified in its charter)

MINNESOTA
(State or other jurisdiction of incorporation or organization) 41-0448030
(I.R.S. Employer Identification Number)

800 Nicollet Mall, Suite 3000

Minneapolis, Minnesota 55402

(612) 330-5500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

WAYNE H. BRUNETTI
President and Chief Executive Officer
Xcel Energy Inc.
800 Nicollet Mall, Suite 3000
Minneapolis, Minnesota 55402
(612) 330-5500 EDWARD J. MCINTYRE
Vice President and Chief Financial Officer
Xcel Energy Inc.
800 Nicollet Mall, Suite 3000
Minneapolis, Minnesota 55402
(612) 330-5500

(Name and address, including zip code, of agent for service)

Copy to:

ROBERT J. JOSEPH

Jones, Day, Reavis & Pogue

77 West Wacker

Chicago, Illinois 60601

(312) 269-4176

Approximate date of commencement of proposed sale to the public:

From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  þ

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  o

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
		Maximum	Maximum
Title of Each Class	Amount to be	Offering Price	Aggregate	Amount of
of Securities to be Registered	Registered(1)	Per Unit(2)	Offering Price	Registration Fee
Debt Securities, Common Stock (par value $2.50 per share), Rights to Purchase Common Stock (par value $2.50 per share)(4)	$1,000,000,000	100%	$1,000,000,000(3)	$92,000

(1)	Includes indeterminate principal amount of debt securities and indeterminate number of shares of common stock, provided that in no event will the aggregate initial price of all debt securities and common stock (including the associated rights to purchase common stock) sold under this registration statement exceed $1,000,000,000.
(2)	Estimated in accordance with Rule 457 solely for the purpose of calculating the registration fee.
(3)	Pursuant to Rule 429, in addition to the $1,000,000,000 principal amount of debt securities and common stock (including the associated rights to purchase common stock) being registered with this registration statement, the combined prospectus contained herein will utilize $400,000,000 principal amount of debt securities that were registered on Registration Statement No. 333-46842.
(4)	One right to purchase common stock automatically trades with each share of common stock.

    The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 7, 2002

PROSPECTUS

$1,000,000,000

Xcel Energy Inc.

800 Nicollet Mall, Suite 3000

Minneapolis, Minnesota 55402

(612) 330-5500

Debt Securities

Common Stock

     We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

     Our common stock trades on the New York Stock Exchange under the symbol “XEL”.

You should consider carefully the risk factors described under the caption “Risk Factors” beginning on page 1 of this prospectus before purchasing any of the securities offered in this prospectus.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is           ,      .

TABLE OF CONTENTS

EX 1.01 Form of Underwriting Agreement

EX-1.02 Form of Underwriting Agreement

EX-4.03 Form of Supplemental Indenture

EX-5.01 Opinon of Gary R. Johnson

EX-12.01 Computation of ratio of earnings

EX 15.01 Letter on Unaudited Financial Information

EX-23.01 Consent of Arthur Andersen LLP

EX-23.02 Consent of PricewaterhouseCoopers LLP

EX-23.03 Consent of PricewaterhouseCoopers LLP

EX-23.04 Legal Counsel's Consent

EX-24.01 Power of Attorney

EX-25.01 Form T-1 Statement of Eligibility

      You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or the documents incorporated by reference is accurate as of any date other than the date on the front of those documents.

TABLE OF CONTENTS

	Page
Risk Factors		1
About This Prospectus		3
Where You Can Find More Information		4
Forward-Looking Statements		4
Xcel Energy Inc.		5
Use of Proceeds		6
Ratio of Earnings to Fixed Charges		6
Description of Debt Securities		6
Description of Common Stock		12
Legal Opinions		18
Experts		19
Plan of Distribution		19

RISK FACTORS

      Before you invest in any of the securities described in this prospectus, you should be aware of the significant risks described below. You should carefully consider these risks, together with all of the other information included in this prospectus, the accompanying prospectus supplement and the information incorporated by reference, before you decide whether to purchase our securities.

      The risk factors listed in this section, as well as any cautionary language in this prospectus, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Before you invest in our securities, you should be aware that the occurrence of the events described in these risk factors and elsewhere in this prospectus, the accompanying prospectus supplement and the information incorporated by reference could have a material adverse effect on our business, financial condition and results of operations.

      Increased competition resulting from restructuring efforts could have a significant financial impact on us and our utility subsidiaries and consequently decrease our revenue.

      Retail competition and the unbundling of regulated energy and gas service could have a significant financial impact on us and our subsidiaries due to an impairment of assets, a loss of retail customers, lower profit margins and/or increased costs of capital. The total impacts of restructuring may have a significant financial impact on our financial position, results of operations and cash flows. We cannot predict when we will be subject to changes in legislation or regulation, nor can we predict the impacts of these changes on our financial position, results of operations or cash flows. We believe that the prices our utility subsidiaries charge for electricity and gas and the quality and reliability of their service currently place them in a position to compete effectively in the energy market.

      We are subject to comprehensive energy regulation by governmental agencies and the recovery of our costs is dependent on regulatory action.

      We are subject to comprehensive regulation by several federal and state utility regulatory agencies, which significantly influences our operating environment and our ability to recover our costs from utility customers. The utility commissions in the states where our utility subsidiaries operate regulate many aspects of our utility operations including siting and construction of facilities, customer service and the rates that we can charge customers. Our system also is subject to the jurisdiction of the Securities and Exchange Commission under the Public Utility Holding Company Act, or PUHCA. The rules and regulations under PUHCA impose a number of restrictions on the operations of registered holding company systems. These restrictions include a requirement that the SEC approve in advance securities issuances, sales and acquisitions of utility assets or of securities of utility companies and acquisitions of other businesses. PUHCA also generally limits the operations of a registered holding company like us to a single integrated public utility system, plus additional energy-related businesses. PUHCA rules require that transactions between affiliated companies in a registered holding company system be performed at cost, with limited exceptions.

      The Federal Energy Regulatory Commission has jurisdiction over wholesale rates for electric transmission service and electric energy sold in interstate commerce, hydro facility licensing, the wholesale gas transportation rates of Viking Gas, one of our regulated subsidiaries, the siting and construction of facilities by Viking Gas and certain other activities of our utility subsidiaries. Federal, state and local agencies also have jurisdiction over many of our other activities.

      We are unable to predict the impact on our operating results from the future regulatory activities of any of these agencies. Changes in regulations or the imposition of additional regulations could have an adverse impact on our results of operations.

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      We are subject to environmental regulations which could be difficult and costly to comply with.

      We are subject to a number of environmental laws and regulations affecting many aspects of our present and future operations, including air emissions, water quality, wastewater discharges, solid wastes and hazardous substances. These laws and regulations generally require us to obtain and comply with a wide variety of environmental registrations, licenses, permits, inspections and other approvals. Both public officials and private individuals may seek to enforce the applicable environmental laws and regulations against us. We cannot assure you that existing environmental regulations will not be revised or that new regulations seeking to protect the environment will not be adopted or become applicable to us. Revised or additional regulations which result in increased compliance costs or additional operating restrictions, particularly if those costs are not fully recoverable from our customers, could have a material adverse effect on our results of operations.

      A portion of the net income of our nonregulated subsidiary, NRG Energy, Inc., is derived from its California generation assets. Due to the liquidity crisis faced by some California utilities, we cannot assure you as to the collectibility of all amounts owed to NRG’s California affiliates.

      Our nonregulated subsidiary, NRG, which is a global energy company primarily engaged in the acquisition, development, ownership and operation of power generation facilities and the sale of energy, capacity and related products, operates in and sells to the wholesale power market in California.

      The combination of rising wholesale electric prices, increases in the cost of natural gas, the scarcity of hydroelectric power and regulatory limitations on the rates that Pacific Gas and Electric Company and Southern California Edison Company may charge their retail customers, caused both Pacific Gas and Electric and Southern California Edison Company to default in their payments to the California Power Exchange, the California Independent System Operator and other suppliers, including our subsidiary NRG. The California Power Exchange and Pacific Gas and Electric both filed for bankruptcy under Chapter 11 of the Bankruptcy Code in spring 2001.

      As a result of the situation in California, all of NRG’s interests in California are exposed to the heightened risk of delayed payments and/or nonpayment regardless of whether the sales are made directly to Pacific Gas and Electric Company, Southern California Edison Company or San Diego Gas and Electric Company or to the California Independent System Operator or the California Department of Water Resources. In addition, the FERC has jurisdiction over wholesale sales in the California power markets and the Company cannot predict what actions the FERC may take, including imposition of price caps and refunds sought from generators. We are unable at this time to predict the severity of the adverse impact the California crisis will have on NRG’s financial position, results of operations and cash flows.

      Our nonregulated businesses are riskier than our traditional utility businesses.

      Our earnings from nonregulated operations have increased significantly due to acquisitions. We expect to continue investing in nonregulated projects, including domestic and international power production projects through NRG, international projects through Xcel Energy International, natural gas marketing and trading through e prime and construction projects through Utility Engineering.

      These projects could involve risks associated with operational factors such as competition, dependence on certain suppliers and customers, equipment performance, labor relations or governmental regulation. Operational changes may result from a customer or supplier’s inability to fulfill a contractual obligation, equipment failure, environmental regulation requirements or labor disputes.

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      The risks of international operations include those related to specific economic and political conditions of each country in which our nonregulated projects exist, which could be greater than the risks in the United States. Among the potential risks are interruptions of business, changes in law or tax policy, risks of war, currency exchange rate fluctuation and inflation.

      Some of our nonregulated subsidiaries have project investments consisting of minority interests, which may limit the financial risk, but also limit the ability to control the development or operation of the projects. In addition, significant expenses may be incurred for projects pursued by our subsidiaries that do not materialize.

      Our regulated and nonregulated businesses are subject to market and credit risk.

      We are exposed to market and credit risks in our generation, retail distribution and energy trading operations. To minimize the risk of market price and volume fluctuations, we enter into financial derivative instrument contracts to hedge purchase and sale commitments, fuel requirements and inventories of natural gas, distillate fuel oil, electricity and coal, and emission allowances. However, financial derivative instrument contracts do not eliminate the risk. Specifically, such risks include commodity price changes, market supply shortages and interest rate changes and counterparty default, including our contractual agreements with Enron. Enron is a leader in the energy industry that recently filed for bankruptcy. The impact of these variables could result in our inability to fulfill contractual obligations, significantly higher energy or fuel costs relative to corresponding sales contracts or increased interest expense.

      The impact of these variables in conjunction with regulatory constraints on the components of our capital structure could also result in our inability to access capital funding sources adequate to finance our capital expenditure and nonregulated investment plan. In addition, current energy market conditions increase the risk that our nonregulated subsidiary, NRG, may not be able to access adequate funding in the equity markets to finance their planned nonregulated investment growth rate. Their access to debt funding is also limited by existing debt covenants. The result of these factors could be a reduced growth rate for both our regulated and nonregulated businesses.

ABOUT THIS PROSPECTUS

      This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission utilizing a “shelf” registration process. Under this shelf process, we may, over the next several years, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1,000,000,000. In addition, we may sell $400,000,000 principal amount of debt securities that were previously registered under the Securities Act of 1933, as amended, but were not issued. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “WHERE YOU CAN FIND MORE INFORMATION.”

      We believe we have included all information material to investors but certain details that may be important for specific investment purposes have not been included. To see more detail, you should read the exhibits filed with this registration statement.

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WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

      The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filing made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 from the date of filing the initial registration statement until we sell all of the securities.

•  our Annual Report on Form 10-K for the year ended December 31, 2000, as amended, filed with the SEC on June 7, 2001;

•  our Quarterly Reports on Form 10-Q for the periods ended March 31, 2001, June 30, 2001 and September 30, 2001; and

•  our Current Reports on Form 8-K filed with the SEC on January 4, 2001, February 23, 2001, February 28, 2001, March 2, 2001, March 15, 2001, April 2, 2001, June 4, 2001, June 14, 2001, June 22, 2001, July 12, 2001, September 28, 2001, October 12, 2001, October 29, 2001, November 30, 2001, December 13, 2001, and January 14, 2002.

      We are not required to, and do not, provide annual reports to holders of our debt securities unless specifically requested by a holder.

      You may request a copy of these filings at no cost, by writing or telephoning us at the following address:

Corporate Secretary
Xcel Energy Inc.
800 Nicollet Mall, Suite 3000
Minneapolis, MN 55402
(612) 330-5500

FORWARD-LOOKING STATEMENTS

      This prospectus and the documents it incorporates by reference contain statements that are not historical fact and constitute “forward-looking statements”. When we use words like “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates”, “may”, “should”, or similar expressions, or when we discuss our strategy or plans, we are making forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Our future results may differ materially from those expressed in these forward-looking statements. These statements are necessarily based upon various assumptions involving judgments with respect to the future and other risks, including, among others:

•  general economic conditions, including their impact on capital expenditures and our ability and the ability of our subsidiaries to obtain financing on favorable terms

•  business conditions in the energy industry

•  demand for electricity in the nonregulated marketplace

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•  competitive factors, including the extent and timing of the entry of additional competition in the markets served by us and our subsidiaries

•  unusual weather

•  state, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rate structures and affect the speed and degree to which competition enters the electric and gas markets

•  risks associated with the California power market

•  currency translation and transaction adjustments

•  the higher degree of risk associated with our nonregulated businesses compared to our regulated businesses

•  the risk of a significant slowdown in growth or decline in the U.S. economy, the risk of delay in growth in recovery in the U.S. economy or the risk of increased cost for insurance premiums, security and other items as a consequence of the September 11, 2001 terrorist attacks

•  the other risk factors listed from time to time by us in reports filed with the Securities and Exchange Commission

      You are cautioned not to rely unduly on any forward-looking statements. These risks and uncertainties are discussed in more detail under “Business”, “Management’s Discussion and Analysis” and “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2000, as amended, in our Quarterly Report on Form 10-Q for the period ended September 30, 2001, and other documents on file with the Securities and Exchange Commission. You may obtain copies of these documents as described under “WHERE YOU CAN FIND MORE INFORMATION”.

      We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors should not be construed as exhaustive.

XCEL ENERGY INC.

      We are a public utility holding company with four major public utility subsidiaries: Southwestern Public Service Company, a New Mexico corporation (“SPS”); Public Service Company of Colorado, a Colorado corporation (“PSCo”); Northern States Power Company, a Minnesota corporation (“NSP-Minnesota”); and Northern States Power Company, a Wisconsin corporation (“NSP-W”). SPS serves approximately 390,000 electric customers in portions of Texas, New Mexico, Oklahoma and Kansas. PSCo serves approximately 1.2 million electric customers and approximately 1.1 million gas customers in Colorado. NSP-Minnesota serves approximately 1.3 million electric customers and 0.4 million gas customers in Minnesota, North Dakota and South Dakota. NSP-W serves approximately 225,000 electric customers and 90,000 gas customers in northern Wisconsin and Michigan.

      We have numerous non-utility subsidiaries, including NRG Energy, Inc., which are primarily engaged in energy-related businesses.

      We were incorporated in 1909 under the laws of Minnesota as Northern States Power Company. On August 18, 2000, we merged with New Century Energies, Inc. and our name was changed from Northern States Power Company to Xcel Energy Inc. We are a registered holding company under the Public Utility Holding Company Act of 1935.

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USE OF PROCEEDS

      We will add the net proceeds from the sale of the securities described in this prospectus to our general funds and use those proceeds for general corporate purposes, primarily to fund our operating units and subsidiaries, including NRG Energy, Inc., and to repay debt. The specific allocation of the proceeds of a particular series of the securities will be described in the prospectus supplement.

RATIO OF EARNINGS TO FIXED CHARGES

(UNAUDITED)

	12 Months
	Ended		Year Ended December 31,
	September 30,
	2001		2000		1999		1998		1997		1996
Ratio of Earnings to Fixed Charges		2.2		1.9		2.4		3.0		2.6		3.6

      For purposes of computing the ratio of earnings to fixed charges, (1) earnings consist of income from continuing operations plus fixed charges, federal and state income taxes, deferred income taxes and investment tax credits and less undistributed equity in earnings of unconsolidated investees; and (2) fixed charges consist of interest on long-term debt, other interest charges, the interest component on leases and amortization of debt discount, premium and expense.

DESCRIPTION OF DEBT SECURITIES

      We refer to the debt securities being offered by this prospectus as “Debt Securities”. The description below contains summaries of selected provisions of the indenture, including the supplemental indenture, under which the Debt Securities will be issued. These summaries are not complete. The indenture and the form of the supplemental indenture have been filed as exhibits to the registration statement. You should read the indenture and supplemental indenture for provisions that may be important to you. In the summaries below, we have included references to section numbers of the indenture so that you can easily locate these provisions.

      We are not required to issue future issues of indebtedness under the indenture described in this prospectus. We are free to use other indentures or documentation, containing provisions different from those described in this prospectus, in connection with future issues of other indebtedness.

      The Debt Securities will be represented either by global debt securities registered in the name of The Depository Trust Company (“DTC”), as depository (“Depository”), or its nominee, or by securities in certificate form issued to the registered owners, as described in the applicable prospectus supplement. See “Book-Entry System” below.

General

      We may issue the Debt Securities in one or more new series under an indenture dated as of December 1, 2000 between us and Wells Fargo Bank Minnesota, National Association, as trustee (the “Trustee”). This indenture, as heretofore supplemented and as to be supplemented by a new supplemental indenture for each series of Debt Securities, is referred to in this prospectus as the “Indenture”. The Debt Securities will be unsecured obligations and will rank on a parity with our other existing and future unsecured and unsubordinated indebtedness. Our obligations under the securities will be effectively subordinated to all existing and future liabilities of our subsidiaries. We refer in this prospectus to debt

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securities issued under the Indenture, whether previously issued or to be issued in the future, including the Debt Securities, as the “debt securities”. The amount of debt securities that we may issue under the Indenture is not limited.

      The Debt Securities may be issued in one or more series, may be issued at various times, may have differing maturity dates and may bear interest at differing rates. The prospectus supplement applicable to each issue of Debt Securities will specify:

•  the title, aggregate principal amount and offering price of that series of Debt Securities;

•  the interest rate or rates, or method of calculation of such rate or rates, on that series, and the date from which the interest will accrue;

•  the dates on which interest will be payable;

•  the record dates for payments of interest;

•  the date on which the Debt Securities of that series will mature;

•  any redemption terms;

•  the period or periods within which, the price or prices at which and the terms and conditions upon which the Debt Securities of that series may be repaid, in whole or in part, at the option of the holder thereof; and

•  other specific terms applicable to the Debt Securities or that series.

      Any special United States federal income tax considerations applicable to Debt Securities sold at an original issue discount and any special United States federal income tax or other considerations applicable to any Debt Securities which are denominated in other than United States dollars will be described in the prospectus supplement relating to that series of Debt Securities.

      Unless otherwise indicated in the applicable prospectus supplement, the Debt Securities will be denominated in United States currency in minimum denominations of $1,000 and integral multiples thereof, except that the denomination of any Debt Security issued in the form of a global debt security will not exceed $400,000,000 without the approval of the Depository.

