S-3

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As filed with the Securities and Exchange Commission on August 28, 2008

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SOUTHWESTERN PUBLIC SERVICE COMPANY
(Exact name of registrant as specified in its charter)

New Mexico
(State or other jurisdiction of incorporation or organization) 75-0575400
(I.R.S. Employer Identification Number)

Tyler at Sixth Street
Amarillo, Texas 79101
(303) 571-7511
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Benjamin G.S. Fowke III
Vice President and Chief Financial Officer
Southwestern Public Service Company
Tyler at Sixth Street
Amarillo, Texas 79101
(303) 571-7511
(Name and address, including zip code, of agent for service)

Copies to:
Michael C. Connelly Vice President and General Counsel Xcel Energy Inc. 414 Nicollet Mall Minneapolis, Minnesota 55401 (612) 330-5500	Robert J. Joseph Jones Day 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. ý

          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 this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

          If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit(1)(2)	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)
Senior Unsecured Debt Securities	$250,000,000	100%	$250,000,000	$9,825

(1)

Estimated solely for purposes of calculating registration fee.

(2)

Exclusive of accrued interest, if any.

(3)

Pursuant to Rule 415(a)(6) under the Securities Act of 1933, the filing fee of $5,350 related to $50,000,0000 principal amount of debt securities (the "Previously Registered Securities") that were registered under registration statement no. 333-132724 (the "Prior Registration Statement") filed on June 22, 2006 and have not yet been issued and sold will be applied to the filing fee for this registration statement. In accordance with Rule 415(a)(6), the Prior Registration Statement will be deemed terminated upon effectiveness of this registration statement.

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 or until the registration statement shall become effective on such date as the Commission, acting pursuant to 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 August 28, 2008

PROSPECTUS

$250,000,000

SOUTHWESTERN PUBLIC SERVICE COMPANY
(a New Mexico corporation)

Tyler at Sixth Street
Amarillo, Texas 79101
(303) 571-7511

SENIOR UNSECURED DEBT SECURITIES

        We may offer for sale, from time to time, up to $250,000,000 aggregate principal amount of our senior unsecured debt securities. We may sell our senior unsecured debt securities in one or more series (1) through underwriters or dealers, (2) directly to a limited number of institutional purchasers or (3) through agents. See "Plan of Distribution." The amount and terms of the sale of a series of our senior unsecured debt securities will be determined at the time of sale and included in a prospectus supplement that will accompany this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest in our senior unsecured debt securities. We cannot sell any of these senior unsecured debt securities unless this prospectus is accompanied by a prospectus supplement. That prospectus supplement will include, if applicable:

•

the names of any underwriters, dealers or agents involved in the distribution of that series of senior unsecured debt securities;



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any applicable commissions or discounts and the net proceeds to us from that sale;



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the aggregate principal amount and offering price of that series of senior unsecured debt securities;



•

the rate or rates (or method of calculation) of interest;



•

the time or times and place of payment of interest;



•

the maturity date or dates; and



•

any redemption terms or other specific terms of that series of senior unsecured debt securities.

See "Risk Factors" on page 1 of this prospectus, in any prospectus supplement that will accompany this prospectus and in the documents incorporated by reference.

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

        The date of this prospectus is                 , 2008.

As permitted under the rules of the Securities and Exchange Commission, this prospectus incorporates by reference important business and financial information about us that is contained in documents that we file with the Securities and Exchange Commission but that is not included in or delivered with this prospectus. You may obtain copies of these documents, without charge, from the website maintained by the Securities and Exchange Commission at http://www.sec.gov, as well as other sources.

You may also obtain copies of the documents incorporated by reference, without charge, upon written or oral request to the Corporate Secretary, Southwestern Public Service Company, c/o Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401, (612) 330-5500.

For more information, see "Where You Can Find More Information."

You should rely only on the information provided or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information and if given, you should not rely on it. 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	1
Special Note Regarding Forward-Looking Statements	1
Where You Can Find More Information	3
Our Company	4
Use of Proceeds	4
Ratio of Earnings to Fixed Charges	4
Description of the Senior Unsecured Debt Securities	5
Book-Entry System	12
Plan of Distribution	14
Legal Opinions	15
Experts	15

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RISK FACTORS

        Investing in our securities involves risks. Before buying any of our securities, you should carefully consider the risks and other information we include under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2007 and other documents that we file with the Securities and Exchange Commission, or the SEC, and that are incorporated by reference in this prospectus. In addition, you should consider any risks and uncertainties that we may include in a prospectus supplement accompanying this prospectus that relates to a specific issue of securities.

ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement that we filed with the SEC utilizing a "shelf" registration process. Under this shelf process, we may sell the securities described in this prospectus in one or more offerings up to a total dollar amount of $250,000,000. As permitted by SEC rules, this prospectus does not contain all of the information included in the registration statement and the accompanying exhibits and schedules we filed with the SEC. You should read the registration statement and the related exhibits and schedules for more information about us and our securities. The registration statement and the related exhibits and schedules are also available at the SEC's Public Reference Room or through its website as described under the caption "Where You Can Find More Information."

        This prospectus provides you with a general description of the senior unsecured debt securities we may offer. Each time we sell senior unsecured debt 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 amend information contained in this prospectus. You should read this prospectus and the documents it incorporates by reference, the registration statement of which this prospectus forms a part and the related exhibits and schedules filed with the SEC and any prospectus supplement accompanying this prospectus together with the additional information described under the caption "Where You Can Find More Information."

SPECIAL NOTE REGARDING 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 "anticipate," "believe," "estimate," "expect," "intend," "may," "objective," "outlook," "plan," "project," "potential," "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. You are cautioned not to rely unduly on any forward-looking statements. 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:

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economic conditions, including inflation rates, monetary fluctuations and their impact on capital expenditures;



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the risk of a significant slowdown in growth or decline in the U.S. economy, the risk of delay in growth recovery in the U.S. economy or the risk of increased cost for insurance premiums, security and other items;



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trade, monetary, fiscal, taxation and environmental policies of governments, agencies and similar organizations in geographic areas where we have a financial interest;



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customer business conditions, including demand for their products or services and supply of labor and materials used in creating their products and services;

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financial or regulatory accounting principles or policies imposed by the Financial Accounting Standards Board, the SEC, the Federal Energy Regulatory Commission and similar entities with regulatory oversight;



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availability or cost of capital such as changes in: interest rates; market perceptions of the utility industry, our parent, Xcel Energy Inc., or Xcel Energy, or us; or security ratings;



•

factors affecting utility operations such as unusual weather conditions; catastrophic weather-related damage; unscheduled generation outages, maintenance or repairs; unanticipated changes to fossil fuel or natural gas supply costs or availability due to higher demand, shortages, transportation problems or other developments; environmental incidents; or electric transmission or gas pipeline constraints;



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employee workforce factors, including loss or retirement of key executives, collective bargaining agreements with union employees, or work stoppages;



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increased competition in the utility industry;



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state and federal 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 market; industry restructuring initiatives; transmission system operation and/or administration initiatives; recovery of investments made under traditional regulation; nature of competitors entering the industry; retail wheeling; a new pricing structure; and former customers entering the generation market;



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rate-setting policies or procedures of regulatory entities, including environmental externalities, which are values established by regulators assigning environmental costs to each method of electricity generation when evaluating generation resource options;



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social attitudes regarding the utility and power industries;



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cost and other effects of legal and administrative proceedings, settlements, investigations and claims;



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technological developments that result in competitive disadvantages and create the potential for impairment of existing assets;



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risks associated with implementation of new technologies; and



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other business or investment considerations that may be disclosed from time to time in our SEC filings or in other publicly disseminated written documents.

        These risks and uncertainties are discussed in more detail under the captions "Risk Factors," "Business" and "Notes to Financial Statements" in our Annual Report on Form 10-K for the year ended December 31, 2007, in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008 and June 30, 2008 and other documents that we file with the SEC and that are incorporated by reference in this prospectus. You may obtain copies of these documents as described under the caption "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.

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WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, and other information with the SEC. Our SEC filings are available to the public on the SEC's website at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.

        We are "incorporating by reference" the documents that we have filed with the SEC, which means that we are disclosing 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 filings made after the date of this prospectus, or after the date of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we sell all of the securities offered by this prospectus:

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our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 20, 2008;



•

our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008 and June 30, 2008, filed with the SEC on May 5, 2008 and August 4, 2008, respectively;



•

our Current Reports on Form 8-K, filed with the SEC on March 18, 2008, June 13, 2008 and July 10, 2008.

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

        We will provide, without charge, to each person, including any beneficial owner of our senior unsecured debt securities to whom this prospectus is delivered, upon written or oral request, a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus, excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. You may request these documents from:

Attn: Corporate Secretary
Southwestern Public Service Company
c/o Xcel Energy Inc.
414 Nicollet Mall
Minneapolis, Minnesota 55401
(612) 330-5500

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OUR COMPANY

        We were incorporated in 1921 under the laws of the State of New Mexico. We are an operating utility engaged primarily in the generation, purchase, transmission, distribution and sale of electricity in portions of Texas and New Mexico. At December 31, 2007, we provided electric utility service to approximately 388,000 customers. Approximately 76% of our retail electric operating revenues were derived from operations in Texas during 2007. We derive a significant portion of our operating revenues from the wholesale sale of electric capacity and energy. Substantially all of this part of our business is comprised of sales of capacity or energy from our own generating facilities under long-term commitments. The wholesale customers served by us comprised approximately 38% of our total sales in 2007.

        We are a wholly owned subsidiary of Xcel Energy. Xcel Energy was incorporated under the laws of the State of Minnesota in 1909. Among Xcel Energy's other subsidiaries are Public Service Company of Colorado, a Colorado corporation, Northern States Power Company, a Minnesota corporation, and Northern States Power Company, a Wisconsin corporation.

        Our principal executive offices are located at Tyler at Sixth Street, Amarillo, Texas 79101 and our telephone number is (303) 571-7511.

USE OF PROCEEDS

        Unless otherwise indicated in a prospectus supplement relating to the issue of a particular series of senior unsecured debt securities, we intend to use the net proceeds from the sale of the senior unsecured debt securities offered by this prospectus for general corporate purposes, including capital expenditures, repayment of short-term debt and refunding of long-term debt at maturity or otherwise. Our short-term debt (including notes payable to affiliates) aggregated approximately $229.0 million as of June 30, 2008. The specific allocation of the proceeds of a particular series of the senior unsecured debt securities will be described in the prospectus supplement relating to that series.

RATIO OF EARNINGS TO
FIXED CHARGES

(unaudited)

			Year Ended December 31,
	Six Months Ended June 30, 2008
			2007		2006		2005		2004		2003
Ratio of earnings to fixed charges		1.2		2.0		2.3		2.8		2.6		3.4

        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 (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.

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DESCRIPTION OF THE SENIOR UNSECURED DEBT SECURITIES

        The description below contains summaries of selected provisions of the indenture, including supplemental indentures, under which the senior unsecured debt securities, which we refer to as debt securities, will be issued. These summaries are not complete. The indenture and the form of supplemental indenture applicable to the debt securities have been filed as exhibits to the registration statement of which this prospectus is a part. You should read them 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 below. 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 not issued under this prospectus.

        The debt securities will be represented either by global securities registered in the name of The Depository Trust Company, or DTC, as depository, or Depository, or its nominee, or by securities in certificated form issued to the registered owners, as set forth in the applicable prospectus supplement. See the information under the caption "Book-Entry System" in this prospectus.