      Unless otherwise indicated in the applicable prospectus supplement, there are no provisions in the Indenture or the Debt Securities that require us to redeem, or permit the holders to cause a redemption of, the Debt Securities or that otherwise protect the holders in the event that we incur substantial additional indebtedness, whether or not in connection with a change in control of our company. However, any change in control transaction that involves the incurrence of substantial additional long-term indebtedness by us in such a transaction could require approval of state utility regulatory authorities and, possibly, of federal utility regulatory authorities. Management believes that such approvals would be unlikely in any transaction that would result in our company, or a successor to our company, having a highly leveraged capital structure.

Registration, Transfer and Exchange

      Debt Securities of any series may be exchanged for other Debt Securities of the same series of any authorized denominations and of a like aggregate principal amount and kind. (Section 2.6.)

      Unless we indicate otherwise in the applicable prospectus supplement, Debt Securities may be presented for registration of transfer (duly endorsed or accompanied by a duly executed written instrument of transfer), at the office of the Trustee maintained for that purpose with respect to any series of Debt

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Securities and referred to in the applicable prospectus supplement, without service charge and upon payment of any taxes and other governmental charges as described in the Indenture. Any transfer or exchange of Debt Securities will be effected if the Debt Securities are duly endorsed by, or accompanied by a written instrument or instruments of transfer in a form satisfactory to the Company and the Trustee and duly executed by the holder of the Debt Security as described in the Indenture. (Section 2.6.)

      The Trustee will not be required to exchange or register a transfer of any Debt Securities of a series that is selected, called or being called for redemption except, in the case of any Debt Security to be redeemed in part, the portion thereof not to be so redeemed. (Section 2.6.) See “Book-Entry System” below.

Payment and Paying Agents

      Principal, interest and premium, if any, on Debt Securities issued in the form of global debt securities will be paid in the manner described below under the caption “Book-Entry System”. Unless we indicate otherwise in the applicable prospectus supplement, interest on Debt Securities that are in the form of certificated debt securities will be paid by check mailed to the holder at the holder’s address as it appears in the register for the Debt Securities maintained by the Trustee; however, a holder of $10,000,000 or more Debt Securities having the same interest payment dates will be entitled to receive payments of interest by wire transfer to a bank within the continental United States, if appropriate wire transfer instructions have been received by the Trustee on or prior to the applicable record date. (Section 2.12.) Unless we indicate otherwise in the applicable prospectus supplement, the principal, interest at maturity and premium, if any, on Debt Securities in the form of certificated debt securities will be payable in immediately available funds at the office of the Trustee. (Section 2.12.)

      All monies paid by us to a paying agent for the payment of principal, interest or premium, if any, on any Debt Security which remain unclaimed at the end of two years after that principal, interest or premium has become due and payable will be repaid to us and the holder of that Debt Security will thereafter look only to us for payment of that principal, interest or premium. (Section 4.4.)

Events of Default

      The following are events of default under the Indenture:

•  default in the payment of principal and premium, if any, on any debt security issued under the Indenture when due and payable and continuance of that default for 5 days;

•  default in the payment of interest on any debt security when due which continues for 30 days;

•  default in the performance or breach of our other covenants or warranties in the Indenture and the continuation of that default or breach for 90 days after written notice to us as provided in the Indenture; and

•  specified events of bankruptcy, insolvency or reorganization of our company. (Section 7.1.)

      If an event of default occurs and is continuing, either the Trustee or the holders of a majority in principal amount of the outstanding debt securities may declare the principal amount of all debt securities to be due and payable immediately. At any time after an acceleration of the debt securities has been declared, but before a judgment or decree of the immediate payment of the principal amount of the debt securities has been obtained, if we pay or deposit with the Trustee a sum sufficient to pay all matured installments of interest and the principal and any premium which has become due otherwise than by

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acceleration and all defaults have been cured or waived, then that payment or deposit will cause an automatic rescission and annulment of the acceleration of the debt securities. (Section 7.1.)

      The Trustee generally will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders unless the holders have offered reasonable security or indemnity to the Trustee. (Section 8.2.) The holders of a majority in principal amount of the outstanding debt securities generally will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred on the Trustee, relating to the debt securities. (Section 7.7.) The Trustee is required to give the holders notice of the occurrence of a default within 90 days of the default, unless the default is cured or waived. Except in the case of a payment default on the debt securities, or a default in the payment of any sinking or purchase fund installments, the Trustee may withhold the notice if its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers determines in good faith that it is in the interest of holders to do so. (Section 7.8.) We are required to deliver to the Trustee each year a certificate as to whether or not we are in compliance with the conditions and covenants under the Indenture. (Section 5.5.)

Modification

      Unless otherwise indicated in the applicable prospectus supplement, we and the Trustee may modify and amend the Indenture from time to time. Depending upon the type of amendment, we may not need the consent or approval of any of the holders of the debt securities, or we may need either the consent or approval of the holders of a majority in principal amount of the outstanding debt securities affected by the proposed amendment or the consent or the approval of each holder affected by the proposed amendment.

      We will not need the consent of the holders for the following types of amendments:

•  curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision or supplying an omission arising under the Indenture;

•  changing or eliminating any of the provisions of the Indenture, provided that this change or elimination is to become effective only when:

•  there is no outstanding debt security created prior to the execution of the supplemental indenture which will receive the benefit of this provision; or

•  this change or elimination is applicable only to debt securities issued after the date this change or elimination becomes effective;

•  establishing the form of the debt securities or establishing or reflecting any terms of any debt security as provided in the Indenture;

•  evidencing our successor corporation and the assumption by our successor of our covenants in the Indenture and in the debt securities;

•  granting or conferring upon the Trustee any additional rights, remedies, powers or authority for the benefit of the holders of the debt securities;

•  permitting the Trustee to comply with any duties imposed upon it by law;

•  specifying further the duties and responsibilities of the Trustee, any authenticating agent and any paying agent and defining further the relationships among the Trustee, authenticating agent and paying agent;

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•  adding to our covenants for the benefit of the holders or surrendering a right given to us in the Indenture;

•  adding security for the debt securities; or

•  making any change that is not prejudicial to the Trustee or the holders of the debt securities that is not stated in the Indenture. (Section 12.1.)

      We will need the consent of the holders of each outstanding debt security affected by a proposed amendment if the amendment would cause any of the following to occur:

•  a change in the maturity date or rate of any debt security;

•  a change in date on which any debt security may be redeemed or repaid at the option of the holder;

•  a reduction in the principal amount of any debt security or the premium payable on any debt security;

•  a change in the currency of any payment of principal, premium or interest on any debt security;

•  an impairment of the right of a holder to institute suit for the enforcement of any payment relating to any debt security;

•  a reduction in the percentage of outstanding debt securities necessary to consent to the modification or amendment of the Indenture; or

•  a modification of these requirements or a reduction to less than a majority of the percentage of outstanding. (Section 12.2.)

Defeasance and Discharge

      We may be discharged from all obligations relating to the debt securities and the Indenture (except for specified obligations such as obligations to register the transfer or exchange of debt securities, replace stolen, lost or mutilated debt securities and maintain paying agencies) if we irrevocably deposit with the Trustee, in trust for the benefit of holders of debt securities, money or United States government obligations, or any combination thereof, sufficient to make all payments of principal, premium and interest on the debt securities on the dates those payments are due. If we discharge those obligations, we must deliver to the Trustee an opinion of counsel that the holders of the debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or discharge of the Indenture. Upon any discharge of our obligations as described above, we will be deemed to have paid and discharged our entire indebtedness represented by the debt securities and our obligations under the debt securities. (Section 4.1.)

Consolidation, Merger and Sale of Assets; No Financial Covenants

      We will not consolidate with or merge into any other corporation or sell, or otherwise dispose all or substantially all our assets unless (1) the successor or transferee corporation assumes by supplemental indenture our obligations to pay the principal and premium and interest on debt securities issued under the Indenture and our obligation to perform every covenant of the Indenture to be performed or observed by us and (2) we or the successor or transferee corporation, as applicable, are not immediately following such consolidation or merger, or sale, or disposition in default in the performance of any such covenant. Upon any consolidation or merger, or any sale, transfer or other disposition of all or substantially all of the assets of our company, the successor or transferee corporation will succeed to, and be substituted for, and may exercise every right and power of, our company under the Indenture with the same effect as if the

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successor corporation had been named as us in the Indenture and we will be released from all obligations under the Indenture. Regardless of whether a sale or transfer of assets might otherwise be considered a sale of all or substantially all of our assets, the Indenture also specifically permits any sale, transfer or conveyance of our non-utility subsidiaries if, following such sale or transfer, the Debt Securities are rated by Standard & Poor’s Ratings Group and Moody’s Investors Service, Inc. at least as high as the ratings accorded the Debt Securities immediately prior to the sale, transfer or disposition. (Sections 11.1 and 11.2.)

      The Indenture does not contain any financial or other similar restrictive covenants.

Resignation or Removal of Trustee

      The Trustee may resign at any time by notifying us in writing and specifying the day that the resignation is to take effect. The resignation will not take effect, however, until the later of the appointment of a successor trustee and the day the resignation is to take effect. (Section 8.10.)

      The holders of a majority in principal amount of the outstanding debt securities may remove the Trustee at any time. In addition, so long as no event of default or event which, with the giving of notice or lapse of time or both, would become an event of default has occurred and is continuing, we may remove the Trustee upon (1) notice to the holder of each security outstanding under the Indenture and (2) upon written notice to the Trustee. (Section 8.10.)

Concerning the Trustee

      Wells Fargo Bank Minnesota, National Association is the Trustee. We maintain banking relationships with the Trustee in the ordinary course of business. The Trustee also acts as trustee for certain debt securities of our subsidiaries.

Book-Entry System

      Each series of Debt Securities offered by this prospectus may be issued in the form of one or more global debt securities representing all or part of that series of Debt Securities. This means that we will not issue certificates for that series of Debt Securities to the holders. Instead, a global debt security representing that series will be deposited with, or on behalf of, DTC, or its successor as the Depository and registered in the name of the Depository or a nominee of the Depository.

      The Depository will keep a computerized record of its participants (for example, your broker) whose clients have purchased Debt Securities represented by a global debt security. Unless it is exchanged in whole or in part for a certificated debt security, a global debt security may not be transferred, except that the Depository, its nominees and their successors may transfer a global debt security as a whole to one another.

      Beneficial interests in global debt securities will be shown on, and transfers of interests will be made only through, records maintained by the Depository and its participants. The laws of some jurisdictions require that some purchasers take physical delivery of debt securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global debt security.

      We will wire principal, interest and any premium payments to the Depository or its nominee. We and the Trustee will treat the Depository or its nominee as the owner of the global debt security for all purposes, including any notices and voting. Accordingly, we, the Trustee and any paying agent will have no direct responsibility or liability to pay amounts due on a global debt security to owners of beneficial interests in a global debt security.

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      Unless otherwise specified in the prospectus supplement, DTC will act as Depository for Debt Securities issued as global debt securities. The Debt Securities will be registered in the name of Cede & Co. (DTC’s partnership nominee).

      DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds debt securities that its participants (“Direct Participants”) deposit with DTC. DTC also facilitates the settlement among Direct Participants of debt securities transactions, such as transfers and pledges, in deposited debt securities through electronic computerized book-entry changes in Direct Participants’ accounts. This eliminates the need for physical movement of debt securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The rules that apply to DTC and its Direct or Indirect Participants (collectively, “Participants”) are on file with the SEC.

      It is DTC’s current practice, upon receipt of any payment of principal or interest, to credit Direct Participants’ accounts on the payment date according to their respective holdings of beneficial interests in the global debt security as shown on DTC’s records. In addition, it is DTC’s current practice to assign any consenting or voting rights to Direct Participants whose accounts are credited with debt securities on a record date, by using an omnibus proxy. Payments by Participants to owners of beneficial interests in a global debt security, and voting by Participants, will be governed by the customary practices between the Participants and owners of beneficial interests, as is the case with debt securities held for the account of customers registered in “street name.” However, payments will be the responsibility of the Participants and not our responsibility or that of DTC or the Trustee.

      Debt Securities of a series represented by a global debt security will be exchangeable for certificated debt securities with the same terms in authorized denominations only if:

•  DTC notifies us that it is unwilling or unable to continue as Depository or if DTC ceases to be a clearing agency registered under applicable law and a successor Depository is not appointed by us within 90 days; or

•  we determine not to require all of the Debt Securities of a series to be represented by a global debt security and notify the Trustee of our decision.

      The information in this section concerning DTC and DTC’s book-entry system has been obtained from DTC, and we and any underwriters, dealers or agents take no responsibility for the accuracy thereof.

      Any underwriters, dealers or agents of any Debt Securities may be Direct Participants of DTC.

DESCRIPTION OF COMMON STOCK

      The following summary description sets forth some of the general terms and provisions of the common stock. Because this is a summary description, it does not contain all of the information that may be important to you. For a more detailed description of the common stock, you should refer to the provisions of our Restated Articles of Incorporation and Bylaws.

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General

      Our capital stock consists of two classes: common stock, par value $2.50 per share (1,000,000,000 shares currently authorized of which 345,801,028 shares were outstanding as of December 31, 2001); and preferred stock, par value $100 per share (7,000,000 shares authorized, of which the following series were outstanding as of December 31, 2001: $3.60 Series — 275,000 shares; $4.08 Series — 150,000 shares; $4.10 Series — 175,000 shares; $4.11 Series — 200,000 shares; $4.16 Series — 99,800 shares; and $4.56 Series — 150,000 shares). Our board of directors is authorized to provide for the issue from time to time of preferred stock in series and, as to each series, to fix the designation, dividend rates and times of payment, redemption price, and liquidation price or preference as to assets in voluntary liquidation. Cumulative dividends, redemption provisions and sinking fund requirements, to the extent that some or all of these features are or may be present when preferred stock is issued, could have an adverse effect on the availability of earnings for distribution to the holders of the common stock or for other corporate purposes.

Dividend Rights

      Before we can pay any dividends on our common stock, the holders of our preferred stock are entitled to receive their dividends at the respective rates provided for the shares of their series. In addition, we may not, except in certain limited circumstances, declare or pay any dividends on our common stock if we have deferred payment of interest on the junior subordinated debentures that were issued in connection with the trust originated preferred securities issued and sold by our subsidiary trust, NSP Financing I.

Limitations on Payment of Dividends on and Acquisitions of Common Stock

      So long as any shares of our preferred stock are outstanding, dividends (other than dividends payable in common stock), distributions or acquisitions of our common stock:

•  may not exceed 50% of net income for a prior twelve-month period, after deducting dividends on any preferred stock during the period, if the sum of the capital represented by the common stock, premiums on capital stock (restricted to premiums on common stock only by SEC orders), and surplus accounts is less than 20% of capitalization;

•  may not exceed 75% of net income for such twelve-month period, as adjusted if this capitalization ratio is 20% or more, but less than 25%; and

•  if this capitalization ratio exceeds 25%, dividends, distributions or acquisitions may not reduce the ratio to less than 25% except to the extent permitted by the provisions described in the above two bullet points.

      Because we are a holding company and conduct all of our operations through our subsidiaries, our cash flow and ability to pay dividends will be dependent on the earnings and cash flows of our subsidiaries and the distribution or other payment of those earnings to us in the form of dividends, or in the form of repayments of loans or advances to us. Some of our subsidiaries may have restrictions on their ability to pay dividends including covenants under their borrowing arrangements and mortgage indentures, and possibly also restrictions imposed by their regulators.

Voting Rights

      The holders of shares of preferred stock of the $3.60 Series are entitled to three votes for each share held, and the holders of our common stock and of all of our other series of preferred stock are entitled to

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one vote for each share held on all matters submitted to a vote of our stockholders. If, however, dividends payable on any series of our preferred stock are in default in an amount equal to the amount payable during the immediately preceding twelve-month period, the holders of shares of preferred stock, voting as a class and without regard to series, are entitled to elect the smallest number of directors necessary to constitute a majority of our board of directors and the holders of shares of common stock, voting as a class, are entitled to elect our remaining directors.

      The affirmative vote or consent of the holders of various specified percentages of preferred stock is required to effect selected changes in our capital structure and other transactions that might affect their rights. Except to the extent required by law, holders of common stock do not vote as a class in case of any modification of their rights.

Change of Control

      Our Bylaws, our shareholder rights plan (discussed below) and the Minnesota Business Corporation Act, as amended (the “Minnesota BCA”), contain provisions that could discourage or make more difficult a change of control of our company. These provisions are designed to protect our shareholders against coercive, unfair or inadequate tender offers and other abusive takeover tactics and to encourage any person contemplating a business combination with us to negotiate with our board of directors for the fair and equitable treatment of all of our shareholders.

      Election of Directors. In electing directors, shareholders may cumulate their votes in the manner provided in the Minnesota BCA. The board of directors is divided into three classes as nearly equal in number as possible with staggered terms of office so that only approximately one-third of the directors are elected at each annual meeting of shareholders. The existence of a classified board of directors along with cumulative voting rights may make it more difficult for a group owning a significant amount of our voting securities to effect a change in the majority of the board of directors than would be the case if cumulative voting did not exist.

      Bylaw Provisions. Under our Bylaws, our shareholders must provide us advance notice of the introduction by them of business at annual or special meetings of our shareholders. For a shareholder to properly bring a proposal before an annual or special meeting, the shareholder must comply with the shareholder proposal requirements under the federal proxy rules or deliver a written notice to the Corporate Secretary not less than 45 days nor more than 90 days prior to the date on which we first mailed our proxy materials for the prior year’s annual meeting. If, however, during the prior year we did not hold an annual meeting, or if the date of the meeting has changed more than 30 days from the date of the prior year’s meeting, the notice must be delivered to us within a reasonable time before we mail our proxy materials for the current year. If we have provided less than 30 days’ notice or prior public disclosure of the date by which the shareholder’s notice must be given, the shareholders’ notice must be delivered to us not later than ten days following the earlier of the day on which we provided notice of the date by which such shareholder’s notice is required. The required notice from a shareholder must contain (i) a description of the proposed business and the reasons for conducting such business, (ii) the name and address of each shareholder supporting the proposal as it appears on our books, (iii) the class and number of shares beneficially owned by each shareholder supporting the proposal, and (iv) a description of any financial or other interest of each shareholder in the proposal.

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      Minnesota BCA. Section 302A.671 of the Minnesota BCA applies to potential acquirers of 20% or more of our voting shares. Section 302A.671 provides in substance that shares acquired by such acquirer will not have any voting rights unless:

•  the acquisition is approved by (i) a majority of the voting power of all of our shares entitled to vote and (ii) a majority of the voting power of all of our shares entitled to vote excluding all shares owned by the acquirer or by any of our officers; or

•  the acquisition (i) is pursuant to an all-cash tender offer for all of our voting shares, (ii) results in the acquirer becoming the owner of at least a majority of our outstanding voting shares, and (iii) has been approved by a committee of disinterested directors.