General

        We may issue the debt securities from time to time in one or more new series under the Indenture dated February 1, 1999, as previously supplemented by four supplemental indentures and as to be supplemented by one or more new supplemental indentures for the debt securities, which we collectively refer to as the Indenture, all from us to The Bank of New York Mellon Trust Company, N.A., as successor trustee, which we refer to as the Trustee. The Indenture will govern the debt securities offered by this prospectus. As of June 30, 2008, there were five series of debt securities in an aggregate principal amount of $650 million outstanding under the Indenture.

        The holders of the outstanding securities do not, and, unless the prospectus supplement that describes a particular series of debt securities provides otherwise with respect to that series, the holders of any debt securities offered by this prospectus will not, have the right to require us to repurchase the debt securities if we become involved in a highly leveraged or change in control transaction. The Indenture does not have any provision that is designed specifically in response to highly leveraged or change in control transactions.

        The debt securities will be our senior unsecured obligations and will rank on a parity with our other existing and future senior unsecured and unsubordinated indebtedness. We refer in this prospectus to debt securities issued under the Indenture, whether previously issued or to be issued in the future, including the debt securities, as the "securities." The amount of debt securities that we may issue under the Indenture is not limited. The debt securities may be issued in series up to the aggregate principal amount that may be authorized by us from time to time.

        When we offer to sell a particular series of debt securities, we will describe the specific terms of that series in a prospectus supplement relating to that series, which may include the following terms:

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the title of the series;



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any limit on the aggregate principal amount of the series;



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the currency or composite currency and denomination of the series;



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the price or prices (or method for determining price or prices) at which the series will be issued and, if an index formula or other method is used, the method for determining amounts of principal or interest;

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the date of maturity of that series;



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the dates (or method of determining such dates) when principal and interest are payable, and the record dates for the payment of interest;



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the rate or rates (which may be fixed or variable) at which that series will bear interest or the method of calculating the rate or rates;



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the date or dates from which the interest will accrue;



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the manner of paying principal or interest;



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the place or places where principal and interest will be payable;



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any redemption terms, including mandatory redemption through a sinking fund or otherwise, redemption at our option and redemption at the option of the holder;



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whether the debt securities of that series are to be issuable as registered debt securities, bearer debt securities, or both, and whether and upon what terms any registered debt securities may be exchanged for bearer debt securities and vice versa;



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whether the debt securities of that series are to be represented in whole or in part by a debt security in global form and, if so, the identity of the depository for any global debt security;



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any tax indemnity provisions;



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if the debt securities of that series provide that payments of principal or interest may be made in a currency other than that in which debt securities are denominated, the manner for determining those payments;



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the denominations in which we will issue that series, if other than $1,000;



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the portion of principal payable upon acceleration of a debt security of that series where the amount of principal due upon acceleration is less than the stated principal amount, or a discounted security;



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whether and upon what terms debt securities of that series may be defeased;



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any events of default or restrictive covenants in addition to or in lieu of those set forth in the Indenture;



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provisions for electronic issuance or issuance in uncertificated form of the debt securities of that series;



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whether we will issue that series in whole or in part in book-entry form; and



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any other terms or provisions of that series of debt securities not inconsistent with the provisions of the Indenture, including any terms that may be required or advisable under U.S. laws or regulations, or advisable in connection with the marketing of the debt securities.

        Unless the prospectus supplement that describes a particular series of debt securities provides otherwise, we may from time to time, without the consent of the holders of that series of debt securities, reopen such series and issue additional debt securities with the same terms (including maturity and interest payment terms) as such series of debt securities.

        We expect the debt securities of any series to be issued in whole or in part in the form of one or more global debt securities that will be deposited with, or on behalf of, DTC, as Depository. Global debt securities may be issued in registered, bearer or uncertificated form and in either temporary or permanent form. Until it is exchanged in whole or in part for debt securities in definitive form, a global debt security may not be transferred except as a whole by the Depository to a nominee or a successor

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depository. (Section 2.12 of the Indenture) See the information under the caption "Book-Entry System" in this prospectus. We will describe any additional or differing terms of the depository arrangements in the applicable prospectus supplement relating to a particular series of debt securities issued in the form of global securities.

        Debt securities of any series may be issued as registered debt securities, bearer debt securities or uncertificated debt securities, as specified in the terms of the series. Unless otherwise indicated in the prospectus supplement relating to a particular series of debt securities, registered debt securities will be issued in denominations of $1,000 and integral multiples of $1,000, and bearer debt securities will be issued in denominations of $5,000 and integral multiples of $5,000. One or more global debt securities will be issued in a denomination or aggregate denominations equal to the aggregate principal amount of outstanding debt securities of the series to be represented by such global debt security or debt securities.

        Unless otherwise indicated in the prospectus supplement relating to a particular series of debt securities, in connection with its original issuance, no bearer debt security will be offered, sold, resold or mailed or otherwise delivered to any location in the United States, and a bearer debt security in definitive form may be delivered in connection with its original issuance only if the person entitled to receive the bearer debt security furnishes certification in a form acceptable to us and in compliance with applicable U.S. laws and regulations. (Section 2.04 of the Indenture)

        Any special U.S. federal income tax considerations applicable to bearer debt securities will be described in the prospectus supplement relating to that series of debt securities.

        To the extent set forth in the prospectus supplement relating to a particular series of debt securities, except in special circumstances set forth in the Indenture, principal and interest on bearer debt securities will be payable only upon surrender of bearer debt securities and coupons at one of our paying agencies located outside of the United States. During any period necessary to conform to U.S. tax law or regulations, we will maintain a paying agent outside the United States to which the bearer debt securities and coupons may be presented for payment and will provide the necessary funds to the paying agent upon reasonable notice.