      Section 302A.673 of the Minnesota BCA generally prohibits public Minnesota corporations, including us, from engaging in any business combination with a person or entity owning 10% or more of our voting shares for a period of four years after the date of the transaction in which such person or entity became a 10% shareholder unless the business combination or the acquisition resulting in 10% ownership was approved by a committee of disinterested directors prior to the date such person or entity became a 10% shareholder. Section 302A.675 of the Minnesota BCA provides in substance that a person or entity making a takeover offer (an “offeror”) for us is prohibited from acquiring any additional shares of our company within two years following the last purchase of shares pursuant to the offer with respect to that class unless (i) the acquisition is approved by a committee of disinterested directors before the purchase of any shares by the offeror pursuant to the offer or (ii) our shareholders are afforded, at the time of the acquisition, a reasonable opportunity to dispose of their shares to the offeror upon substantially equivalent terms as those provided in the earlier takeover offer.

Liquidation Rights

      In the event of liquidation, after the holders of all series of preferred stock have received $100 per share in the case of involuntary liquidation, and the then applicable redemption prices in the case of voluntary liquidation, plus in either case an amount equal to all accumulated and unpaid dividends, the holders of the common stock are entitled to the remaining assets.

Preemptive and Subscription Rights

      No holder of our capital stock has the preemptive right to purchase or subscribe for any additional shares of our capital stock.

      Our common stock is listed on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange. Wells Fargo Bank Minnesota is the Transfer Agent and Registrar for the common stock.

Stockholder Rights Plan

      The board of directors declared a dividend of one right (a “Right”) for each outstanding share of common stock of our company held of record at the close of business on June 28, 2001. Shares of common stock issued after June 28, 2001 and prior to the Separation Time (as defined below) or issued at any time after June 28, 2001 pursuant to any options and convertible securities outstanding at the Separation Time will also have Rights attached to them.

      Trading and Distribution of the Rights. The Rights were issued under a Stockholder Protection Rights Agreement (the “Rights Agreement”), between us and Wells Fargo Bank Minnesota, N.A., as Rights Agent (the “Rights Agent”). Each Right entitles its registered holder to purchase from or exchange with us, after the Separation Time, one share of common stock, for a price of $95.00 (the

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“Exercise Price”), subject to adjustment. Until the Separation Time, the Rights will not trade separately, but instead will be represented by, and transferred with, the common stock certificates (or in the case of uncertificated common stock, by the registration of the associated share of common stock on our stock transfer books). Common stock certificates issued after June 28, 2001 and prior to the Separation Time will represent one Right for each share of common stock and will contain a legend incorporating by reference the terms of the Rights Agreement (as it may be amended from time to time). Common stock certificates outstanding on June 28, 2001 also will represent one Right for each share of common stock even though they do not have this legend. Uncertificated common stock issued after June 28, 2001, but prior to the Separation Time which has been registered on our stock transfer books will represent one Right for each share of common stock registered. Promptly following the Separation Time, separate certificates representing the Rights will be mailed to holders of record of common stock at the Separation Time.

      The Separation Time will be the close of business on the earlier to occur of (1) the tenth business day (or any later date our board of directors determines prior to the Separation Time that would otherwise have occurred) after the date on which any person commences a tender or exchange offer which, if completed, would result in the person becoming an Acquiring Person (as defined below), and (2) the first date or any later date as our board of directors may determine (the “Flip-in Date”) of public announcement by us expressly stating that any person has become an Acquiring Person (the date of the public announcement being the “Stock Acquisition Date”). If a tender or exchange offer referred to in clause (1) is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the purchase of any shares of stock, the offer will be deemed never to have been made.

      Acquiring Persons. An Acquiring Person is any person, or group of affiliated or associated persons, having Beneficial Ownership (as defined in the Rights Agreement) of 15% or more of the outstanding shares of common stock. However, the following will not be deemed Acquiring Persons:

•  our company, any of our wholly-owned subsidiaries or any employee stock ownership or other employee benefit plan of ours or of a wholly-owned subsidiary of ours;

•  any person who is the Beneficial Owner of 15% or more of the outstanding common stock as of the date of the Rights Agreement or who becomes the Beneficial Owner of 15% or more of the outstanding common stock solely as a result of an acquisition of common stock by us, until the time the person acquires additional common stock, other than through a dividend or stock split;

•  any person who becomes the Beneficial Owner of 15% or more of the outstanding common stock without any plan or intent to seek or affect control of our company if the person promptly divests sufficient securities so that the person no longer is the Beneficial Owner of 15% or more of the common stock; or

•  any person who Beneficially Owns shares of common stock consisting solely of:

•  shares acquired pursuant to the grant or exercise of an option granted by us in connection with an agreement to merge with, or acquire, us entered into prior to a Flip-in Date,

•  shares owned by the person and its affiliates and associates at the time of the grant; and

•  shares, amounting to less than 1% of the outstanding common stock, acquired by affiliates and associates of the person after the time of the grant.

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      Exercisability and Expiration. The Rights will not be exercisable until the business day following the Separation Time. The Rights will expire (the “Expiration Time”) on the earliest to occur of:

•  the Exchange Time (as defined below);

•  the close of business on June 28, 2011, unless extended by action of the board of directors;

•  the date on which the Rights are redeemed as described below; and

•  upon the merger of our company into another corporation pursuant to an agreement entered into prior to a Stock Acquisition Date.

      Adjustments. The Exercise Price and the number of Rights outstanding are subject to adjustment from time to time to prevent dilution in the event of a common stock dividend on, or a subdivision or a combination into a smaller number of shares of, common stock, or the issuance or distribution of any securities or assets in respect of, in lieu of or in exchange for common stock.

      Flip-in and Flip-over. If a Flip-in Date occurs prior to the Expiration Time, we will take any necessary action to ensure and provide, to the extent permitted by applicable law, that each Right (other than Rights Beneficially Owned by the Acquiring Person or any affiliate or associate of an Acquiring Person, which Rights will become void) will constitute the right to purchase from us, upon exercise in accordance with the terms of the Rights Agreement, that number of shares of our common stock having an aggregate Market Price (as defined in the Rights Agreement), on the Stock Acquisition Date that gave rise to the Flip-in Date, equal to twice the Exercise Price for an amount in cash equal to the then-current Exercise Price. For example, at an Exercise Price of $95 per Right, each Right not owned by an Acquiring Person (or by related parties) following a Flip-in Date would entitle its holder to purchase $190 worth of common stock for $95. Assuming that the common stock had a per share market value of $25 at the time, the holder of each valid Right would, therefore, be entitled to purchase 7.6 shares of common stock for $95.

      Prior to the Expiration Time, if an Acquiring Person controls our board of directors and we then enter into, consummate or permit to occur a transaction or series of transactions in which, directly or indirectly:

•  we will consolidate or merge or participate in a binding share exchange with any other person and (A) any term or arrangement concerning the treatment of shares of capital stock in such merger, consolidation or share exchange relating to the Acquiring Person is not identical to the terms and arrangements relating to other holders of common stock or (B) the person with whom such transaction or series of transactions occurs is the Acquiring Person or an affiliate or associate of the Acquiring Person; or

•  we will sell or otherwise transfer (or one or more of its subsidiaries will sell or otherwise transfer) assets (A) aggregating more than 50% of our assets (measured by either book value or fair market value) or (B) generating more than 50% of our operating income or cash flow, to any other person (other than us or one or more of our wholly-owned subsidiaries) or to two or more persons which are affiliated or otherwise acting in concert, (a “Flip-over Transaction or Event”), we will take any necessary action to ensure, and will not enter into, consummate or permit to occur such Flip-over Transaction or Event until we have entered into a supplemental agreement with the person engaging in such Flip-over Transaction or Event (the “Flip-over Entity”), for the benefit of the holders of the Rights, this supplemental agreement will provide that upon consummation or occurrence of the Flip-over Transaction or Event:

•  each Right will constitute the right to purchase from the Flip-over Entity, upon exercise in accordance with the terms of the Rights Agreement, that number of shares of common stock of

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	the Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of the Flip-over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the then current Exercise Price; and
•	the Flip-over Entity will thereafter be liable for, and will assume, all of our obligations and duties pursuant to the Rights Agreement.

      Redemption. Our board of directors may, at its option, at any time prior to the close of business on the Flip-in Date, redeem all (but not less than all) the then-outstanding Rights at a price of $0.01 per Right (the “Redemption Price”), as provided in the Rights Agreement. Immediately upon the action of the board of directors electing to redeem the Rights, without any further action and without any notice, the right to exercise the Rights will terminate and each Right will thereafter represent only the right to receive the Redemption Price in cash for each Right so held.

      Exchange Option. In addition, the board of directors may, at its option, at any time after a Flip-in Date and prior to the time that an Acquiring Person becomes the Beneficial Owner of more than 50% of the outstanding shares of common stock, elect to exchange all (but not less than all) the then-outstanding Rights (other than Rights Beneficially Owned by the Acquiring Person or any affiliate or associate thereof, which Rights will become void) for shares of common stock at an exchange ratio of one share of common stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of the Separation Time (the “Exchange Ratio”). Immediately upon such action by the board of directors, the right to exercise the Rights will terminate and each Right will thereafter represent only the right to receive a number of shares of common stock equal to the Exchange Ratio.

      Amendments. The terms of the Rights may be amended by the board of directors (1) prior to the Flip-in Date in any manner and (2) on or after the Flip-in Date to cure any ambiguity, to correct or supplement any provision of the Rights Agreement which may be defective or inconsistent with any other provisions, or in any manner not adversely affecting the interests of the holders of the Rights generally.

      Other Provisions. The holders of Rights will, solely by reason of their ownership of Rights, have no rights as stockholders of our company, including, without limitation, the right to vote or to receive dividends. The Rights will not prevent a takeover of our company. However, the Rights may cause substantial dilution to a person or group that acquires 15% or more of the common stock unless the Rights are first redeemed by the board of directors. Nevertheless, the Rights should not interfere with a transaction that is in our best interests and our stockholders because the Rights can be redeemed on or prior to the Flip-in Date, before the consummation of such transaction.

LEGAL OPINIONS

      Legal opinions relating to the legality of the securities being offered by this prospectus will be rendered by our counsel, Gary R. Johnson, 800 Nicollet Mall, Suite 3000, Minneapolis, Minnesota, and by Jones, Day, Reavis & Pogue, 77 West Wacker, Chicago, Illinois, counsel for any underwriters, dealers or agents named in a prospectus supplement. Gary R. Johnson is our Vice President and General Counsel and is the beneficial owner of 133,898 shares of our common stock. Matters pertaining to local laws will be passed upon by our counsel and as to these matters Jones, Day, Reavis & Pogue will rely on our counsel’s opinions. Jones, Day, Reavis & Pogue has acted in the past, and may in the future act, as special counsel to us and our affiliates.

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EXPERTS

      Our consolidated financial statements and schedule as of December 31, 2000 and 1999 and for the three years in the period ended December 31, 2000, incorporated by reference in this registration statement have been audited by Arthur Andersen LLP, independent public accountants, as set forth in their report dated March 2, 2001. In that report, Arthur Andersen LLP states that with respect to NRG Energy, Inc. as of and for the year ended December 31, 2000 and Northern States Power Co. for the years ended December 31, 1999 and 1998 its opinion is based on the reports of other independent public accountants, namely PricewaterhouseCoopers LLP. The consolidated financial statements and schedule referred to above have been included herein in reliance upon the authority of such firm as experts in giving said reports.

      With respect to the unaudited interim financial information for the quarters ended March 31, 2001, June 30, 2001, and September 30, 2001, Arthur Andersen LLP has applied limited procedures in accordance with professional standards for a review of that information. However, their separate reports thereon state that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on that information should be restricted in light of the limited nature of the review procedures applied. In addition, the accountants are not subject to the liability provisions of Section 11 of the Securities Act of 1933, as amended, for their reports on the unaudited interim financial information because those reports are not a “report” or a “part” of the registration statement prepared or certified by the accountants within the meaning of Sections 7 and 11 of the Act.

PLAN OF DISTRIBUTION

      We intend to sell the securities offered by this prospectus to or through underwriters or dealers, and may also sell the securities directly to other purchasers or through agents, as described in the prospectus supplement relating to an issue of securities.

      The distribution of the securities described in this prospectus may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices.

      In connection with the sale of the securities, underwriters may receive compensation from us or from purchasers of the securities for whom they may act as agents in the form of discounts, concessions, or commissions. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions, or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers, and agents that participate in the distribution of the securities may be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended. Any person who may be deemed to be an underwriter will be identified, and any compensation received from us will be described in the prospectus supplement.

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      Under agreements which we may enter in connection with the sale of the securities, underwriters, dealers, and agents who participate in the distribution of the securities may be entitled to indemnification by us against specified liabilities, including liabilities under the Securities Act of 1933, as amended.

      No person has been authorized to give any information or to make any representation not contained in this prospectus and, if given or made, that information or representation must not be relied upon as having been authorized. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered by this prospectus in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. Neither the delivery of this prospectus nor any sale made under this prospectus shall, under any circumstances, create any implication that the information in this prospectus is correct as of any time subsequent to the date of this prospectus or that there has been no change in our affairs since that date.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.     OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

      Set forth below is an estimate of the approximate amount of our fees and expenses (other than underwriting discounts and commissions) in connection with the issuance of the securities:

Registration fee under the Securities Act of 1933, as amended		$	92,000	*
Fees of rating agencies		$	300,000
Printing and engraving		$	100,000
Accounting services		$	100,000
Trustee’s charges		$	10,000
Expenses and counsel fees for qualification or registration of the securities under state securities laws		$	20,000
Miscellaneous, including traveling, telephone, copying, shipping, and other out-of-pocket expenses		$	16,000
	Total	$	638,000

*  All items are estimated except the first.

ITEM 15.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 302A.521 of the Minnesota Statutes permits indemnification of officers and directors of domestic or foreign corporations under certain circumstances and subject to certain limitations. Pursuant to authorization contained in our Restated Articles of Incorporation, Article 4 of our Bylaws contains provisions for indemnification of our directors and officers consistent with the provisions of Section 302A.521 of the Minnesota Statutes. We have entered into indemnity agreements with our directors that provide for indemnification consistent with the Minnesota statutes and our Bylaws.

      We obtained insurance policies indemnifying us and our directors and officers against certain civil liabilities and related expenses.

ITEM 16.     EXHIBITS.

1.01	Form of Underwriting Agreement relating to debt securities.
1.02	Form of Underwriting Agreement relating to common stock.
3.01	Restated Articles of Incorporation of the Company. (Filed as Exhibit 4.01 to the Company’s Form 8-K Report (File No. 1-3034) filed on August 21, 2000 and incorporated by reference herein).
3.02	Bylaws of the Company. (Filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File No. 333-48590) filed on October 25, 2000 and incorporated by reference herein).
4.01	Trust Indenture dated December 1, 2000, between the Company and Wells Fargo Bank Minnesota, National Association, as Trustee. (Filed as Exhibit 4.01 to the Company’s Form 8-K Report (File No. 1-3034) dated December 18, 2000 and incorporated by reference herein).
4.02	Supplemental Trust Indenture No. 1 dated December 15, 2000, between the Company and Wells Fargo Bank Minnesota, National Association, as Trustee. (Filed as Exhibit 4.02 to the Company’s Form 8-K Report (File No. 1-3034) dated December 18, 2000 and incorporated by reference herein).

II-1

4.03	Form of Supplemental Indenture for each series of Debt Securities.
4.04	Stockholder Protection Rights Agreement dated as of December 13, 2000 between Xcel Energy Inc. and Wells Fargo Bank Minnesota, N.A., as Rights Agent. (Filed as Exhibit 1 to the Company’s Form 8-K Report (File No. 1-3034) dated January 4, 2001 and incorporated by reference herein).
5.01	Opinion of Gary R. Johnson as to the legality of the securities.
12.01	Statement of computation of ratio of earnings to fixed charges.
15.01	Letter on Unaudited Financial Information by Arthur Andersen LLP.
23.01	Independent Accountants’ Consent of Arthur Andersen LLP.
23.02	Independent Accountants’ Consent of PricewaterhouseCoopers LLP.
23.03	Independent Accountants’ Consent of PricewaterhouseCoopers LLP.
23.04	Legal Counsel’s Consent.
24.01	Power of Attorney.
25.01	Form T-1 Statement of Eligibility of Wells Fargo Bank Minnesota, National Association to act as Trustee under the Indenture.

ITEM 17.     UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represented no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i) and (ii) above do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

      (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant’s annual report pursuant to section 13(a)

II-2

or section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described under Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

II-3

SIGNATURE

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements of filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, and State of Minnesota, on the 7th day of February 2002.

XCEL ENERGY INC.

By:  /s/ EDWARD J. MCINTYRE

Edward J. McIntyre

Vice President and Chief Financial Officer

      Pursuant to the requirements of Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Wayne H. Brunetti	Chairman of the Board, President, Chief Executive Officer and Director	February 7, 2002
* David E. Ripka	Controller (Chief Accounting Officer)	February 7, 2002
* Edward J. McIntyre	Chief Financial Officer	February 7, 2002
* C. Coney Burgess	Director	February 7, 2002
* David A. Christensen	Director	February 7, 2002
* Roger R. Hemminghaus	Director	February 7, 2002
* A. Barry Hirschfeld	Director	February 7, 2002
* Douglas W. Leatherdale	Director	February 7, 2002
* Albert F. Moreno	Director	February 7, 2002

II-4

Signature	Title	Date
* Margaret R. Preska	Director	February 7, 2002
* A. Patricia Sampson	Director	February 7, 2002
* Allan L. Schuman	Director	February 7, 2002
* Rodney E. Slifer	Director	February 7, 2002
* W. Thomas Stephens	Director	February 7, 2002

*By: /s/ EDWARD J. MCINTYRE
Edward J. McIntyre
(Attorney-in-Fact)
February 7, 2002

II-5

EXHIBIT INDEX

1.01	Form of Underwriting Agreement relating to debt securities.
1.02	Form of Underwriting Agreement relating to common stock.
3.01	Restated Articles of Incorporation of the Company. (Filed as Exhibit 4.01 to the Company’s Form 8-K Report (File No. 1-3034) filed on August 21, 2000 and incorporated by reference herein).
3.02	Bylaws of the Company. (Filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File No. 333-48590) filed on October 25, 2000 and incorporated by reference herein).
4.01	Trust Indenture dated December 1, 2000, between the Company and Wells Fargo Bank Minnesota, National Association, as Trustee. (Filed as Exhibit 4.01 to the Company’s Form 8-K Report (File No. 1-3034) dated December 18, 2000 and incorporated by reference herein).
4.02	Supplemental Trust Indenture No. 1 dated December 15, 2000, between the Company and Wells Fargo Bank Minnesota, National Association, as Trustee. (Filed as Exhibit 4.02 to the Company’s Form 8-K Report (File No. 1-3034) dated December 18, 2000 and incorporated by reference herein).
4.03	Form of Supplemental Indenture for each series of Debt Securities.
4.04	Stockholder Protection Rights Agreement dated as of December 13, 2000 between Xcel Energy Inc. and Wells Fargo Bank Minnesota, N.A., as Rights Agent. (Filed as Exhibit 1 to the Company’s Form 8-K Report (File No. 1-3034) dated January 4, 2001 and incorporated by reference herein).
5.01	Opinion of Gary R. Johnson as to the legality of the securities.
12.01	Statement of computation of ratio of earnings to fixed charges.
15.01	Letter on Unaudited Financial Information by Arthur Andersen LLP.
23.01	Independent Accountants’ Consent of Arthur Andersen LLP.
23.02	Independent Accountants’ Consent of PricewaterhouseCoopers LLP.
23.03	Independent Accountants’ Consent of PricewaterhouseCoopers LLP.
23.04	Legal Counsel’s Consent.
24.01	Power of Attorney.
25.01	Form T-1 Statement of Eligibility of Wells Fargo Bank Minnesota, National Association to act as Trustee under the Indenture.

EX-1.01

                                                                    EXHIBIT 1.01

                                XCEL ENERGY INC.
                            (a Minnesota corporation)

                                     FORM OF
                             UNDERWRITING AGREEMENT
                               FOR DEBT SECURITIES

To the Representatives named in Schedule I
    hereto of the Underwriters named in
    Schedule II hereto

Dear Ladies and Gentlemen:

         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 Debt
Securities of the designation, with the terms and in the aggregate principal
amount specified in Schedule I hereto (the "Debt Securities") to be issued under
its Indenture, dated as of December 1, 2000 from the Company to Wells Fargo Bank
Minnesota, National Association, as trustee (the "Trustee"), as to be amended
and supplemented by a supplemental indenture relating to the Debt Securities
(such Indenture as so supplemented and amended being hereinafter referred to as
the "Indenture"). If the firm or firms listed in Schedule II hereto include only
the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and
"Representatives," as used herein, shall each be deemed to refer to such firm or
firms.

         1.       Representations and Warranties by the Company. The Company
represents and warrants to, and agrees with, each Underwriter that:

         (a)      The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933, as amended (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") a registration statement
on such Form, including a prospectus, for the registration under the Act of the
Debt Securities, which registration statement has become effective. Such
registration statement and prospectus may have been amended or supplemented from
time to time prior to the date of this Agreement (which date is set forth in
Schedule I hereto). Any such amendment or supplement was filed with the
Commission and any such amendment has become effective. The Company will file
with the Commission a prospectus supplement (the "Prospectus Supplement")
relating to the Debt Securities pursuant to Rule 424 and/or Rule 434 under the
Act. Copies of such registration statement and prospectus, any such amendment or
supplement and all documents incorporated by reference therein which were filed
with the Commission on or prior to the date of this Agreement have been
delivered to you and copies of the Prospectus Supplement will be delivered to
you promptly after it is filed with the Commission. Such registration statement,
as amended prior to the date of this Agreement, and such prospectus, as amended
and supplemented prior to the date of this Agreement and as supplemented by the
Prospectus Supplement, are hereinafter called the "Registration Statement" and
the "Prospectus", respectively. Any reference herein to the Registration
Statement or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
which were filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") on or before the date of this Agreement and, if the Company
files any document pursuant to the Exchange Act after the date of this Agreement
and prior to the termination of the offering of the Debt Securities by the
Underwriters, which documents are deemed to be incorporated by reference into
the Prospectus, the term "Prospectus" shall refer also to said prospectus as
supplemented by the documents so filed from and after the time said documents
are filed with the Commission. There are no contracts or documents of the
Company or any of its subsidiaries that are required to be filed as exhibits to
the Registration Statement or any documents incorporated by reference therein by
the Act, the Exchange Act or the rules and regulations thereunder which have not
been so filed.

         (b)      No order preventing or suspending the use of the Prospectus or
the Registration Statement has been issued by the Commission and the
Registration Statement, at the date of this Agreement, complied in all material
respects with the requirements of the Act, the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act") and the respective rules and regulations of
the Commission thereunder and did not contain any



                                       1


untrue statement of a material fact or omit any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; and, at the time the Prospectus Supplement is filed with the
Commission and at the Closing Date (as hereinafter defined), the Prospectus will
comply in all material respects with the Act and the rules and regulations of
the Commission thereunder and will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading; provided that the
Company makes no representations or warranties as to (A) that part of the
Registration Statement which shall constitute the Statements of Eligibility
(Forms T-1) under the Trust Indenture Act of the Trustee or (B) the information
contained in or omitted from the Registration Statement or the Prospectus in
reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of any Underwriter through the Representatives
specifically for use in the Registration Statement or Prospectus.

         (c)      The documents incorporated by reference in the Prospectus,
when they were filed with the Commission, conformed in all material respects to
the requirements of the Exchange Act and the rules and regulations of the
Commission thereunder, and any documents so filed and incorporated by reference
subsequent to the date of this Agreement will, when they are filed with the
Commission, conform in all material respects to the requirements of the Exchange
Act, and the rules and regulations of the Commission thereunder; and none of
such documents include or will include any untrue statement of a material fact
or omit or will omit to state any material fact required to be stated therein or
necessary to make the statements therein in the light of the circumstances under
which they were made not misleading.

         (d)      Arthur Andersen LLP, which audited certain of the financial
statements incorporated by reference in the Registration Statement, is an
independent public accountant as required by the Act and the rules and
regulations of the Commission thereunder.

         (e)      The financial statements of the Company and its consolidated
subsidiaries filed as a part of or incorporated by reference in the Registration
Statement or Prospectus fairly present the financial position of the Company and
its consolidated subsidiaries as of the dates indicated and the results of their
operations and changes in financial position for the periods specified, and have
been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved, except as
disclosed in the Prospectus Supplement.

         (f)      The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Minnesota with due corporate authority to carry on the business in which it is
engaged and to own and operate the properties used by it in such business, as
described in the Prospectus; the Company is qualified to do business as a
foreign corporation and is in good standing under the laws of the States of
North Dakota, South Dakota and Colorado; and the Company is not required by the
nature of its business to be licensed or qualified as a foreign corporation in
any other state or jurisdiction; and, except as set forth in the Prospectus
Supplement, the Company has all material licenses and approvals required at the
date hereof to conduct its business.

         (g)      Each subsidiary of the Company named in Exhibit 21.01 to the
Company's most recent Annual Report on Form 10-K ("Significant Subsidiary") has
been duly incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation and is duly qualified as
a foreign corporation to transact business and is in good standing in each
jurisdiction in which it owns or leases substantial properties or in which the
conduct of its business requires such qualification; all of the issued and
outstanding capital stock of each such subsidiary has been duly authorized and
validly issued and is fully paid and non-assessable; and the capital stock of
each such subsidiary owned by the Company, directly or through subsidiaries, is
owned free and clear of any pledge, lien, encumbrance, claim or equity.

         (h)      Neither the Company nor any of its subsidiaries has sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any material loss or interference
with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth or contemplated in the Prospectus
Supplement; and, since the respective dates as of which information is given in
the Registration Statement and the Prospectus Supplement, neither the Company
nor any of its subsidiaries has incurred any liabilities or obligations, direct
or contingent, or entered into any transactions, not in the ordinary course of
business, which are material to the Company and its subsidiaries, and there has
not been any material change in the capital




                                       2


stock or long-term debt of the Company or any of its subsidiaries or any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the general affairs, management, financial
position, stockholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Prospectus
Supplement.

         (i)      Neither the execution and delivery of this Agreement and the
Indenture, the issuance and delivery of the Debt Securities, the consummation of
the transactions herein contemplated, the fulfillment of the terms hereof, nor
compliance with the terms and provisions of this Agreement, the Debt Securities
and the Indenture will conflict with, or result in the breach of, any of the
terms, provisions or conditions of the Restated Articles of Incorporation, as
amended, or by-laws of the Company, or of any contract, agreement or instrument
to which the Company is a party or in which the Company has a beneficial
interest or by which the Company is bound or of any order, rule or regulation
applicable to the Company of any court or of any federal or state regulatory
body or administrative agency or other governmental body having jurisdiction
over the Company or over its properties.

         (j)      The Debt Securities have been duly authorized for issuance and
sale pursuant to this Agreement and, when executed and authenticated in
accordance with the Indenture and delivered and paid for as provided herein,
will be duly issued and will constitute valid and binding obligations of the
Company enforceable in accordance with their terms, except as limited by
bankruptcy, insolvency and other laws affecting enforcement of creditors'
rights, and will be entitled to the benefits of the Indenture which will be
substantially in the form heretofore delivered to you.

         (k)      The Indenture has been duly and validly authorized by the
Company and, when duly executed and delivered by the Company, assuming due
authorization, execution and delivery thereof by the Trustee, will constitute a
valid and binding obligation of the Company enforceable in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy, insolvency or
other laws affecting enforcement of creditors' rights.

         (l)      The Securities and Exchange Commission has issued a financing
order under the Public Utility Holding Company Act of 1935, which order
authorizes the issuance of the Debt Securities, and no other approval of any
regulatory public body, state or federal, is, or will be at the Closing Date (as
hereinafter defined), necessary in connection with the issuance and sale of the
Debt Securities pursuant to this Agreement, other than approvals that may be
required under state securities laws.

         (m)      The Company has good and valid title to all real and fixed
property and leasehold rights which are owned by it, subject only to taxes and
assessments not yet delinquent; as to parts of the Company's property, certain
easements, conditions, restrictions, leases, and similar encumbrances which do
not affect the Company's use of such property in the usual course of its
business, and certain minor defects in titles which are not material, and
defects in titles to certain properties which are not essential to the Company's
business; and mechanics' lien claims being contested or not of record or for the
satisfaction or discharge of which adequate provision has been made by the
Company; and any real property and buildings held under lease by the Company is
held by it under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be
made of such property and buildings by the Company.

         (n)      Other than as set forth or contemplated in the Prospectus as
of the date hereof, there are no legal or governmental proceedings pending to
which the Company or any of its subsidiaries is a party or of which any property
of the Company or any of its subsidiaries is the subject which, if determined
adversely to the Company or any of its subsidiaries, would individually or in
the aggregate have a material adverse effect on the consolidated financial
position, stockholders' equity or results of operations of the Company and its
subsidiaries; and, to the best of the Company's knowledge, no such proceedings
are threatened or contemplated by governmental authorities or threatened by
others.

         (o)      The Company is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended.

         (p)      Except as set forth in the Prospectus Supplement, the Company
and its subsidiaries (A) are in compliance with any and all applicable federal,
state and local laws and regulations relating to the protection of





                                       3



human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants ("Environmental Laws"), (B) have received all
permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct its respective business and (C) are in compliance
with all terms and conditions of any such permits, licenses or approvals, except
where such noncompliance with Environmental Laws, failure to receive required
permits, licenses or other approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals would not, singly or in the
aggregate, have a material adverse effect on the Company and its subsidiaries,
taken as a whole.

         2.       Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to the Representatives and each other Underwriter, and the
Representatives and each other Underwriter agree, severally and not jointly, to
purchase from the Company, at the purchase price set forth in Schedule I hereto,
the respective principal amounts of the Debt Securities set forth opposite their
respective names in Schedule II hereto.

         3.       Delivery and Payment. Delivery of and payment for the Debt
Securities shall be made at the place, date and time specified in Schedule I
hereto (or such other place, date and time not later than eight full business
days thereafter as the Representatives and the Company shall designate), which
date and time may be postponed by agreement between the Representatives and the
Company (such date and time being herein called the "Closing Date"). Delivery of
the Debt Securities shall be made to the Representatives for the respective
accounts of the several Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof to or upon the order
of the Company by certified or official bank check or checks payable in New York
Clearing House (next day) funds or, if so indicated in Schedule I hereto, in
federal (same day) funds. The Debt Securities will be delivered in definitive
registered form except that, if for any reason the Company is unable to deliver
the Debt Securities in definitive form, the Company reserves the right, as
provided in the Indenture, to make delivery in temporary form. Any Debt
Securities delivered in temporary form will be exchangeable without charge for
Debt Securities in definitive form. The Debt Securities will be registered in
the names of the Underwriters and in the principal amounts set forth in Schedule
II hereto except that if the Company receives a written request from the
Representatives prior to noon on the second business day preceding the Closing
Date giving the names in which the Debt Securities are to be registered and the
principal amounts thereof (which shall in each case be a multiple of $1,000) the
Company will deliver the Debt Securities so registered. The Debt Securities will
be made available to the Representatives for checking in New York, New York, not
later than 2:00 p.m., New York City time, on the business day preceding the
Closing Date.

         4.       Agreements. The Company agrees with the several Underwriters
that:

         (a)      With the consent of the Representatives, the Company will
cause the Prospectus Supplement to be filed pursuant to Rule 424(b) and/or Rule
434 under the Act and will notify the Representatives promptly of such filing.
During the period for which a prospectus relating to the Debt Securities is
required to be delivered under the Act, the Company will promptly advise the
Representatives (i) when any amendment to the Registration Statement shall have
become effective, (ii) when any subsequent supplement to the Prospectus
(including documents deemed to be incorporated by reference into the Prospectus)
has been filed, (iii) of any request by the Commission for any amendment of or
supplement to the Registration Statement or the Prospectus or for any additional
information, and (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institution or
threatening of any proceedings for that purpose. The Company will not file any
amendment of the Registration Statement or supplement to the Prospectus
(including documents deemed to be incorporated by reference into the Prospectus)
unless the Company has furnished to the Representatives a copy for your review
prior to filing and will not file any such proposed amendment or supplement to
which the Representatives reasonably object. The Company will use its best
efforts to prevent the issuance of any such stop order and, if issued, to obtain
as soon as possible the withdrawal thereof.

         (b)      If, at any time when a prospectus relating to the Debt
Securities is required to be delivered under the Act, any event occurs as a
result of which the Prospectus as then amended or supplemented would include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, or if it shall be necessary at any time to amend
or supplement the Prospectus to comply with the Act or the Exchange Act or the
respective rules and regulations of the Commission thereunder, the Company
promptly, subject to paragraph (a) of this Section 4, will




                                       4


prepare and file an amendment or supplement to the Prospectus with the
Commission or will make a filing with the Commission pursuant to Section 13 or
14 of the Exchange Act, which will correct such statement or omission or will
effect such compliance.

         (c)      The Company will make generally available to its security
holders and to the Representatives a consolidated earnings statement (which need
not be audited) of the Company, for a twelve-month period beginning after the
date of the Prospectus Supplement filed pursuant to Rule 424(b) and/or Rule 434
under the Act, as soon as is reasonably practicable after the end of such
period, but in any event no later than eighteen months after the "effective date
of the Registration Statement" (as defined in Rule 158(c) under the Act), which
will satisfy the provision of Section 11(a) of the Act and the rules and
regulations of the Commission thereunder (including at the option of the
Company, Rule 158).

         (d)      The Company will furnish to each of the Representatives a
signed copy of the Registration Statement as originally filed and of each
amendment thereto, including the Form T -1 and all powers of attorney, consents
and exhibits filed therewith (other than exhibits incorporated by reference),
and will deliver to the Representatives conformed copies of the Registration
Statement, the Prospectus (including all documents incorporated by reference
therein) and, so long as delivery of a prospectus by an Underwriter or dealer
may be required by the Act, all amendments of and supplements to such documents,
in each case as soon as available and in such quantities as the Representatives
may reasonably request.

         (e)      The Company will furnish such information, execute such
instruments and take such action as may be required to qualify the Debt
Securities for sale under the laws of such jurisdictions as the Representatives
may designate and will maintain such qualifications in effect so long as
required for the distribution of the Debt Securities; provided that the Company
shall not be required to qualify to do business in any jurisdiction where it is
not now so qualified or to take any action which would subject it to general or
unlimited service of process in any jurisdiction where it is not now so subject.

         (f)      So long as the Debt Securities are outstanding, the Company
will furnish (or cause to be furnished) to each of the Representatives, upon
request, copies of (i) all reports to stockholders of the Company and (ii) all
reports and financial statements filed with the Commission or any national
securities exchange.

         (g)      During the period beginning from the date of this Agreement
and continuing to the Closing Date, the Company will not offer, sell, or
otherwise dispose of any debt securities of the Company (except under prior
contractual commitments which have been disclosed to you), without the prior
written consent of the Representatives, which consent shall not be unreasonably
withheld.

         5.       Expenses. Whether or not the transactions contemplated
hereunder are consummated or this Agreement is terminated, the Company will pay
all costs and expenses incident to the performance of the obligations of the
Company hereunder, including, without limiting the generality of the foregoing,
all costs, taxes and expenses incident to the issue and delivery of the Debt
Securities to the Underwriters, all fees and expenses of the Company's counsel
and accountants, all costs and expenses incident to the preparing, printing and
filing of the Registration Statement (including all exhibits thereto), the
Prospectus (including all documents incorporated by reference therein) and any
amendments thereof or supplements thereto, all costs and expenses (including
fees and expenses of counsel) incurred in connection with "blue sky"
qualifications, the determination of the legality of the Debt Securities for
investment by institutional investors and the rating of the Debt Securities, and
all costs and expenses of the printing and distribution of all documents in
connection with this underwriting. Except as provided in this Section 5 and
Section 8 hereof, the Underwriters will pay all their own costs and expenses,
including the fees of their counsel and any advertising expenses in connection
with any offer they may make.

         6.       Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Debt Securities shall be
subject, in the discretion of the Representatives, to the accuracy of the
representations and warranties on the part of the Company contained herein as of
the date hereof and the Closing Date, to the accuracy of the statements of
Company officers made in any certificates given pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:



                                       5


         (a)      The Prospectus Supplement relating to the Debt Securities
shall have been filed with the Commission pursuant to Rule 424(b) and/or Rule
434 within the applicable time period prescribed for such filing by the rules
and regulations under the Act and in accordance with Section 4(a) hereof; no
stop order suspending the effectiveness of the Registration Statement or any
part thereof shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been complied
with to the Representatives' reasonable satisfaction.

         (b)      The Representatives shall be furnished with opinions, dated
the Closing Date, of Gary R. Johnson, Vice President and General Counsel of the
Company, substantially in the form included as Exhibit A.

         (c)      The Representatives shall have received from Jones, Day,
Reavis & Pogue, Chicago, Illinois, counsel for the Underwriters, such opinion or
opinions dated the Closing Date with respect to the incorporation of the
Company, this Agreement, the validity of the Indenture, the Debt Securities, the
Registration Statement, the Prospectus and other related matters as the
Representatives may reasonably require, and the Company shall have furnished to
such counsel such documents as they reasonably request for the purpose of
enabling them to pass upon such matters.