        Registration of transfer of registered debt securities may be requested upon surrender of the debt securities at any of our agencies maintained for the purpose and upon fulfillment of all other requirements of the agent. Bearer debt securities and the related coupons will be transferable only by delivery.

        Debt securities may be issued under the Indenture as discounted securities to be offered and sold at a substantial discount from the principal amount of those debt securities. Special U.S. federal income tax and other applicable considerations will be described in the prospectus supplement relating to the discounted securities.

Certain Covenants

        The debt securities will not be secured by any of our properties or assets and will represent senior unsecured debt. Unless otherwise indicated in the prospectus supplement for a particular series of debt securities, the Indenture will not limit the amount of secured or unsecured debt that we may issue.

        Unless the prospectus supplement that describes a particular series of debt securities provides otherwise with respect to that series, the Indenture will not contain any financial or other similar restrictive covenants.

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Successor Obligor

        Unless otherwise indicated in the prospectus supplement for a particular series of debt securities, we will not consolidate with or merge into, or transfer all or substantially all of our assets to, any person, unless:

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the person is organized under the laws of the United States or a state of the United States;



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the person assumes by supplemental indenture all our obligations under the Indenture, the debt securities and any coupons;



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all required approvals of any regulatory body having jurisdiction over the transaction have been obtained; and



•

immediately after the transaction no default (as described below) exists.

        If these conditions are satisfied, then the successor will be substituted for us, and thereafter all our obligations under the Indenture, the debt securities and any coupons will terminate. (Section 5.01 of the Indenture)

Exchange of Debt Securities

        Registered debt securities may be exchanged for an equal aggregate principal amount of registered debt securities of the same series and maturity date in the authorized denominations as may be requested upon surrender of the registered debt securities at an agency of our company maintained for that purpose and upon fulfillment of all other requirements of the agent.

        To the extent permitted by the terms of a series of debt securities authorized to be issued in registered form and bearer form, bearer debt securities may be exchanged for an equal aggregate principal amount of registered or bearer debt securities of the same series and maturity date in the authorized denominations as may be requested upon surrender of the bearer debt securities with all related unpaid coupons (except as may otherwise be provided in the debt securities) at an agency of our company maintained for that purpose and upon fulfillment of all other requirements of the agent. (Section 2.07 of the Indenture) As of the date of this prospectus, it is expected that the terms of a series of debt securities will not permit registered debt securities to be exchanged for bearer debt securities.

Payment and Paying Agents

        Principal, interest and premium, if any, on debt securities issued in the form of global 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 securities will be paid by check mailed to the holder at that person's address as it appears in the register for the debt securities maintained by the Trustee. 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 securities will be payable by check at the office of the Trustee.

Defaults and Remedies

        The following constitute events of default under the Indenture, unless otherwise indicated in the applicable prospectus supplement:

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default in any payment of interest on any debt securities of that series when due and payable and the default continues for a period of 60 days;



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default in the payment of the principal of any debt securities of that series when due and payable at maturity or upon redemption, acceleration or otherwise;

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default in the payment or satisfaction of any sinking fund obligation with respect to any debt securities of that series as required by the resolution establishing such series and the default continues for a period of 60 days;



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default in the performance of any of our other agreements applicable to that series and the default continues for 90 days after the notice specified below;



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specified events of bankruptcy, insolvency or reorganization of our company; or



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any other event of default provided for in the series.

        (Section 6.01 of the Indenture)

        A default in the performance of any of our other agreements applicable to that series is not an event of default until the Trustee or the holders of at least 25% in principal amount of the debt securities of the series notify us of the default and we do not cure the default within the time specified after receipt of the notice. If the holders notify us of a default, they must notify the Trustee at the same time. (Section 6.01 of the Indenture)

         Acceleration of Maturity.    If an event of default occurs and is continuing on a series, either the Trustee or the holders of at least 25% in principal amount of outstanding debt securities of that series may declare the principal of and accrued interest on all debt securities of the series to be due and payable immediately. The holders of a majority in principal amount of the outstanding debt securities of that series may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing events of default on the series have been cured or waived except the nonpayment of amounts due solely because of the acceleration. (Section 6.02 of the Indenture)

         Indemnification of Trustee.    The Trustee generally will be under no obligation to exercise any of its rights or powers under the Indenture unless the Trustee, upon a reasonable belief that exercising such rights or powers would expose it to any loss, liability or expense, receives indemnity satisfactory to it against such loss, liability or expense. (Section 7.01 of the Indenture)

         Right to Direct Proceedings.    The holders of a majority in principal amount of a series of 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 that series. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or would expose the Trustee to personal liability or be unduly prejudicial to holders not joining in such proceeding. (Section 6.05 of the Indenture)

         Limitation on Rights to Institute Proceedings.    No holder of the debt securities of a series will have any right to pursue a remedy under the Indenture, unless:

•

the holder has previously given the Trustee written notice of a continuing event of default on the series;



•

the holders of at least 25% in principal amount of the outstanding debt securities of that series have made written request, and the holder or holders have offered indemnity satisfactory to the Trustee to pursue the remedy;



•

the Trustee has failed to comply with the request within 60 days after the request and offer; and



•

during such 60-day period, the holders of a majority in principal amount of the outstanding debt securities of that series do not give the Trustee any inconsistent directions.

        (Section 6.06 of the Indenture)

9

         No Impairment of Right to Receive Payment.    Notwithstanding any other provision of the Indenture, the holder of any debt security will have the absolute and unconditional right to receive payment of the principal, premium, if any, and interest on that debt security when due, and to institute suit for enforcement of that payment. This right may not be impaired without the consent of the holder. (Section 10.02 of the Indenture)

         Notice of Default.    The Trustee is required to give the holders notice of the occurrence of a default within 90 days of the default. Except in the case of a non-payment on the debt securities, the Trustee may withhold the notice if its committee of officers determines in good faith that it is in the interest of holders to do so. (Section 7.04 of the Indenture) 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 4.05 of the Indenture)

         Waiver.    The holders of not less than a majority in aggregate principal amount of a series may waive any default on the series, except a default in the payment of the principal, premium, if any, or interest on the series or in respect of a provision which under the Indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of that series affected. (Section 6.04 of the Indenture)

        The Indenture does not have a cross-default provision. Thus, unless otherwise indicated in the applicable prospectus supplement, a default by us on any other debt (including any other series of securities issued under the Indenture) would not constitute an event of default.

Amendments and Waivers

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

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

•

to cure any ambiguity, omission, defect or inconsistency;



•

to provide for assumption of our obligations under the Indenture and the securities in the event of a merger or consolidation requiring such assumption;



•

to provide that specific provisions of the Indenture not apply to a series of securities not previously issued;



•

to create a series and establish its terms;



•

to provide for a separate trustee for one or more series; or



•

to make any change that does not materially adversely affect the rights of any holder of securities.

        (Article 10 of the Indenture)

        We will need the consent of the holders of each outstanding security affected, if the proposed amendment would do any of the following:

•

reduce the amount of securities whose holders must consent to an amendment or waiver;



•

reduce the interest rate or change the time for payment of interest;



•

change the fixed maturity of any security;

10

•

reduce the principal of any non-discounted security or reduce the amount of principal of any discounted security that would be due on acceleration;



•

change the currency in which principal or interest is payable;



•

make any change that materially adversely affects the right to convert any security; or



•

with certain exceptions, modify the provisions of the Indenture governing modifications of the Indenture or governing waiver of past defaults.

        (Section 10.02 of the Indenture)

        Amendments other than those described in the above two paragraphs will require the approval of the holders of a majority in principal amount of the securities of all series affected voting as one class. A default on a series may be waived with the consent of the holders of a majority in principal amount of the securities of that series.

Legal Defeasance and Covenant Defeasance

        Debt securities of a series may be defeased in accordance with their terms and, unless otherwise indicated in the applicable prospectus supplement, as described below. At any time, we may terminate as to a series all of our obligations (except for specified obligations regarding the defeasance trust and obligations to register the transfer or exchange of a debt security, to replace destroyed, lost or stolen debt securities and coupons and to maintain paying and other agencies for the debt securities) with respect to the debt securities of that series and any related coupons and the Indenture, which we refer to as legal defeasance.

        At any time, we may terminate as to a series of debt securities our obligations under any restrictive covenants which may be applicable to that particular series, which we refer to as covenant defeasance. We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise our legal defeasance option, a series may not be accelerated because of an event of default. If we exercise our covenant defeasance option, a series may not be accelerated by reference to any restrictive covenant which may be applicable to a particular series so defeased under the terms of the series.

        To exercise either defeasance option as to a series, we must deposit in trust, which we refer to as the defeasance trust with the Trustee money or direct obligations of the United States of America that have the full faith and credit of the United States of America pledged for payment and that are not callable at the issuer's option, or certificates representing an ownership interest in those obligations for the payment of principal, premium, if any, and interest on the debt securities of the series to redemption or maturity and must comply with specified other conditions. In particular, we must obtain an opinion of tax counsel that the defeasance will not result in recognition of any gain or loss to holders for federal income tax purposes. (Article 8 of the Indenture)

Resignation or Removal of Trustee

        The Trustee may resign at any time by notifying us in writing and specifying the day upon which the resignation is to take effect. The resignation will not take effect, however, until a successor trustee has been appointed. (Section 7.07 of the Indenture)

        The holders of a majority in principal amount of the outstanding debt securities may remove the Trustee at any time. (Section 7.07 of the Indenture) We may remove the Trustee if the Trustee fails to comply with specific provisions of the Trust Indenture Act of 1939, as amended, or fails to comply with the capital and surplus requirements as set forth in its most recent published report of condition. (Sections 7.08 and 7.09 of the Indenture)

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We may also remove the Trustee if one of the following occurs:

•

the Trustee is adjudged a bankrupt or an insolvent;



•

a custodian or other public officer takes charge of the Trustee or its property;



•

the Trustee becomes incapable of acting;



•

or specified events of bankruptcy, insolvency or reorganization of our company occur.

        (Section 7.07 of the Indenture)

Governing Law

        The Indenture and the debt securities will be governed by, and will be construed in accordance with, the laws of the State of New York.

Concerning the Senior Trustee

        The Bank of New York Mellon Trust Company, N.A., is the Trustee. We maintain banking relationships with the Trustee and its affiliates in the ordinary course of business. The Trustee, or its affiliates, also act as trustee for some of our other securities as well as securities of some of our affiliates.

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

        Beneficial interests in global 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 securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global 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 security for all purposes, including any notices and voting. Accordingly, we, the applicable trustee and any paying agent will have no direct responsibility or liability to pay amounts due on a global security to owners of beneficial interests in a global security.

        Unless otherwise specified in the prospectus supplement that describes a particular series of debt securities, DTC will act as Depository for those debt securities issued as global securities. The debt securities will be registered in the name of Cede & Co., DTC's partnership nominee, or such other name as may be requested by an authorized representative of DTC.

        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 Exchange Act. DTC

12

holds securities that its participants, or Direct Participants, deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation and Emerging Markets Clearing Corporation, or NSCC, GSCC, MBSCC and EMCC, respectively, also subsidiaries of DTCC, as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the Financial Industry Regulatory Authority. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly, or Indirect Participants and, together with Director Participants, Participants. The DTC Rules applicable to its Participants are on file with the SEC. More information about DTC can be found at http://www.dtcc.com or http://www.dtc.org.