         (d)      The Company shall have furnished to the Representatives a
certificate of the President or any Vice President of the Company, dated the
Closing Date, as to the matters set forth in clause (a) and (h) of this Section
6 and to the further effect that the signers of such certificate have carefully
examined the Registration Statement, the Prospectus and this Agreement and that:

                  (i)      the representations and warranties of the Company in
                  this Agreement are true and correct on and as of the Closing
                  Date with the same effect as if made on the Closing Date, and
                  the Company has complied with all the agreements and satisfied
                  all the conditions on its part to be performed or satisfied at
                  or prior to the Closing Date; and

                  (ii)     there has been no material adverse change in the
                  condition of the Company and its subsidiaries taken as a
                  whole, financial or otherwise, or in the earnings, affairs or
                  business prospects of the Company and its subsidiaries taken
                  as a whole, whether or not arising in the ordinary course of
                  business, from that set forth or contemplated by the
                  Registration Statement or Prospectus Supplement.

         (e)      The Representatives shall have received a letter from Arthur
Andersen LLP, independent public accountant for the Company (dated the date of
this Agreement and Closing Date, respectively, and in form and substance
satisfactory to the Representatives) advising that (i) they are an independent
public accountant as required by the Act and published rules and regulations of
the Commission thereunder, (ii) in their opinion, the consolidated financial
statements and supplemental schedules incorporated by reference in the
Registration Statement and covered by their opinion filed with the Commission
under Section 13 of the Exchange Act comply as to form in all material respects
with the applicable accounting requirements of the Exchange Act and the
published rules and regulations of the Commission thereunder, (iii) they have
performed limited procedures, not constituting an audit, including a reading of
the latest available interim financial statements of the Company and its
consolidated subsidiaries, a reading of the minutes of meetings of the Board of
Directors, committees thereof, and of the Shareholders, of the Company and its
subsidiaries since the date of the most recent audited financial statements
included or incorporated by reference in the Prospectus, inquiries of officials
of the Company and its subsidiaries responsible for financial accounting matters
and such other inquiries and procedures as may be specified in such letter, and
on the basis of such limited review and procedures nothing came to their
attention that caused them to believe that: (a) any material modifications
should be made to any unaudited consolidated financial statements of the Company
included or incorporated by reference in the Registration Statement or
Prospectus for them to be in conformity with generally accepted accounting
principles or any unaudited consolidated financial statements of the Company
included or incorporated by reference in the Registration Statement or
Prospectus do not comply as to form in all material respects with the applicable
accounting requirements of the Exchange Act and the rules and regulations of the
Commission applicable to Form 10-Q; and (b) with respect to the period
subsequent to the date of the most recent financial statements included or
incorporated by reference in the Prospectus and except as set forth in or
contemplated by the Registration Statement or Prospectus, there were any
changes, at a specified date not more than five business days prior to the date
of the letter, in the capital stock of the Company, increases in long-term debt
or decreases in stockholders' equity or net current assets of the Company and
its consolidated subsidiaries as

                                       6


compared with the amounts shown on the most recent consolidated balance sheet
included or incorporated in the Prospectus, or for the period from the date of
the most recent financial statements included or incorporated by reference in
the Prospectus to such specified date there were any decreases, as compared with
the corresponding period in the preceding year, in operating revenues, operating
income, net income, or earnings per share of Common Stock of the Company and its
subsidiaries, except in all instances for changes or decreases set forth in such
letter, in which case the letter shall be accompanied by an explanation by the
Company as to the significance thereof unless said explanation is not deemed
necessary by the Representatives; and (iv) they have carried out specified
procedures performed for the purpose of comparing certain specified financial
information and percentages (which is limited to financial information derived
from general accounting records of the Company) included or incorporated by
reference in the Registration Statement and Prospectus with indicated amounts in
the financial statements or accounting records of the Company and (excluding any
questions of legal interpretation) have found such information and percentages
to be in agreement with the relevant accounting and financial information of the
Company referred to in such letter in the description of the procedures
performed by them.

         (f)      Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, there shall not have
been any change or decrease specified in the letter or letters referred to in
paragraph (e) of this Section 6 which makes it impractical or inadvisable in the
judgment of the Representatives to proceed with the public offering or the
delivery of the Debt Securities on the terms and in the manner contemplated by
the Prospectus.

         (g)      Subsequent to the date hereof, no downgrading shall have
occurred, nor shall any notice have been given of any intended or potential
downgrading or of any review for a possible change that does not indicate the
direction of the possible change, in the rating accorded the Company's debt
securities or preferred stock by any "nationally recognized statistical rating
organization," as that term is defined by the Commission for purposes of Rule
436(g)(2) under the Act.

         (h)      (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Prospectus
Supplement, and (ii) since the date of this Agreement, neither the Company nor
any of its subsidiaries shall have incurred any liabilities or obligations,
direct or contingent, or entered into any transactions, not in the ordinary
course of business, which are material to the Company and its subsidiaries, and
there shall not have been any change in the capital stock or long-term debt of
the Company or any of its subsidiaries or any change, or any development
involving a prospective change, in or affecting the general affairs, management,
financial position, stockholders' equity or results of operations of the Company
and its subsidiaries otherwise than as set forth or contemplated in the
Prospectus Supplement, the effect of which, in any such case described in clause
(i) or (ii) is in the judgment of the Underwriters so material and adverse as to
make it impracticable or inadvisable to proceed with the public offering or the
delivery of the Debt Securities on the terms and in the manner contemplated by
the Prospectus.

         (i)      No Representative shall have advised the Company that the
Registration Statement or Prospectus, or any amendment or supplement thereto,
contains an untrue statement of fact which in the opinion of counsel for the
Underwriters is material or omits to state a fact which in the opinion of
counsel for the Underwriters is material and is required to be stated therein or
is necessary to make the statements therein not misleading.

         (j)      Prior to the Closing Date, the Company shall have furnished to
the Representatives such further information, certificates and documents as they
may reasonably request.

         If any of the conditions specified in this Section 6 shall not have
been fulfilled when and as required by this Agreement, or if any of the opinions
and certificates mentioned above or elsewhere in this Agreement shall not be
satisfactory in form and substance to the Representatives and their counsel,
this Agreement and all obligations of the Underwriters hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Representatives.
Notice of such cancellation shall be given to the Company in writing, or by
telephone or telegraph confirmed in writing.



                                       7


         7.       Conditions of Company's Obligations. The obligations of the
Company to sell and deliver the Debt Securities are subject to the following
conditions:

         (a)      Prior to the Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
the Company or the Representative, threatened.

         (b)      The order of the Securities and Exchange Commission referred
to in paragraph (1) of Section 1 shall be in full force and effect.

         If any of the conditions specified in this Section 7 shall not have
been fulfilled, this Agreement and all obligations of the Company hereunder may
be cancelled on or at any time prior to the Closing Date by the Company. Notice
of such cancellation shall be given to the Underwriters in writing or by
telephone or facsimile transmission confirmed in writing.

         8.       Reimbursement of Underwriters' Expenses. If the sale of the
Debt Securities provided for herein is not consummated because any condition to
the obligations of the Underwriters set forth in Section 6 hereof is not
satisfied or because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any provision hereof,
other than by reason of a default by any of the Underwriters, the Company will
reimburse the Underwriters severally upon demand for all out-of-pocket expenses
that shall have been reasonably incurred by them in connection with the proposed
purchase and sale of the Debt Securities, including the reasonable fees and
disbursements of counsel for the Underwriters.

         9.       Indemnification. (a) The Company agrees to indemnify and hold
harmless each Underwriter and each person who controls any Underwriter within
the meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the registration statement for the registration of the Debt
Securities as originally filed or in any amendment thereof, or in the
Preliminary Prospectus Supplement or the Prospectus or in any amendment thereof
or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading and agrees to reimburse
each such indemnified party for any legal or other expenses as reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damages, liability or action; provided that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for use
therein and provided further that such indemnity with respect to a prospectus
included in the registration statement or any amendment thereto prior to the
supplementing thereof with the Prospectus Supplement shall not inure to the
benefit of any Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or liability purchased
the Debt Securities which are the subject thereof if such person was not sent or
given a copy of the Prospectus (but without the documents incorporated by
reference therein) at or prior to the confirmation of the sale of such Debt
Securities to such person in any case where such delivery is required by the Act
and the untrue statement or omission of a material fact contained in such
Prospectus was corrected in the Prospectus, provided that the Company shall have
delivered the Prospectus, in a timely manner and in sufficient quantities to
permit such delivery by the Underwriters. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.

         (b)      Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who has signed
the Registration Statement and each person, if any, who controls the Company
within the meaning of either the Act or the Exchange Act, to the same extent as
the foregoing indemnity from the Company to the Underwriters but only with
reference to written information furnished to the Company by or on behalf of
such Underwriter through the Representatives specifically for use in the
documents referred to in the foregoing indemnity, and agrees to reimburse each
such indemnified party for any legal or other expenses



                                       8


reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action. This indemnity agreement will be
in addition to any liability which any Underwriter may otherwise have.

         (c)      Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 9, notify the indemnifying party in writing of the
commencement thereof; but the omission to so notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under this Section 9. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and, to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel satisfactory to
such indemnified party; provided that if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to assume such
legal defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to assume the
defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party under this
Section 9 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel and one local counsel,
approved by the Representatives in the case of subparagraph (a), representing
the indemnified parties under subparagraphs (a) or (b), as the case may be, who
are parties to such action), (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).

         (d)      If the indemnification provided for in this Section 9 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other from the offering of the Debt Securities. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover page of the Prospectus Supplement. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or the Underwriters on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Underwriters agree that it would
not be just and equitable if contributions pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no

                                       9


Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Debt Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

         (e)      The obligations of the Company under this Section 9 shall be
in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 9 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

         10.      Default by an Underwriter. (a) If any Underwriter shall
default in its obligation to purchase the Debt Securities which it has agreed to
purchase hereunder (in this Section called the "Unpurchased Debt Securities"),
the Representatives may in their discretion arrange for themselves or another
party or other parties to purchase such Unpurchased Debt Securities on the terms
contained herein. If within thirty-six hours after such default by any
Underwriter the Representatives do not arrange for the purchase of such
Unpurchased Debt Securities, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties satisfactory to the Representatives to purchase such Unpurchased Debt
Securities on such terms. In the event that, within the respective prescribed
period, the Representatives notify the Company that they have so arranged for
the purchase of such Unpurchased Debt Securities, or the Company notifies the
Representatives that it has so arranged for the purchase of such Unpurchased
Debt Securities, the Representatives or the Company shall have the right to
postpone the Closing Date for such Unpurchased Debt Securities for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such Unpurchased Debt
Securities.

         (b)      If, after giving effect to any arrangements for the purchase
of the Unpurchased Debt Securities of a defaulting Underwriter or Underwriters
by the Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Unpurchased Debt Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Debt Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Debt Securities
which such Underwriter agreed to purchase hereunder and, in addition, to require
each non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Debt Securities which such Underwriter agreed to purchase
hereunder) of the Unpurchased Debt Securities of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

         (c)      If, after giving effect to any arrangements for the purchase
of the Unpurchased Debt Securities of a defaulting Underwriter or Underwriters
by the Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Unpurchased Debt Securities which remains
unpurchased exceeds one-eleventh of the aggregate principal amount of the Debt
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Unpurchased Debt Securities of a defaulting Underwriter
or Underwriters, then this Agreement shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company, except
for the expenses to be borne by the Company and the Underwriters as provided in
Section 5 hereof and the indemnity and contribution agreements in Section 9
hereof; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.



                                       10




         11.      Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representatives, by notice given to the Company
prior to delivery of and payment for all Debt Securities, if prior to such time
(i) trading in securities generally on the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have been established on such
Exchange, (ii) if a banking moratorium shall have been declared either by
Federal, Minnesota or New York State authorities, (iii) if trading in any
securities of the Company shall have been suspended or halted, or (iv) if there
shall have occurred any outbreak or escalation of hostilities involving the
United States or the declaration by the United States of a war or national
emergency or any other calamity or crisis the effect of which on the financial
markets in the United States is such as to make it, in the judgment of the
Representatives, impracticable or inadvisable to proceed with the public
offering or delivery of the Debt Securities on the terms and in the manner
contemplated in the Prospectus.


         12.      Representations and Indemnities to Survive Delivery. The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Underwriters set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or the
Company or any of their respective officers, directors or controlling persons
within the meaning of the Act, and will survive delivery of and payment for the
Debt Securities. The provisions of Sections 5, 8 and 9 hereof shall survive the
termination or cancellation of this Agreement.

         13.      Notices. All communications hereunder will be in writing and,
if sent to the Representatives, will be mailed, delivered or transmitted and
confirmed to them at their address set forth for that purpose in Schedule I
hereto or, if sent to the Company, will be mailed, delivered or transmitted and
confirmed to it at 800 Nicollet Mall, Suite 3000, Minneapolis, Minnesota 55402,
attention Secretary.

         14.      Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 9 hereof, and no
other person will have any right or obligation hereunder.

         15.      Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.

         16.      Counterparts. This Agreement may be executed in counterparts,
all of which, taken together, shall constitute a single agreement among the
parties to such counterparts.

         17.      Representation of the Underwriters. The Representatives
represent and warrant to the Company that they are authorized to act as the
representatives of the Underwriters in connection with this financing and that
the Representatives' execution and delivery of this Agreement and any action
under this Agreement taken by such Representatives will be binding upon all
Underwriters.

         18.      Other. Time shall be of the essence for all purposes of this
Agreement. As used herein, "business day" shall mean any day when the
Commission's office in Washington D.C. is open for business.














                                       11


         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.


                                                      Very truly yours,

                                                      XCEL ENERGY INC.



                                                      By:_____________________
                                                         Vice President

The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.

            [NAME OF REPRESENTATIVE]



By:_______________________________________

For itself or themselves and as Representatives of
the several Underwriters, if any, named in Schedule
II to the foregoing Agreement.

































                                       12


                                   SCHEDULE I

Underwriting Agreement dated ______________

Registration Statement No. 333-______________

Representatives and Addresses:



Debt Securities:

         Designation:

         Principal Amount:

         Supplemental Indenture dated as of:

         Date of Maturity:

          Interest Rate:                 % per annum, payable   and    of each
                                      year, commencing          .

          Purchase Price:                % of the principal amount thereof, plus
                                      accrued interest, if any, from
                                      to the date of payment and delivery.

          Public Offering Price:         % of the principal amount thereof, plus
                                      accrued interest, if any, from          to
                                      the date of payment and delivery.

          Redemption Provisions:


Payment to be made in federal (same day) funds.      ________ Yes  _________ No



         Closing Date and Location:

         Office for Payment of Debt Securities:

         Office for Checking of Debt Securities:





                                   SCHEDULE II


NAME                                                                  AMOUNT
- --------------------------------------------------------------------------------

         Total..................................................
- --------------------------------------------------------------------------------




                                                                       EXHIBIT A

                       FORM OF OPINION OF GARY R. JOHNSON



RE:      $       PRINCIPAL AMOUNT OF DEBT SECURITIES, SERIES DUE        ,     %
         OF XCEL ENERGY INC., A MINNESOTA CORPORATION.

Ladies and Gentlemen:

         For the purpose of rendering this opinion, I have examined the
proceedings taken by Xcel Energy Inc., a Minnesota corporation, herein called
the "Company," with respect to the issue and sale by the Company of $ principal
amount of Debt Securities, Series due        ,    % herein called the "Debt
Securities." In connection therewith I have participated in the preparation of
the proceedings for the issuance and sale of the Debt Securities including the
Underwriting Agreement dated            , between you and the Company relating
to your purchase of the Debt Securities, herein called the "Agreement," and have
either participated in the preparation of or examined the Indenture dated as of
December 1, 2000, as previously amended and supplemented, and the Supplemental
Indenture dated as of           ,     creating the Debt Securities, all from the
Company to Wells Fargo Bank Minnesota, National Association, as Trustee (which
Indenture and Supplemental Indenture are herein collectively called the
"Indenture"). I also have participated in the preparation of or examined the
registration statement and any amendments thereto and the accompanying
prospectuses and any supplements thereto, as filed under the Securities Act of
1933, as amended (the "Act"), with respect to the Debt Securities. Whenever the
terms "Registration Statement" or "Prospectus" are used herein, they shall have
the respective meanings set forth in the Agreement. My examination has extended
to all statutes, records, instruments, and documents which I have deemed
necessary to examine for the purposes of this opinion.

I am of the opinion that:

         1.       The Company is a legally existing corporation under the laws
of the State of Minnesota; has corporate power, right, and authority to do
business and to own property in the states of Minnesota, North Dakota, South
Dakota and Colorado in the manner and as set forth in the Prospectus; has
corporate power, right and authority to own securities of its subsidiaries; and
has corporate power, right, and authority to make the Indenture and issue and
sell the Debt Securities;

         2.       The authorized capital stock of the Company is as set forth in
the Prospectus and all of the issued shares of capital stock of the Company have
been duly authorized and validly issued and are fully paid and non-assessable;

         3.       Each Significant Subsidiary, as defined in the Agreement, of
the Company has been duly incorporated and is validly existing as a corporation
in good standing under the laws of the jurisdiction of its incorporation and is
duly qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which it owns or leases substantial properties
or in which the conduct of its business requires such qualification; all of the
issued and outstanding capital stock of each subsidiary has been duly authorized
and validly issued and is fully paid and non-assessable; and the capital stock
of each such subsidiary owned by the Company, directly or through subsidiaries,
is owned free and clear of any pledge, lien, encumbrance, claim or equity;

         4.       The Agreement has been duly authorized, executed, and
delivered by the Company and is a valid and binding obligation of the Company,
except to the extent that the provisions for indemnities may be held to be
unenforceable as against public policy;

         5.       The Indenture has been duly authorized by appropriate
corporate proceedings on the part of the Company, has been duly executed and
delivered and constitutes a legal, valid, and binding instrument enforceable in
accordance with its terms except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws affecting enforcement of creditors' rights;




                                      A-1


         6.       The issuance of the Debt Securities in accordance with the
terms of the Indenture and the sale and delivery thereof pursuant to the
provisions of the Agreement have been duly authorized by the Company; the
statements made under the caption "Description of Debt Securities" in the
Prospectus, insofar as they purport to summarize provisions of documents
specifically referred to therein, fairly present the information called for with
respect thereto by Form S-3; the Debt Securities are in due legal form,
constitute legal, valid, and binding obligations of the Company, and (subject to
the qualifications expressed in paragraph 5 above with respect to the
enforceability of certain provisions of the Indenture) are enforceable in
accordance with their terms;

         7.       The consummation of the transactions contemplated in the
Agreement and the fulfillment of the terms thereof and compliance by the Company
with all the terms and provisions of the Indenture will not result in a breach
of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust or other agreement or instrument known to me
to which the Company is a party or by which it is bound, or the Restated
Articles of Incorporation, as amended, or By-laws of the Company or, to the best
of my knowledge, any order, rule or regulation applicable to the Company of any
court or of any Federal or state regulatory body or administrative agency or
other governmental body having jurisdiction over the Company or its property;

         8.       The Registration Statement has become effective under the Act.
The Prospectus Supplement (as defined in the Agreement) has been filed pursuant
to Rule 424(b) under the Act, and no proceedings for a stop order have been
instituted or to the knowledge of such counsel are pending or threatened under
Section 8(d) of the Act; the Securities and Exchange Commission has issued a
financing order under the Public Utility Holding Company Act of 1935 which order
authorizes the issuance of the Debt Securities; the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"); and no further approval of, authorization, consent, certificate
or order of any governmental body, federal, state or other, is required in
connection with the issuance and sale of the Debt Securities by the Company to
you as provided in the Agreement, except as may be required by state securities
laws;

         9.       At the time the Registration Statement became effective, the
Registration Statement (other than the financial statements and supporting
schedules included or incorporated by reference therein, as to which no opinion
is being expressed) complied as to form in all material respects with the
requirements of the Act, the rules and regulations thereunder, the Trust
Indenture Act and the rules and regulations thereunder;

         10.      I do not know of any legal or governmental proceedings
required to be described in the Prospectus which are not described as required
nor of any contracts or documents of a character required to be described in the
Registration Statement or Prospectus or to be filed as exhibits to the
Registration Statement which are not described and filed as required; and

         11.      All statements contained in the Registration Statement and
Prospectus under the caption "Description of Debt Securities" purporting to set
forth the opinion of counsel or purporting to be based upon the opinion of
counsel correctly set forth my opinion on said respective matters.