        Purchases of debt securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the debt securities on DTC's records. The ownership interest of each actual purchaser of each debt security, or Beneficial Owner, is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the debt securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the debt securities, except in the event that use of the book-entry system for the debt securities is discontinued.

        To facilitate subsequent transfers, all securities deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

        Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

        Redemption notices will be sent to DTC. If less than all of the debt securities within a series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such series to be redeemed.

        Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the global debt securities unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those Direct

13

Participants to whose accounts the debt securities are credited on the record date (identified in a listing attached to the omnibus proxy).

        Redemption proceeds and distributions on the global debt securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from us or the trustee on the payment date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the trustee, or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and distributions to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of us or the trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

        DTC may discontinue providing its services as securities depository with respect to the global debt securities at any time by giving reasonable notice to us or the trustee. Under such circumstances, in the event that a successor securities depository is not obtained, securities certificates are required to be printed and delivered.

        We may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, security certificates will be printed and delivered to DTC.

        The global debt securities will be exchangeable for corresponding certificated securities registered in the name of persons other than DTC or its nominee if (1) DTC (a) notifies us that it is unwilling or unable to continue as depository for any of the global securities or (b) at any time ceases to be a clearing agency registered under the Exchange Act, (2) an event of default occurs and is continuing with respect to the applicable series of debt securities or (3) we execute and deliver to the trustee an order that the global debt securities will be so exchangeable.

        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 are not responsible for the accuracy of the information or for the performance by DTC of its obligations under the rules and procedures governing its operations or otherwise.

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

PLAN OF DISTRIBUTION

        We intend to sell the debt securities offered by this prospectus to or through underwriters or dealers, and we may also sell the debt securities directly to other purchasers or through agents, or through any combination of these. The terms under which the debt securities are offered and the method of distribution will be set forth in the prospectus supplement relating to an issue of debt securities.

        The distribution of the debt 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 the prevailing market prices or at negotiated prices.

        In connection with the sale of the debt securities, underwriters may receive compensation from us or from purchasers of the debt securities for whom they may act as agents in the form of discounts, concessions or commissions. Underwriters may sell the debt securities to or through dealers, and those

14

dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the debt 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 debt securities by them may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended, or the Securities Act. 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 relating to an issue of debt securities.

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

        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 debt securities offered by this prospectus in any jurisdiction to any person to whom it is unlawful to make the offer in the jurisdiction. Neither the delivery of this prospectus nor any sale made under this prospectus will, 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.

LEGAL OPINIONS

        Unless otherwise indicated in the prospectus supplement relating to a particular series of debt securities, legal opinions relating to the debt securities offered by this prospectus will be rendered by our counsel, Hinkle, Hensley, Shanor & Martin, L.L.P., Midland, Texas, and Jones Day, Chicago, Illinois, counsel for our company. Unless otherwise indicated in the prospectus supplement relating to a particular series of debt securities, certain legal matters relating to the debt securities will be passed upon by Simpson Thacher & Bartlett LLP, New York, New York, for any underwriters, dealers or agents named in a prospectus supplement.

EXPERTS

        The financial statements and the related financial statement schedule incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2007, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Financial Accounting Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109") which is incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

15

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 debt securities:

Registration fee under the Securities Act of 1933		$	9,825	*
Blue Sky fees			10,000
Accountant's fees and expenses			75,000
Company counsel's fees and expenses			85,000
Trustee's fees and expenses			15,000
Rating agencies' fees and expenses			257,000
Printing and engraving costs			30,000
Miscellaneous			23,175
	Total fees and expenses	$	505,000

*

All items are estimated except the first

Item 15.    Indemnification of Director and Officers.

        Section 53-11-4.1 of the New Mexico Business Corporation Act empowers a corporation to indemnify any officer or director against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the person in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to a criminal proceeding, had no reasonable cause to believe the person's conduct was unlawful. This section empowers a corporation to maintain insurance or furnish similar protection, including, but not limited to, providing a trust fund, a letter of credit, or self-insurance on behalf of any officer of director against any liability asserted against and incurred by the person in such capacity whether or not the corporation would have the power to indemnify the person against such liability under the provisions of this section. The registrant currently has such insurance in effect.

        The indemnification authorized by Section 53-11-4.1 is not exclusive of any other rights to which an officer or director may be entitled under the articles of incorporation, the bylaws, an agreement, a resolution of shareholders or directors or otherwise.

        Article Seventh of our Amended and Restated Articles of Incorporation provides that a director shall not be personally liable to us or to the shareholders for monetary damages for a breach of fiduciary duty as a director unless the director has breached or failed to perform the duties of his or her office in accordance with the New Mexico Business Corporation Act, and the breach or failure to perform constitutes negligence, willful misconduct, or recklessness.

        Article IV of our Bylaws requires us, to the fullest extent permitted by the New Mexico Business Corporation Act, to pay or reimburse expenses, liabilities, and losses incurred by an officer or director involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was serving as an officer or director of Southwestern Public Service Company.

        The Bylaws also require us to pay or reimburse all covered expenses to an officer or director promptly upon receipt of a written claim and, where the claimant seeks an advancement of expenses (including attorney's fees) incurred or to be incurred by an officer or director in connection with a proceeding.

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Item 16.    Exhibits.