         In the course of my participation in the preparation of the
Registration Statement and Prospectus I made investigations as to the accuracy
of certain of the statements of fact contained therein, I discussed other
matters with officers, employees, and representatives of the Company, and I
examined various corporate records and data. While I do not pass upon or assume
responsibility for, and shall not be deemed to have independently verified, the
accuracy and completeness of the statements contained in the Registration
Statement or Prospectus (except as to matters set forth in paragraphs 9 and 11
above) nothing has come to my attention that would lead me to believe that the
Registration Statement at the time it became effective contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or
that the Prospectus as of the date of the Agreement or at the date hereof
contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.


         In giving opinions as to conformity to the laws of States other than
Minnesota and as to the franchises and titles to property of the Company, I have
in certain instances relied upon the opinion of other counsel employed or
retained by the Company to render opinions in respect thereto.

                                        Respectfully submitted,



                                        By:____________________________________
                                           Gary R. Johnson
                                           Vice President and General Counsel
                                           Xcel Energy Inc.






                                      A-2

EX-1.02

                                                                    EXHIBIT 1.02

                                XCEL ENERGY INC.
                            (a Minnesota corporation)

                                     FORM OF
                             UNDERWRITING AGREEMENT
                                FOR COMMON STOCK
                           (PAR VALUE $2.50 PER SHARE)


To the Representatives named in Schedule I
    hereto of the Underwriters named in
    Schedule II hereto

Dear Ladies and Gentlemen:

         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"), an aggregate of
           shares (the "Shares") of common stock, par value $2.50 per share, of
the Company, including the associated common stock purchase rights (the "Common
Stock").

         1.  Representations and Warranties by the Company. The Company
represents and warrants to, and agrees with, each Underwriter that:

         (a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act") and has filed with the Securities
and Exchange Commission (the "Commission") a registration statement on such
Form, including a prospectus, for the registration under the Act of the Shares,
which registration statement has become effective. Such registration statement
and prospectus may have been amended or supplemented from time to time prior to
the date of this Agreement (which date is set forth in Schedule I hereto). Any
such amendment or supplement was filed with the Commission and any such
amendment has become effective. The Company will file with the Commission a
prospectus supplement (the "Prospectus Supplement") relating to the Shares
pursuant to Rule 424 and/or Rule 434 under the Act. Copies of such registration
statement and prospectus, any such amendment or supplement and all documents
incorporated by reference therein which were filed with the Commission on or
prior to the date of this Agreement have been delivered to you and copies of the
Prospectus Supplement will be delivered to you promptly after it is filed with
the Commission. Such registration statement, as amended prior to the date of
this Agreement, and such prospectus, as amended and supplemented prior to the
date of this Agreement and as supplemented by the Prospectus Supplement, are
hereinafter called the "Registration Statement" and the "Prospectus",
respectively. Any reference herein to the Registration Statement or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") on or before
the date of this Agreement and, if the Company files any document pursuant to
the Exchange Act after the date of this Agreement and prior to the termination
of the offering of the Shares by the Underwriters, which documents are deemed to
be incorporated by reference into the Prospectus, the term "Prospectus" shall
refer also to said prospectus as supplemented by the documents so filed from and
after the time said documents are filed with the Commission. There are no
contracts or documents of the Company or any of its subsidiaries that are
required to be filed as exhibits to the Registration Statement or any documents
incorporated by reference therein by the Act, the Exchange Act or the rules and
regulations thereunder which have not been so filed.

         (b) No order preventing or suspending the use of the Prospectus or the
Registration Statement has been issued by the Commission and the Registration
Statement, at the date of this Agreement, complied in all material respects with
the requirements of the Act and the respective rules and regulations of the
Commission thereunder and did not contain any untrue statement of a material
fact or omit any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and, at the time the
Prospectus Supplement is filed with the Commission and at the Closing Date (as
hereinafter defined), the Prospectus will comply in all material respects with
the Act and the rules and regulations of the Commission thereunder and will not





                                        1




contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading; provided that the Company makes no representations or warranties
as to the information contained in or omitted from the Registration Statement or
the Prospectus in reliance upon and in conformity with information furnished in
writing to the Company by or on behalf of any Underwriter through the
Representatives specifically for use in the Registration Statement or
Prospectus.

         (c) The documents incorporated by reference in the Prospectus, when
they were filed with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the rules and regulations of the Commission
thereunder, and any documents so filed and incorporated by reference subsequent
to the date of this Agreement will, when they are filed with the Commission,
conform in all material respects to the requirements of the Exchange Act, and
the rules and regulations of the Commission thereunder; and none of such
documents include or will include any untrue statement of a material fact or
omit or will omit to state any material fact required to be stated therein or
necessary to make the statements therein in the light of the circumstances under
which they were made not misleading.

         (d) Arthur Andersen LLP, which audited certain of the financial
statements incorporated by reference in the Registration Statement, is an
independent public accountant as required by the Act and the rules and
regulations of the Commission thereunder.

         (e) The financial statements of the Company and its consolidated
subsidiaries filed as a part of or incorporated by reference in the Registration
Statement or Prospectus fairly present the financial position of the Company and
its consolidated subsidiaries as of the dates indicated and the results of their
operations and changes in financial position for the periods specified, and have
been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved, except as
disclosed in the Prospectus Supplement.

         (f) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Minnesota with due
corporate authority to carry on the business in which it is engaged and to own
and operate the properties used by it in such business, as described in the
Prospectus; the Company is qualified to do business as a foreign corporation and
is in good standing under the laws of the States of North Dakota, South Dakota
and Colorado; and the Company is not required by the nature of its business to
be licensed or qualified as a foreign corporation in any other state or
jurisdiction; and, except as set forth in the Prospectus Supplement, the Company
has all material licenses and approvals required at the date hereof to conduct
its business.

         (g) Each subsidiary of the Company named in Exhibit 21.01 to the
Company's most recent Annual Report on Form 10-K ("Significant Subsidiary") has
been duly incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation and is duly qualified as
a foreign corporation to transact business and is in good standing in each
jurisdiction in which it owns or leases substantial properties or in which the
conduct of its business requires such qualification; all of the issued and
outstanding capital stock of each such subsidiary has been duly authorized and
validly issued and is fully paid and non-assessable; and the capital stock of
each such subsidiary owned by the Company, directly or through subsidiaries, is
owned free and clear of any pledge, lien, encumbrance, claim or equity.

         (h) Neither the Company nor any of its subsidiaries has sustained since
the date of the latest audited financial statements included or incorporated by
reference in the Prospectus any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Prospectus
Supplement; and, since the respective dates as of which information is given in
the Registration Statement and the Prospectus Supplement, neither the Company
nor any of its subsidiaries has incurred any liabilities or obligations, direct
or contingent, or entered into any transactions, not in the ordinary course of
business, which are material to the Company and its subsidiaries, and there has
not been any material change in the capital stock or long-term debt of the
Company or any of its subsidiaries or any material adverse change, or any
development involving a prospective material adverse change, in or affecting the
general affairs, management, financial position, stockholders' equity or results
of operations of the Company and its subsidiaries, otherwise than as set forth
or contemplated in the Prospectus Supplement.




                                       2



         (i) Neither the execution and delivery of this Agreement, the issuance
and delivery of the Shares, the consummation of the transactions herein
contemplated, the fulfillment of the terms hereof, nor compliance with the terms
and provisions of this Agreement, will conflict with, or result in the breach
of, any of the terms, provisions or conditions of the Restated Articles of
Incorporation, as amended, or by-laws of the Company, or of any contract,
agreement or instrument to which the Company is a party or in which the Company
has a beneficial interest or by which the Company is bound or of any order, rule
or regulation applicable to the Company of any court or of any federal or state
regulatory body or administrative agency or other governmental body having
jurisdiction over the Company or over its properties.

         (j) The Shares have been duly authorized for issuance and sale pursuant
to this Agreement and, when issued and delivered and paid for as provided
herein, will be duly authorized, validly issued and fully paid and nonassessable
and will conform to the description of the Common Stock in the Registration
Statement and Prospectus. Shareholders of the Company will have no preemptive
rights with respect to the issuance of the Shares.

         (k) The Agreement has been duly and validly authorized, executed and
delivered by the Company.

         (l) [The Securities and Exchange Commission has issued a financing
order under the Public Utility Holding Company Act of 1935, which order
authorizes the issuance of the Shares, and no other approval of any regulatory
public body, state or federal, is, or will be at the Closing Date (as
hereinafter defined), necessary in connection with the issuance and sale of the
Shares pursuant to this Agreement, other than approvals that may be required
under state securities laws.]

         (m) The Company has good and valid title to all real and fixed property
and leasehold rights which are owned by it, subject only to taxes and
assessments not yet delinquent; as to parts of the Company's property, certain
easements, conditions, restrictions, leases, and similar encumbrances which do
not affect the Company's use of such property in the usual course of its
business, and certain minor defects in titles which are not material, and
defects in titles to certain properties which are not essential to the Company's
business; and mechanics' lien claims being contested or not of record or for the
satisfaction or discharge of which adequate provision has been made by the
Company; and any real property and buildings held under lease by the Company is
held by it under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be
made of such property and buildings by the Company.

         (n) Other than as set forth or contemplated in the Prospectus as of the
date hereof, there are no legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject which, if determined adversely
to the Company or any of its subsidiaries, would individually or in the
aggregate have a material adverse effect on the consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries; and, to the best of the Company's knowledge, no such proceedings
are threatened or contemplated by governmental authorities or threatened by
others.

         (o) The Company is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended.

         (p) Except as set forth in the Prospectus Supplement, the Company and
its subsidiaries (A) are in compliance with any and all applicable federal,
state and local laws and regulations relating to the protection of human health
and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants ("Environmental Laws"), (B) have received all
permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct its respective business and (C) are in compliance
with all terms and conditions of any such permits, licenses or approvals, except
where such noncompliance with Environmental Laws, failure to receive required
permits, licenses or other approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals would not, singly or in the
aggregate, have a material adverse effect on the Company and its subsidiaries,
taken as a whole.

         2.  Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to the Representatives and each other Underwriter, and the
Representatives and each other Underwriter agree, severally and not jointly, to
purchase from the Company, at





                                       3



the purchase price of $     per share, the total number of Shares set forth
opposite their respective names in Schedule II hereto.

         3.  Delivery and Payment. Delivery of and payment for the Shares shall
be made at the place, date and time specified in Schedule I hereto (or such
other place, date and time not later than eight full business days thereafter as
the Representatives and the Company shall designate), which date and time may be
postponed by agreement between the Representatives and the Company (such date
and time being herein called the "Closing Date"). Delivery of the Shares shall
be made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by certified or official bank check or checks payable in New York
Clearing House (next day) funds or, if so indicated in Schedule I hereto, in
federal (same day) funds. The Shares will be delivered in certificated
registered form. The Shares will be registered in the names of the Underwriters
and in the principal amounts set forth in Schedule II hereto except that if the
Company receives a written request from the Representatives prior to noon on the
second business day preceding the Closing Date giving the names in which the
Shares are to be registered and the denominations thereof the Company will
deliver the Shares so registered. Certificates for the Shares will be made
available to the Representatives for checking in New York, New York, not later
than 2:00 p.m., New York City time, on the business day preceding the Closing
Date.

         4.  Agreements. The Company agrees with the several Underwriters that:

         (a) With the consent of the Representatives, the Company will cause the
Prospectus Supplement to be filed pursuant to Rule 424(b) and/or Rule 434 under
the Act and will notify the Representatives promptly of such filing. During the
period for which a prospectus relating to the Shares is required to be delivered
under the Act, the Company will promptly advise the Representatives (i) when any
amendment to the Registration Statement shall have become effective, (ii) when
any subsequent supplement to the Prospectus (including documents deemed to be
incorporated by reference into the Prospectus) has been filed, (iii) of any
request by the Commission for any amendment of or supplement to the Registration
Statement or the Prospectus or for any additional information, and (iv) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any proceedings for
that purpose. The Company will not file any amendment of the Registration
Statement or supplement to the Prospectus (including documents deemed to be
incorporated by reference into the Prospectus) unless the Company has furnished
to the Representatives a copy for your review prior to filing and will not file
any such proposed amendment or supplement to which the Representatives
reasonably object. The Company will use its best efforts to prevent the issuance
of any such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.

         (b) If, at any time when a prospectus relating to the Shares are
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, or if it shall be necessary at any time to amend or
supplement the Prospectus to comply with the Act or the Exchange Act or the
respective rules and regulations of the Commission thereunder, the Company
promptly, subject to paragraph (a) of this Section 4, will prepare and file an
amendment or supplement to the Prospectus with the Commission or will make a
filing with the Commission pursuant to Section 13 or 14 of the Exchange Act,
which will correct such statement or omission or will effect such compliance.

         (c) The Company will make generally available to its security holders
and to the Representatives a consolidated earnings statement (which need not be
audited) of the Company, for a twelve-month period beginning after the date of
the Prospectus Supplement filed pursuant to Rule 424(b) and/or Rule 434 under
the Act, as soon as is reasonably practicable after the end of such period, but
in any event no later than eighteen months after the "effective date of the
Registration Statement" (as defined in Rule 158(c) under the Act), which will
satisfy the provision of Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including at the option of the Company, Rule 158).

         (d) The Company will furnish to each of the Representatives a signed
copy of the Registration Statement as originally filed and of each amendment
thereto, including all powers of attorney, consents and exhibits filed therewith
(other than exhibits incorporated by reference), and will deliver to the
Representatives conformed






                                       4



copies of the Registration Statement, the Prospectus (including all documents
incorporated by reference therein) and, so long as delivery of a prospectus by
an Underwriter or dealer may be required by the Act, all amendments of and
supplements to such documents, in each case as soon as available and in such
quantities as the Representatives may reasonably request.

         (e) The Company will furnish such information, execute such instruments
and take such action as may be required to qualify the Shares for sale under the
laws of such jurisdictions as the Representatives may designate and will
maintain such qualifications in effect so long as required for the distribution
of the Shares; provided that the Company shall not be required to qualify to do
business in any jurisdiction where it is not now so qualified or to take any
action which would subject it to general or unlimited service of process in any
jurisdiction where it is not now so subject.

         (f) So long as the Shares are outstanding, the Company will furnish (or
cause to be furnished) to each of the Representatives, upon request, copies of
(i) all reports to stockholders of the Company and (ii) all reports and
financial statements filed with the Commission or any national securities
exchange.

         (g) During the period beginning from the date of this Agreement and
continuing to the Closing Date, the Company will not offer, sell, or otherwise
dispose of any securities of the Company (except under prior contractual
commitments which have been disclosed to you), without the prior written consent
of the Representatives, which consent shall not be unreasonably withheld.

         (h) The Company will use its best efforts to list, subject to notice of
issuance, the Shares on the New York, Pacific and Chicago Stock Exchanges.

         5. Expenses. Whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay all costs and
expenses incident to the performance of the obligations of the Company
hereunder, including, without limiting the generality of the foregoing, all
costs, taxes and expenses incident to the issue and delivery of the Shares to
the Underwriters, all fees and expenses of the Company's counsel and
accountants, all costs and expenses incident to the preparing, printing and
filing of the Registration Statement (including all exhibits thereto), the
Prospectus (including all documents incorporated by reference therein) and any
amendments thereof or supplements thereto, all costs and expenses (including
fees and expenses of counsel) incurred in connection with "blue sky"
qualifications and the determination of the legality of the Shares for
investment by institutional investors, and all costs and expenses of the
printing and distribution of all documents in connection with this underwriting.
Except as provided in this Section 5 and Section 8 hereof, the Underwriters will
pay all their own costs and expenses, including the fees of their counsel and
any advertising expenses in connection with any offer they may make.

         6. Conditions to the Obligations of the Underwriters. The obligations
of the Underwriters to purchase the Shares shall be subject, in the discretion
of the Representatives, to the accuracy of the representations and warranties on
the part of the Company contained herein as of the date hereof and the Closing
Date, to the accuracy of the statements of Company officers made in any
certificates given pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:

         (a) The Prospectus Supplement relating to the Shares shall have been
filed with the Commission pursuant to Rule 424(b) and/or Rule 434 within the
applicable time period prescribed for such filing by the rules and regulations
under the Act and in accordance with Section 4(a) hereof; no stop order
suspending the effectiveness of the Registration Statement or any part thereof
shall have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to the
Representatives' reasonable satisfaction.

         (b) The Representatives shall be furnished with opinions, dated the
Closing Date, of Gary R. Johnson, Vice President and General Counsel of the
Company, substantially in the form included as Exhibit A.

         (c) The Representatives shall have received from Jones, Day, Reavis &
Pogue, Chicago, Illinois, counsel for the Underwriters, such opinion or opinions
dated the Closing Date with respect to the incorporation of





                                       5



the Company, this Agreement, the Shares, the Registration Statement, the
Prospectus and other related matters as the Representatives may reasonably
require, and the Company shall have furnished to such counsel such documents as
they reasonably request for the purpose of enabling them to pass upon such
matters.

         (d) The Company shall have furnished to the Representatives a
certificate of the President or any Vice President of the Company, dated the
Closing Date, as to the matters set forth in clause (a) and (h) of this Section
6 and to the further effect that the signers of such certificate have carefully
examined the Registration Statement, the Prospectus and this Agreement and that:

             (i) the representations and warranties of the Company in this
         Agreement are true and correct on and as of the Closing Date with the
         same effect as if made on the Closing Date, and the Company has
         complied with all the agreements and satisfied all the conditions on
         its part to be performed or satisfied at or prior to the Closing Date;
         and

             (ii) there has been no material adverse change in the condition of
         the Company and its subsidiaries taken as a whole, financial or
         otherwise, or in the earnings, affairs or business prospects of the
         Company and its subsidiaries taken as a whole, whether or not arising
         in the ordinary course of business, from that set forth or contemplated
         by the Registration Statement or Prospectus Supplement.

         (e) The Representatives shall have received a letter from Arthur
Andersen LLP, independent public accountant for the Company (dated the date of
this Agreement and Closing Date, respectively, and in form and substance
satisfactory to the Representatives) advising that (i) they are an independent
public accountant as required by the Act and published rules and regulations of
the Commission thereunder, (ii) in their opinion, the consolidated financial
statements and supplemental schedules incorporated by reference in the
Registration Statement and covered by their opinion filed with the Commission
under Section 13 of the Exchange Act comply as to form in all material respects
with the applicable accounting requirements of the Exchange Act and the
published rules and regulations of the Commission thereunder, (iii) they have
performed limited procedures, not constituting an audit, including a reading of
the latest available interim financial statements of the Company and its
consolidated subsidiaries, a reading of the minutes of meetings of the Board of
Directors, committees thereof, and of the Shareholders, of the Company and its
subsidiaries since the date of the most recent audited financial statements
included or incorporated by reference in the Prospectus, inquiries of officials
of the Company and its subsidiaries responsible for financial accounting matters
and such other inquiries and procedures as may be specified in such letter, and
on the basis of such limited review and procedures nothing came to their
attention that caused them to believe that: (a) any material modifications
should be made to any unaudited consolidated financial statements of the Company
included or incorporated by reference in the Registration Statement or
Prospectus for them to be in conformity with generally accepted accounting
principles or any unaudited consolidated financial statements of the Company
included or incorporated by reference in the Registration Statement or
Prospectus do not comply as to form in all material respects with the applicable
accounting requirements of the Exchange Act and the rules and regulations of the
Commission applicable to Form 10-Q; and (b) with respect to the period
subsequent to the date of the most recent financial statements included or
incorporated by reference in the Prospectus and except as set forth in or
contemplated by the Registration Statement or Prospectus, there were any
changes, at a specified date not more than five business days prior to the date
of the letter, in the capital stock of the Company, increases in long-term debt
or decreases in stockholders' equity or net current assets of the Company and
its consolidated subsidiaries as compared with the amounts shown on the most
recent consolidated balance sheet included or incorporated in the Prospectus, or
for the period from the date of the most recent financial statements included or
incorporated by reference in the Prospectus to such specified date there were
any decreases, as compared with the corresponding period in the preceding year,
in operating revenues, operating income, net income, or earnings per share of
Common Stock of the Company and its subsidiaries, except in all instances for
changes or decreases set forth in such letter, in which case the letter shall be
accompanied by an explanation by the Company as to the significance thereof
unless said explanation is not deemed necessary by the Representatives; and (iv)
they have carried out specified procedures performed for the purpose of
comparing certain specified financial information and percentages (which is
limited to financial information derived from general accounting records of the
Company) included or incorporated by reference in the Registration Statement and
Prospectus with indicated amounts in the financial statements or accounting
records of the Company and (excluding any questions of legal interpretation)
have found such information and percentages to be in agreement with the relevant
accounting and financial information of the Company referred to in such letter
in the description of the procedures performed by them.




                                       6



         (f) Subsequent to the respective dates as of which information is given
in the Registration Statement and the Prospectus, there shall not have been any
change or decrease specified in the letter or letters referred to in paragraph
(e) of this Section 6 which makes it impractical or inadvisable in the judgment
of the Representatives to proceed with the public offering or the delivery of
the Shares on the terms and in the manner contemplated by the Prospectus.

         (g) Subsequent to the date hereof, no downgrading shall have occurred,
nor shall any notice have been given of any intended or potential downgrading or
of any review for a possible change that does not indicate the direction of the
possible change, in the rating accorded the Company's debt securities or
preferred stock by any "nationally recognized statistical rating organization,"
as that term is defined by the Commission for purposes of Rule 436(g)(2) under
the Act.

         (h) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Prospectus
Supplement, and (ii) since the date of this Agreement, neither the Company nor
any of its subsidiaries shall have incurred any liabilities or obligations,
direct or contingent, or entered into any transactions, not in the ordinary
course of business, which are material to the Company and its subsidiaries, and
there shall not have been any change in the capital stock or long-term debt of
the Company or any of its subsidiaries or any change, or any development
involving a prospective change, in or affecting the general affairs, management,
financial position, stockholders' equity or results of operations of the Company
and its subsidiaries otherwise than as set forth or contemplated in the
Prospectus Supplement, the effect of which, in any such case described in clause
(i) or (ii) is in the judgment of the Underwriters so material and adverse as to
make it impracticable or inadvisable to proceed with the public offering or the
delivery of the Shares on the terms and in the manner contemplated by the
Prospectus.

         (i) No Representative shall have advised the Company that the
Registration Statement or Prospectus, or any amendment or supplement thereto,
contains an untrue statement of fact which in the opinion of counsel for the
Underwriters is material or omits to state a fact which in the opinion of
counsel for the Underwriters is material and is required to be stated therein or
is necessary to make the statements therein not misleading.

         (j) Prior to the Closing Date, the Company shall have furnished to the
Representatives such further information, certificates and documents as they may
reasonably request.

         If any of the conditions specified in this Section 6 shall not have
been fulfilled when and as required by this Agreement, or if any of the opinions
and certificates mentioned above or elsewhere in this Agreement shall not be
satisfactory in form and substance to the Representatives and their counsel,
this Agreement and all obligations of the Underwriters hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Representatives.
Notice of such cancellation shall be given to the Company in writing, or by
telephone or telegraph confirmed in writing.

         7. Conditions of Company's Obligations. The obligations of the Company
to sell and deliver the Shares are subject to the following conditions:

         (a) Prior to the Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
the Company or the Representative, threatened.

         (b) The order of the Securities and Exchange Commission referred to in
paragraph (1) of Section 1 shall be in full force and effect.

         If any of the conditions specified in this Section 7 shall not have
been fulfilled, this Agreement and all obligations of the Company hereunder may
be cancelled on or at any time prior to the Closing Date by the Company. Notice
of such cancellation shall be given to the Underwriters in writing or by
telephone or facsimile transmission confirmed in writing.






                                       7



         8. Reimbursement of Underwriters' Expenses. If the sale of the Shares
provided for herein is not consummated because any condition to the obligations
of the Underwriters set forth in Section 6 hereof is not satisfied or because of
any refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof, other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally upon demand for all out-of-pocket expenses that shall have been
reasonably incurred by them in connection with the proposed purchase and sale of
the Shares, including the reasonable fees and disbursements of counsel for the
Underwriters.

         9. Indemnification. (a) The Company agrees to indemnify and hold
harmless each Underwriter and each person who controls any Underwriter within
the meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the registration statement for the registration of the Shares
as originally filed or in any amendment thereof, or in the Preliminary
Prospectus Supplement or the Prospectus or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading and agrees to reimburse
each such indemnified party for any legal or other expenses as reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damages, liability or action; provided that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for use
therein and provided further that such indemnity with respect to a prospectus
included in the registration statement or any amendment thereto prior to the
supplementing thereof with the Prospectus Supplement shall not inure to the
benefit of any Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or liability purchased
the Shares which are the subject thereof if such person was not sent or given a
copy of the Prospectus (but without the documents incorporated by reference
therein) at or prior to the confirmation of the sale of such Shares to such
person in any case where such delivery is required by the Act and the untrue
statement or omission of a material fact contained in such Prospectus was
corrected in the Prospectus, provided that the Company shall have delivered the
Prospectus, in a timely manner and in sufficient quantities to permit such
delivery by the Underwriters. This indemnity agreement will be in addition to
any liability which the Company may otherwise have.

         (b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who has signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to the Underwriters but only with reference
to written information furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for use in the documents
referred to in the foregoing indemnity, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have.

         (c) Promptly after receipt by an indemnified party under this Section 9
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 9, notify the indemnifying party in writing of the commencement thereof;
but the omission to so notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section 9. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and, to the extent
that it may elect by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; provided
that if the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to




                                       8



assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 9 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel and one local counsel,
approved by the Representatives in the case of subparagraph (a), representing
the indemnified parties under subparagraphs (a) or (b), as the case may be, who
are parties to such action), (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).

         (d) If the indemnification provided for in this Section 9 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other from the offering of the Shares. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice required under
subsection (c) above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover page of the Prospectus Supplement. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or the Underwriters on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Underwriters agree that it would
not be just and equitable if contributions pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Shares underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

         (e) The obligations of the Company under this Section 9 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 9 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

         11. Default by an Underwriter. (a) If any Underwriter shall default in
its obligation to purchase the Shares which it has agreed to purchase hereunder
(in this Section called the "Unpurchased Shares"), the





                                       9



Representatives may in their discretion arrange for themselves or another party
or other parties to purchase such Unpurchased Shares on the terms contained
herein. If within thirty-six hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Unpurchased Shares, then
the Company shall be entitled to a further period of thirty-six hours within
which to procure another party or other parties satisfactory to the
Representatives to purchase such Unpurchased Shares on such terms. In the event
that, within the respective prescribed period, the Representatives notify the
Company that they have so arranged for the purchase of such Unpurchased Shares,
or the Company notifies the Representatives that it has so arranged for the
purchase of such Unpurchased Shares, the Representatives or the Company shall
have the right to postpone the Closing Date for such Unpurchased Shares for a
period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used in
this Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with
respect to such Unpurchased Shares.

         (b) If, after giving effect to any arrangements for the purchase of the
Unpurchased Shares of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Unpurchased Shares which remains unpurchased
does not exceed one-eleventh of the aggregate principal amount of the Shares,
then the Company shall have the right to require each non-defaulting Underwriter
to purchase the principal amount of Shares which such Underwriter agreed to
purchase hereunder and, in addition, to require each non-defaulting Underwriter
to purchase its pro rata share (based on the principal amount of Shares which
such Underwriter agreed to purchase hereunder) of the Unpurchased Shares of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

         (c) If, after giving effect to any arrangements for the purchase of the
Unpurchased Shares of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Unpurchased Shares which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Shares, as
referred to in subsection (b) above, or if the Company shall not exercise the
right described in subsection (b) above to require non-defaulting Underwriters
to purchase Unpurchased Shares of a defaulting Underwriter or Underwriters, then
this Agreement shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be borne
by the Company and the Underwriters as provided in Section 5 hereof and the
indemnity and contribution agreements in Section 9 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

         12. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for all Shares, if prior to such time (i) trading in
securities generally on the New York Stock Exchange shall have been suspended or
limited or minimum prices shall have been established on such Exchange, (ii) if
a banking moratorium shall have been declared either by Federal, Minnesota or
New York State authorities, (iii) if trading in any securities of the Company
shall have been suspended or halted, or (iv) if there shall have occurred any
outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a war or national emergency or any other
calamity or crisis the effect of which on the financial markets in the United
States is such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to proceed with the public offering or delivery of
the Shares on the terms and in the manner contemplated in the Prospectus.

         13. Representations and Indemnities to Survive Delivery. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
their respective officers, directors or controlling persons within the meaning
of the Act, and will survive delivery of and payment for the Shares. The
provisions of Sections 5, 8 and 9 hereof shall survive the termination or
cancellation of this Agreement.

         14. Notices. All communications hereunder will be in writing and, if
sent to the Representatives, will be mailed, delivered or transmitted and
confirmed to them at their address set forth for that purpose in Schedule I



                                       10



hereto or, if sent to the Company, will be mailed, delivered or transmitted and
confirmed to it at 800 Nicollet Mall, Suite 3000, Minneapolis, Minnesota 55402,
attention Secretary.

         15. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 9 hereof, and no
other person will have any right or obligation hereunder.

         16. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.

         17. Counterparts. This Agreement may be executed in counterparts, all
of which, taken together, shall constitute a single agreement among the parties
to such counterparts.

         18. Representation of the Underwriters. The Representatives represent
and warrant to the Company that they are authorized to act as the
representatives of the Underwriters in connection with this financing and that
the Representatives' execution and delivery of this Agreement and any action
under this Agreement taken by such Representatives will be binding upon all
Underwriters.

         19. Other. Time shall be of the essence for all purposes of this
Agreement. As used herein, "business day" shall mean any day when the
Commission's office in Washington D.C. is open for business.

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.


                                                   Very truly yours,

                                                   XCEL ENERGY INC.



                                                   By:
                                                       ------------------------
                                                       Vice President

The foregoing Agreement is hereby confirmed
and accepted as of the date first above
written.

         [NAME OF REPRESENTATIVE]



By:
    -----------------------------------

For itself or themselves and as Representatives
of the several Underwriters, if any, named in
Schedule II to the foregoing Agreement.




                                       11




                                   SCHEDULE I

Underwriting Agreement dated ________________

Registration Statement No. 333-______________

Representatives and Addresses:



Payment to be made in federal (same day) funds.      _________ Yes   _______ No

Closing Date and Location:

Office for Payment of Shares:

Office for Checking of Shares:




                                   SCHEDULE II


                                                               TOTAL NUMBER OF
                                                                SHARES TO BE
NAME                                                              PURCHASED
- -------------------------------------------------------------------------------

         Total.............................................
- -------------------------------------------------------------------------------






                                                                       EXHIBIT A

                       FORM OF OPINION OF GARY R. JOHNSON



RE:               SHARES OF COMMON STOCK, PAR VALUE $2.50 PER SHARE, OF XCEL
         ENERGY INC., A MINNESOTA CORPORATION.

Ladies and Gentlemen:

         For the purpose of rendering this opinion, I have examined the
proceedings taken by Xcel Energy Inc., a Minnesota corporation, herein called
the "Company," with respect to the issue and sale by the Company of shares of
common stock, par value $2.50 per share, including the associated common stock
purchase rights (the "Shares"). In connection therewith I have participated in
the preparation of the proceedings for the issuance and sale of the Shares
including the Underwriting Agreement dated , between you and the Company
relating to your purchase of the Shares, herein called the "Agreement". I also
have participated in the preparation of or examined the registration statement
and any amendments thereto and the accompanying prospectuses and any supplements
thereto, as filed under the Securities Act of 1933, as amended (the "Act"), with
respect to the Shares. Whenever the terms "Registration Statement" or
"Prospectus" are used herein, they shall have the respective meanings set forth
in the Agreement. My examination has extended to all statutes, records,
instruments, and documents which I have deemed necessary to examine for the
purposes of this opinion.

I am of the opinion that:

         1.   The Company is a legally existing corporation under the laws of
the State of Minnesota; has corporate power, right, and authority to do business
and to own property in the states of Minnesota, North Dakota, South Dakota and
Colorado in the manner and as set forth in the Prospectus; has corporate power,
right and authority to own securities of its subsidiaries; and has corporate
power, right, and authority to issue and sell the Shares;

         2.   The authorized capital stock of the Company is as set forth in the
Prospectus and all of the issued shares of capital stock of the Company have
been duly authorized and validly issued and are fully paid and non-assessable;

         3.   Each Significant Subsidiary, as defined in the Agreement, of the
Company has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction of its incorporation and is
duly qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which it owns or leases substantial properties
or in which the conduct of its business requires such qualification; all of the
issued and outstanding capital stock of each subsidiary has been duly authorized
and validly issued and is fully paid and non-assessable; and the capital stock
of each such subsidiary owned by the Company, directly or through subsidiaries,
is owned free and clear of any pledge, lien, encumbrance, claim or equity;

         4.   The Agreement has been duly authorized, executed, and delivered by
the Company and is a valid and binding obligation of the Company, except to the
extent that the provisions for indemnities may be held to be unenforceable as
against public policy;

         5.   The issuance of the Shares by the Company in accordance with the
terms of this Agreement have been duly authorized by the Company; the statements
made under the caption "Description of Common Stock" in the Prospectus, insofar
as they purport to summarize provisions of documents specifically referred to
therein, fairly present the information called for with respect thereto by Form
S-3;

         6.   The consummation of the transactions contemplated in the Agreement
and the fulfillment of the terms thereof will not result in a breach of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust or other agreement or instrument known to me to which
the Company is a party or




                                       A-1




by which it is bound, or the Restated Articles of Incorporation, as amended, or
By-laws of the Company or, to the best of my knowledge, any order, rule or
regulation applicable to the Company of any court or of any Federal or state
regulatory body or administrative agency or other governmental body having
jurisdiction over the Company or its property;

         7.   The Registration Statement has become effective under the Act. The
Prospectus Supplement (as defined in the Agreement) has been filed pursuant to
Rule 424(b) under the Act, and no proceedings for a stop order have been
instituted or to the knowledge of such counsel are pending or threatened under
Section 8(d) of the Act; the Securities and Exchange Commission has issued a
financing order under the Public Utility Holding Company Act of 1935 which order
authorizes the issuance of the Shares; and no further approval of,
authorization, consent, certificate or order of any governmental body, federal,
state or other, is required in connection with the issuance and sale of the
Shares by the Company to you as provided in the Agreement, except as may be
required by state securities laws;

         8.   At the time the Registration Statement became effective, the
Registration Statement (other than the financial statements and supporting
schedules included or incorporated by reference therein, as to which no opinion
is being expressed) complied as to form in all material respects with the
requirements of the Act and the rules and regulations thereunder;

         9.   I do not know of any legal or governmental proceedings required to
be described in the Prospectus which are not described as required nor of any
contracts or documents of a character required to be described in the
Registration Statement or Prospectus or to be filed as exhibits to the
Registration Statement which are not described and filed as required; and

         10.  All statements contained in the Registration Statement and
Prospectus under the caption "Description of Common Stock" purporting to set
forth the opinion of counsel or purporting to be based upon the opinion of
counsel correctly set forth my opinion on said respective matters.

         In the course of my participation in the preparation of the
Registration Statement and Prospectus I made investigations as to the accuracy
of certain of the statements of fact contained therein, I discussed other
matters with officers, employees, and representatives of the Company, and I
examined various corporate records and data. While I do not pass upon or assume
responsibility for, and shall not be deemed to have independently verified, the
accuracy and completeness of the statements contained in the Registration
Statement or Prospectus (except as to matters set forth in paragraphs 8 and 10
above) nothing has come to my attention that would lead me to believe that the
Registration Statement at the time it became effective contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or
that the Prospectus as of the date of the Agreement or at the date hereof
contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

         In giving opinions as to conformity to the laws of States other than
Minnesota and as to the franchises and titles to property of the Company, I have
in certain instances relied upon the opinion of other counsel employed or
retained by the Company to render opinions in respect thereto.

                                       Respectfully submitted,



                                       By:
                                          -------------------------------------
                                          Gary R. Johnson
                                          Vice President and General Counsel
                                          Xcel Energy Inc.





                                       A-2

EX-4.03

                                                                    EXHIBIT 4.03

                                     FORM OF

                           SUPPLEMENTAL INDENTURE NO.