Exhibit No.			Description
	1.01		Form of Underwriting Agreement with respect to the senior unsecured debt securities.
	4.01	*	Trust Indenture, dated as of February 1, 1999, between Southwestern Public Service Company and The Chase Manhattan Bank, as successor Trustee (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K (File No. 01-03789) dated February 25, 1999).
	4.02	*	First Supplemental Indenture, dated as of March 1, 1999, between Southwestern Public Service Company and The Chase Manhattan Bank, as successor Trustee (incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K (File No. 01-03789) dated February 25, 1999)
	4.03	*	Second Supplemental Indenture, dated as of October 1, 2001, between Southwestern Public Service Company and The Chase Manhattan Bank, as successor Trustee (incorporated by reference to Exhibit 4.01 to Current Report on Form 8-K (File No. 01-03789) dated October 23, 2001)
	4.04	*	Third Supplemental Indenture, dated as of October 1, 2003, between Southwestern Public Service Company and JPMorgan Chase Bank, N.A., as successor Trustee (incorporated by reference to Exhibit 4.04 to Quarterly Report on Form 10-Q (File No. 001-03034) dated November 13, 2003).
	4.05	*	Fourth Supplemental Indenture dated Oct. 1, 2006 between Southwestern Public Service Company and The Bank of New York, as successor Trustee (incorporated by reference to Exhibit 4.01 to Current Report on Form 8-K (File No. 01-03789) dated October 3, 2006).
	4.06		Form of Supplemental Indenture establishing a series of senior unsecured debt securities under the Trust Indenture referenced in Exhibit 4.01 above, as supplemented.
	4.07		Form of Senior Unsecured Debt Securities (included in the Form of Supplemental Indenture in Exhibit 4.06 above).
	5.01		Opinion of Hinkle, Hensley, Shanor & Martin, L.L.P., as to the legality of the securities.
	5.02		Opinion of Jones Day as to the legality of the securities.
	12		Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
	23.01		Consent of Hinkle, Hensley, Shanor & Martin, L.L.P. (included in Exhibit 5.01).
	23.02		Consent of Jones Day (included in Exhibit 5.02).
	23.03		Consent of Deloitte & Touche LLP.
	24		Power of Attorney.
	25.01		Form T-1 Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Successor Trustee under the Trust Indenture relating to senior unsecured debt securities referenced in Exhibit 4.01 above, as supplemented.

*

Previously filed as indicated and incorporated herein by reference.

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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;



(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), (ii) and (iii) above do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the Commission 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 or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, 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.



(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:



(i)

If the registrant is relying on Rule 430B:



(A)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and



(B)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date

II-3

an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.



(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;



(ii)

any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;



(iii)

the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and



(iv)

any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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

II-4

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Act 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 Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for 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, State of Minnesota, on August 28, 2008.

SOUTHWESTERN PUBLIC SERVICE COMPANY
By:	/s/ RICHARD C. KELLY Richard C. Kelly Chairman and Director

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

Signature	Title	Date
/s/ RICHARD C. KELLY Richard C. Kelly	Chairman and Director	August 28, 2008
* David L. Eves	President, Chief Executive Officer and Director (Principal Executive Officer)	August 28, 2008
* Benjamin G.S. Fowke III	Vice President, Chief Financial Officer and Director (Principal Financial Officer)	August 28, 2008
* Teresa S. Madden	Vice President and Controller (Principal Accounting Officer)	August 28, 2008
* Paul J. Bonavia	Vice President and Director	August 28, 2008

*By: /s/ RICHARD C. KELLY Richard C. Kelly
(Attorney-in-Fact)
August 28, 2008

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EXHIBIT INDEX

Exhibit No.			Description
	1.01		Form of Underwriting Agreement with respect to the senior unsecured debt securities.
	4.01	*	Trust Indenture, dated as of February 1, 1999, between Southwestern Public Service Company and The Chase Manhattan Bank , as successor Trustee (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K (File No. 01-03789) dated February 25, 1999).
	4.02	*	First Supplemental Indenture, dated as of March 1, 1999, between Southwestern Public Service Company and The Chase Manhattan Bank , as successor Trustee (incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K (File No. 01-03789) dated February 25, 1999)
	4.03	*	Second Supplemental Indenture, dated as of October 1, 2001, between Southwestern Public Service Company and The Chase Manhattan Bank , as successor Trustee (incorporated by reference to Exhibit 4.01 to Current Report on Form 8-K (File No. 01-03789) dated October 23, 2001)
	4.04	*	Third Supplemental Indenture, dated as of October 1, 2003, between Southwestern Public Service Company and JPMorgan Chase Bank, N.A., as successor Trustee (incorporated by reference to Exhibit 4.04 to Quarterly Report on Form 10-Q (File No. 001-03034) dated November 13, 2003).
	4.05	*	Fourth Supplemental Indenture dated Oct. 1, 2006 between Southwestern Public Service Company and The Bank of New York as successor Trustee (incorporated by reference to Exhibit 4.01 to Current Report on Form 8-K (File No. 01-03789) dated October 3, 2006).
	4.06		Form of Supplemental Indenture establishing a series of senior unsecured debt securities under the Trust Indenture referenced in Exhibit 4.01 above, as supplemented.
	4.07		Form of Senior Unsecured Debt Securities (included in the Form of Supplemental Indenture in Exhibit 4.06 above).
	5.01		Opinion of Hinkle, Hensley, Shanor & Martin, L.L.P., as to the legality of the securities.
	5.02		Opinion of Jones Day as to the legality of the securities.
	12		Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
	23.01		Consent of Hinkle, Hensley, Shanor & Martin, L.L.P. (included in Exhibit 5.01).
	23.02		Consent of Jones Day (included in Exhibit 5.02).
	23.03		Consent of Deloitte & Touche LLP.
	24		Power of Attorney.
	25.01		Form T-1 Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Successor Trustee under the Trust Indenture relating to senior unsecured debt securities referenced in Exhibit 4.01 above, as supplemented.

*

Previously filed as indicated and incorporated herein by reference.