                                      FROM

                                XCEL ENERGY INC.
                            (A MINNESOTA CORPORATION)

                                       TO

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
                                     TRUSTEE
                       -----------------------------------


                                   DATED AS OF
                                         ,

                            SUPPLEMENTAL TO INDENTURE
                          DATED AS OF DECEMBER 1, 2000







         SUPPLEMENTAL INDENTURE No.  , made as of the   day of        ,    , by
and between XCEL ENERGY INC., a corporation duly organized and existing under
the laws of the State of Minnesota (the "Company"), and WELLS FARGO BANK
MINNESOTA, 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 "  % Senior Notes, Series
due      " (hereinafter sometimes referred to as the "Notes due    "); and

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE
                       RELATION TO INDENTURE; DEFINITIONS

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

         SECTION 1.02. For all purposes of this Supplemental Indenture:

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





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

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

                                  ARTICLE TWO
                           % SENIOR NOTES, SERIES DUE

         SECTION 2.01. There shall be a series of Securities designated the " %
Senior Notes, Series due   " (the "Notes due    "). The Notes due    shall be
limited to $     aggregate principal amount.

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

         SECTION 2.03. The Notes due    shall be dated their date of
authentication as provided in the Indenture and shall bear interest from their
date at the rate of   % per annum, payable semi-annually on         and
of each year, commencing . The Regular Record Dates with respect to such
and     interest payment dates shall be    and    , 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    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. [The Company may not redeem the Notes due ___ prior to
the stated maturity dated.] [The Company may redeem the Notes due at any time,
in whole or in part, at a redemption price equal to _____.]

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

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

         SECTION 2.07. The Notes due    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 Notes due
(except the Trustee's Certificate) shall be taken as statements of the Company
and shall not be construed as made by the Trustee.

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


                                       2



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





                                       3




         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 MINNESOTA, NATIONAL
ASSOCIATION, has caused this Supplemental Indenture to be signed by its
President, Vice President, Assistant Vice President or authorized Corporate
Trust Officer, and attested by an authorized officer, this _____ day of
___________, _______.


                                         XCEL ENERGY INC.



                                         By:_____________________________
                                            Name:
                                            Title:
ATTEST:


By:_____________________________

                                         WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION, as Trustee



                                         By:_____________________________
                                            Name:
                                            Title:
ATTEST:


By:_____________________________
   Name:
   Title:


                                       4


                                                                       EXHIBIT A


                                     FORM OF
                           % SENIOR NOTES, SERIES DUE

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)
                            % SENIOR NOTE, SERIES DUE


CUSIP:                                     NUMBER:

ORIGINAL ISSUE DATE(S):                    PRINCIPAL AMOUNT(S):  $

INTEREST RATE:    %                        MATURITY DATE:



         XCEL ENERGY INC., a corporation of the State of Minnesota (the
"Company"), for value received hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ___________________________________
DOLLARS on the Maturity Date set forth above, 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


                                      A-1



applicable) set forth above or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semiannually in arrears on
the        and       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      or       , 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      (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 Minnesota, 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 first page hereof, limited in aggregate principal
amount to $        .



                                      A-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 not redeem the Notes of this Series prior to the
Maturity Date.] [The Company may redeem the Notes of this Series at any time, in
whole or in part, at a redemption price equal to _____.]

         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



                                      A-3



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 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 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.


                                      A-4



         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:

                              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 MINNESOTA,
                                           NATIONAL ASSOCIATION, as Trustee



                                           By:________________________________
                                              Authorized Officer

                                  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 ________







                                      A-5



                                                      (Cust)            (Minor)

TEN ENT--as tenants by the entireties        Under Uniform Gifts to Minors

JT TEN--as joint tenants with right of       ______________________________
survivorship and not as tenants in common                State


                      Additional abbreviations may also be
                       used though not in the above list.

                                ___________________


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


________________________________________________________________________________

________________________________________________________________________________



________________________________________________________________________________

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



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

Dated:_______________________

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






                                      A-6

EX-5.01

                                                                    EXHIBIT 5.01



February 7, 2002

Xcel Energy Inc.
800 Nicollet Mall, Suite 3000
Minneapolis, Minnesota 55402

Gentlemen:

              I am participating in the proceedings being had and taken in
connection with the issuance and sale by Xcel Energy Inc., a Minnesota
corporation (the "Company"), of up to $1,000,000,000 principal amount of
unsecured long-term debt securities (the "Debt Securities") and/or shares of
common stock (the "Common Stock"), including the associated common stock
purchase rights (the "Rights") (collectively, the "Securities"). I have examined
all statutes, records, instruments, and documents which, in my opinion, it is
necessary to examine for the purpose of rendering the following opinion.

              Based upon the foregoing and upon my general familiarity with the
Company and its affairs, as a result of having acted as General Counsel for the
Company, I am of the opinion that:

              1.  The Company was incorporated and is now a legally existing
                  corporation under the laws of the State of Minnesota; has
                  corporate power, right, and authority to do business and to
                  own property in that state, in the manner and as set forth in
                  the Registration Statement, Form S-3, to which this opinion is
                  an exhibit; and has corporate power, right, and authority to
                  create, issue, and sell the Securities.

              2.  When and if (a) the above-mentioned Registration Statement
                  becomes effective pursuant to the provisions of the Securities
                  Act of 1933, as amended (the "Securities Act"), (b) the
                  Supplemental Trust Indenture relating to the Debt Securities,
                  is duly authorized, executed, and delivered, and (c) the Debt
                  Securities are duly authorized, executed, authenticated, and
                  delivered, and the consideration for the Debt Securities has
                  been received by the Company, all in the manner contemplated
                  by the said Registration Statement, the Debt Securities will
                  be legally issued and binding obligations of the Company in
                  accordance with their terms.

              3.  When and if (a) the above-mentioned Registration Statement
                  becomes effective pursuant to the provisions of the Securities
                  Act and (b) the Common Stock has been registered and
                  delivered, and the consideration for the Common Stock has been
                  received by the Company, all in the manner contemplated by the
                  said Registration Statement, the Common Stock will be legally
                  issued, fully paid and nonassessable shares of stock of the
                  Company.


              4.  When and if (a) the above-mentioned Registration Statement
                  becomes effective pursuant to the provisions of the Securities
                  Act and (b) the Rights and the Common Stock to which the
                  Rights are attached have been registered and delivered, and
                  the consideration for the Rights and Common Stock has been
                  received by the Company, all in the manner contemplated by the
                  said Registration Statement, the Rights will be validly
                  issued.



                                      Respectfully submitted,

                                      /s/ Gary R. Johnson
                                      Gary R. Johnson
                                      Vice President and General Counsel

EX-12.01

                                                                   EXHIBIT 12.01



                                XCEL ENERGY INC.
                           STATEMENT OF COMPUTATION OF
                       RATIO OF EARNINGS TO FIXED CHARGES
                              Thousands of Dollars




                                              Rolling 12 ended
                                               September 2001       2000          1999          1998         1997          1996
                                               --------------       -----         -----         -----        -----         ----

                                                                                                      
Earnings:

     Net Income                                 $  787,871      $  526,828    $  570,933    $  624,330    $  388,242    $  546,880

Add:
     Income Taxes                                  388,529         304,865       179,673       240,391       230,629       300,463
     Fixed charges                                 897,232         791,187       472,364       402,608       375,176       311,033
Deduct:
     Undistributed equity in earnings of
         unconsolidated affiliates                 106,852          87,019        67,926        56,953        36,532        26,365
                                                ----------      ----------    ----------    ----------    ----------    ----------
              Earnings                           1,966,780       1,535,861     1,155,044     1,210,376       957,515     1,132,011
                                                ==========      ==========    ==========    ==========    ==========    ==========


Fixed charges:
     Interest charges, excluding AFC - debt,
          per statement of income                  858,432         752,387       433,564       369,297       352,889       309,507
      Distributions on redeemable preferred
            securities of subsidiary trust          38,800          38,800        38,800        33,311        22,287         1,526
                                                ----------      ----------    ----------    ----------    ----------    ----------
              Total fixed charges               $  897,232      $  791,187    $  472,364    $  402,608    $  375,176    $  311,033
                                                ==========      ==========    ==========    ==========    ==========    ==========


Ratio of earnings to fixed
     charges                                           2.2             1.9           2.4           3.0           2.6           3.6
                                                ==========      ==========    ==========    ==========    ==========    ==========

EX-15.01

                                                                   EXHIBIT 15.01




                    LETTER ON UNAUDITED FINANCIAL INFORMATION

February 7, 2002


Xcel Energy Inc.:

We are aware that Xcel Energy Inc. has incorporated by reference in this
Registration Statement and prospectus its Form 10-Qs for the quarters ended
March 31, 2001, June 30, 2001 and September 30, 2001, which include our reports
dated May 14, 2001, August 14, 2001 and November 13, 2001 covering the unaudited
consolidated financial information contained therein. Pursuant to Regulation C
of the Securities Act of 1933, those reports are not considered a part of the
Registration Statement or prospectus prepared or certified by our Firm or
reports prepared or certified by our Firm within the meaning of Sections 7 and
11 of the Act.



Very truly yours,

ARTHUR ANDERSEN LLP

EX-23.01

                                                                   EXHIBIT 23.01

                       CONSENT OF INDEPENDENT ACCOUNTANTS


         As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-3 of our
report dated March 2, 2001 included in Xcel Energy Inc.'s Annual Report on Form
10-K for the year ended December 31, 2000, relating to the consolidated
financial statements of Xcel Energy Inc., and to all references to our Firm
included in this Registration Statement.


ARTHUR ANDERSEN LLP


Minneapolis, Minnesota
February 7, 2002

EX-23.02

                                                                   EXHIBIT 23.02


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of our report dated March 2, 2001, relating to the
consolidated financial statements of NRG Energy, Inc., which appears in Xcel
Energy Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.


PRICEWATERHOUSECOOPERS LLP

Minneapolis, Minnesota
February 7, 2002

EX-23.03

                                                                   EXHIBIT 23.03



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of our report dated January 31, 2000, except as to Note 2,
which is as of February 22, 2000, relating to the consolidated financial
statements of Northern States Power Company, which appears in Xcel Energy Inc.'s
Annual Report on Form 10-K for the year ended December 31, 2000. We also consent
to the reference to us under the heading "Experts" in such Registration
Statement.


PRICEWATERHOUSECOOPERS LLP

Minneapolis, Minnesota
February 7, 2002

EX-23.04

                                                                   EXHIBIT 23.04




                             LEGAL COUNSEL'S CONSENT


                  I do hereby consent to the use of my name in the within
Registration Statement and the accompanying Prospectus of Xcel Energy Inc., a
Minnesota corporation, and to the use of my opinion, filed as Exhibit 5.01 to
the Registration Statement.


                                             /s/ Gary R. Johnson
                                          ----------------------------
                                          Gary R. Johnson
                                          Vice President and General Counsel


February 7, 2002

EX-24.01

                                                                   EXHIBIT 24.01




                                POWER OF ATTORNEY

         WHEREAS, Xcel Energy Inc., a Minnesota corporation (the "Company"), is
about to file with the Securities and Exchange Commission, under the provisions
of the Securities Act of 1933, as amended, a registration statement for the
issuance and sale from time to time, in one or more series, and in any
combination, of up to $1 billion principal amount of unsecured long-term debt
securities and/or shares of common stock; and

         WHEREAS, each of the undersigned holds the office or offices in the
Company herein below set opposite his/her name, respectively.

         NOW, THEREFORE, each of the undersigned hereby constitutes and appoints
GARY R. JOHNSON, EDWARD J. MCINTYRE, and CATHY J. HART and each of them
individually, his/her attorney, with full power to act for him/her and in
his/her name, place and stead, to sign his/her name in the capacity or
capacities set forth below to one or more registration statements on Form S-3
(or any other appropriate form) relating to the issuance and sale of up to $1
billion principal amount of unsecured long-term debt securities and/or shares of
common stock and to any and all amendments (including post-effective amendments)
to such registration statements, and hereby ratifies and confirms all that said
attorney may or shall lawfully do or cause to be done by virtue hereof.








         IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
12th day of December, 2001.


    /s/ Wayne H. Brunetti                          /s/ C. Coney Burgess
- -------------------------------------------     --------------------------------
Wayne H. Brunetti                               C. Coney Burgess
Chairman of the Board, President, Chief         Director
Executive Officer and Director


    /s/ David A. Christensen                       /s/ Roger R. Hemminghaus
- -------------------------------------------     --------------------------------
David A. Christensen                            Roger R. Hemminghaus
Director                                        Director


/s/ A. Barry Hirschfeld                            /s/ Douglas W. Leatherdale
- -------------------------------------------     --------------------------------
A. Barry Hirschfeld                             Douglas W. Leatherdale
Director                                        Director


   /s/ Albert F. Moreno                            /s/ Margaret R. Preska
- -------------------------------------------     --------------------------------
Albert F. Moreno                                Margaret R. Preska
Director                                        Director


   /s/ A. Patricia Sampson                         /s/ Allan L. Schuman
- -------------------------------------------     --------------------------------
A. Patricia Sampson                             Allan L. Schuman
Director                                        Director


   /s/ Rodney E. Slifer                            /s/ W. Thomas Stephens
- -------------------------------------------     --------------------------------
Rodney E. Slifer                                W. Thomas Stephens
Director                                        Director


   /s/ Edward J. McIntyre                          /s/ David E. Ripka
- -------------------------------------------     --------------------------------
Edward J. McIntyre                              David E. Ripka
Vice President and Chief Financial Officer      Vice President and Controller



STATE OF MINNESOTA   )
                        ) ss.
COUNTY OF HENNEPIN   )

         On this 12th day of December, 2001, before me, Catherine J. Cleveland a
Notary Public in and for said County and State, personally appeared each of the
above-named directors and officers of Xcel Energy Inc., a Minnesota corporation,
and known to me to be the persons whose names are subscribed to in the foregoing
instrument, and each person acknowledged to me that he or she executed the same
as his or her own free act and deed.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
official seal on the date set forth above.

                                      /s/ Catherine J. Cleveland
                                  --------------------------------------------
                                  Catherine J. Cleveland

EX-25.01

                                                                   EXHIBIT 25.01

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                          -----------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
                          -----------------------------

__ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
                               SECTION 305(b) (2)

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

A U.S. NATIONAL BANKING ASSOCIATION                          41-1592157
(Jurisdiction of incorporation or                            (I.R.S. Employer
organization if not a U.S. national                          Identification No.)
bank)

SIXTH STREET AND MARQUETTE AVENUE
Minneapolis, Minnesota                                       55479
(Address of principal executive offices)                     (Zip code)

                       Stanley S. Stroup, General Counsel
                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
                        Sixth Street and Marquette Avenue
                          Minneapolis, Minnesota 55479
                                 (612) 667-1234
                               (Agent for Service)
                          -----------------------------

                                XCEL ENERGY INC.
               (Exact name of obligor as specified in its charter)

MINNESOTA                                                    41-0448030
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

800 NICOLLET MALL, SUITE 3000
MINNEAPOLIS, MN                                              55402
(Address of principal executive offices)                     (Zip code)

                          -----------------------------
                                 DEBT SECURITIES
                       (Title of the indenture securities)
================================================================================



Item 1.  General Information.  Furnish the following information as to the
trustee:

                  (a)      Name and address of each examining or supervising
                           authority to which it is subject.

                           Comptroller of the Currency
                           Treasury Department
                           Washington, D.C.

                           Federal Deposit Insurance Corporation
                           Washington, D.C.

                           The Board of Governors of the Federal Reserve System
                           Washington, D.C.

                  (b)      Whether it is authorized to exercise corporate trust
                           powers.

                           The trustee is authorized to exercise corporate trust
                           powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.

                  None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.

Item 15.  Foreign Trustee.          Not applicable.

Item 16.  List of Exhibits.         List below all exhibits filed as a part of
                                    this Statement of Eligibility. Wells Fargo
                                    Bank incorporates by reference into this
                                    Form T-1 the exhibits attached hereto.

         Exhibit 1.        a.       A copy of the Articles of Association of the
                                    trustee now in effect.***

         Exhibit 2.        a.       A copy of the certificate of authority of
                                    the trustee to commence business issued June
                                    28, 1872, by the Comptroller of the Currency
                                    to The Northwestern National Bank of
                                    Minneapolis.*

                           b.       A copy of the certificate of the Comptroller
                                    of the Currency dated January 2, 1934,
                                    approving the consolidation of The
                                    Northwestern National Bank of Minneapolis
                                    and The Minnesota Loan and Trust Company of
                                    Minneapolis, with the surviving entity being
                                    titled Northwestern National Bank and Trust
                                    Company of Minneapolis.*

                           c.       A copy of the certificate of the Acting
                                    Comptroller of the Currency dated January
                                    12, 1943, as to change of corporate title of
                                    Northwestern National Bank and Trust Company
                                    of Minneapolis to Northwestern National Bank
                                    of Minneapolis.*

                           d.       A copy of the letter dated May 12, 1983 from
                                    the Regional Counsel, Comptroller of the
                                    Currency, acknowledging receipt of notice of
                                    name





                                    change effective May 1, 1983 from
                                    Northwestern National Bank of Minneapolis to
                                    Norwest Bank Minneapolis, National
                                    Association.*

                           e.       A copy of the letter dated January 4, 1988
                                    from the Administrator of National Banks for
                                    the Comptroller of the Currency certifying
                                    approval of consolidation and merger
                                    effective January 1, 1988 of Norwest Bank
                                    Minneapolis, National Association with
                                    various other banks under the title of
                                    "Norwest Bank Minnesota, National
                                    Association."*

                           f.       A copy of the letter dated July 10, 2000
                                    from the Administrator of National Banks for
                                    the Comptroller of the Currency certifying
                                    approval of consolidation effective July 8,
                                    2000 of Norwest Bank Minnesota, National
                                    Association with various other banks under
                                    the title of "Wells Fargo Bank Minnesota,
                                    National Association."****

         Exhibit 3.        A copy of the authorization of the trustee to
                           exercise corporate trust powers issued January 2,
                           1934, by the Federal Reserve Board.*

         Exhibit 4.        Copy of By-laws of the trustee as now in effect.***

         Exhibit 5.        Not applicable.

         Exhibit 6.        The consent of the trustee required by Section 321(b)
                           of the Act.

         Exhibit 7.        A copy of the latest report of condition of the
                           trustee published pursuant to law or the requirements
                           of its supervising or examining authority. **

         Exhibit 8.        Not applicable.

         Exhibit 9.        Not applicable.







         *        Incorporated by reference to exhibit number 25 filed with
                  registration statement number 33-66026.

         **       Incorporated by reference to exhibit number 25 filed with
                  registration statement number 333-64954

         ***      Incorporated by reference to exhibit T3G filed with
                  registration statement number 022-22473.

         ****     Incorporated by reference to exhibit number 25.1 filed with
                  registration statement number 001-15891.








                                    SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank Minnesota, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Minneapolis and State of Minnesota on the 7 day of February 2002.



















































                                            WELLS FARGO BANK MINNESOTA,
                                            NATIONAL ASSOCIATION


                                            /s/ Michael T. Lechner
                                            -----------------------------------
                                            Michael T. Lechner
                                            Corporate Trust Officer









                                                                       EXHIBIT 6




February 7, 2002



Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.





                                Very truly yours,

                                WELLS FARGO BANK MINNESOTA,
                                NATIONAL ASSOCIATION


                                /s/ Michael T. Lechner
                                ------------------------------------
                                Michael T. Lechner
                                Corporate Trust Officer