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TABLE OF CONTENTS
RISK FACTORS
ABOUT THIS PROSPECTUS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
WHERE YOU CAN FIND MORE INFORMATION
OUR COMPANY
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES (unaudited)
DESCRIPTION OF THE SENIOR UNSECURED DEBT SECURITIES
BOOK-ENTRY SYSTEM
PLAN OF DISTRIBUTION
LEGAL OPINIONS
EXPERTS
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.
Item 15. Indemnification of Director and Officers.
Item 16. Exhibits .
Item 17. Undertakings .

SIGNATURES
EXHIBIT INDEX

EX-1.01

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Exhibit 1.01

SOUTHWESTERN PUBLIC SERVICE COMPANY

(a New Mexico corporation)

FORM OF
UNDERWRITING AGREEMENT

To the Representatives of the Underwriters named
    in Schedule I hereto

Ladies and Gentlemen:

        Southwestern Public Service Company, a New Mexico corporation (the "Company"), proposes to sell to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), an aggregate of $ [                                    ] principal amount of its unsecured debt securities (the "Debt Securities") to be issued under its Indenture, dated as of February 1, 1999, from the Company to The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee"), as previously amended and supplemented and as to be amended and supplemented by a supplemental indenture relating to the Debt Securities (such Indenture as so supplemented and amended being hereinafter referred to as the "Indenture").

        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. Any such amendment or supplement was filed with the Commission and any such amendment has become effective. As used in this Agreement:

        (i)    "Applicable Time" means                         , New York City time, on the date of this Agreement;

        (ii)   "Effective Date" means any date as of which any part of such registration statement relating to the Debt Securities became, or is deemed to have become, effective under the Act in accordance with the rules and regulations thereunder;

        (iii)  "Final Term Sheet" means the final term sheet in the form attached as Schedule III hereto and prepared and filed pursuant to Section 4(a) hereof;

        (iv)  "Issuer Free Writing Prospectus" means each "free writing prospectus" (as defined in Rule 405 under the Act), including the Final Term Sheet, prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Debt Securities;

        (v)   "Preliminary Prospectus" means any preliminary form of prospectus supplement relating to the Debt Securities (together with the base prospectus in the form in which it appears in the Registration Statement) which has heretofore been or is required to be filed by the Company pursuant to Rule 424 under the Act and used prior to the filing of the Prospectus;

        (vi)  "Pricing Disclosure Package" means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed or used by the Company on or before the Applicable Time, including the pricing terms of the offering of the

Debt Securities and the terms and conditions of the Debt Securities specified in the Final Term Sheet;

        (vii) "Prospectus" means the base prospectus in the form in which it appears in the Registration Statement together with the final prospectus supplement relating to the Debt Securities, in the form in which it shall be filed by the Company with the Commission pursuant to Rule 424 under the Act (including the base prospectus as so supplemented); and

        (viii)  "Registration Statement" means, collectively, the various parts of such registration statement, each as amended as of the Effective Date for such part, including any Preliminary Prospectus or the Prospectus and all exhibits to such registration statement.

Any reference herein to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed 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 documents 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, such filing shall constitute an amendment or supplement to the Prospectus and 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. Any reference to the "most recent Preliminary Prospectus" shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) under the Act prior to or on the date hereof (including for purposes hereof, any documents incorporated by reference therein prior to or on the date hereof).

        (b)   No order preventing or suspending the use of any Preliminary Prospectus, the Prospectus, the Registration Statement or Issuer Free Writing Prospectus has been issued by the Commission and no proceeding for that purpose has been initiated or threatened by the Commission; the Registration Statement, on the Effective Date, 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 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 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, in light of the circumstances under which they were made, not misleading; provided that the Company makes no representations or warranties as to (A) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form 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. Each Preliminary Prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 of the Act, complied when so filed in all material respects with the rules under the Act, and each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

        (c)   The documents incorporated by reference in any Preliminary Prospectus or the Prospectus, when they were filed with the Commission, conformed in all material respects to the

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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)   The Pricing Disclosure Package, as of the Applicable Time did not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Company makes no representations or warranties as to (A) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (B) the information contained in or omitted from the Pricing Disclosure Package 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 Pricing Disclosure Package, which information is specified in Section 10(g) hereof.

        (e)   Prior to the execution of this Agreement, the Company has not made and will not make (other than the Final Term Sheet) any offer relating to the Debt Securities that would constitute an Issuer Free Writing Prospectus without the prior consent of the Representatives; any such Issuer Free Writing Prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule II hereto; the Company has complied and will comply with the requirements of Rule 433 under the Act with respect to any such Issuer Free Writing Prospectus; any such Issuer Free Writing Prospectus will not, as of its issue date and through the time the Debt Securities are delivered pursuant to Section 3 hereof, include any information that conflicts with the information contained in the Registration Statement and the Prospectus; and any such Issuer Free Writing Prospectus, when taken together with the information contained in the Registration Statement, any Preliminary Prospectus and the Prospectus, did not, when issued or filed pursuant to Rule 433, and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that this representation and warranty shall not apply to statements or omissions made therein in reliance upon and in conformity with the information furnished to the Company by or on behalf of an Underwriter expressly for use therein, it being understood and agreed that the only such information so furnished consists of the information described in Section 10(g).

        (f)    Deloitte & Touche LLP, which audited the financial statements and the related financial statement schedule as of and for the year ended December 31,                         , incorporated by reference in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus from the Company's Annual Report on Form 10-K for the year ended December 31,                        , is an independent registered public accounting firm as required by the Act and the rules and regulations of the Commission thereunder and do not provide to the Company any non-audit services which are prohibited by Section 10A(g) of the Exchange Act or which have not been pre-approved in accordance with Section 10A(h) of the Exchange Act.

        (g)   The financial statements of the Company filed as a part of or incorporated by reference in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and fairly present the financial position of the Company 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 such financial statements.

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        (h)   The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New Mexico 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 most recent Preliminary Prospectus; the Company is qualified to do business as a foreign corporation and is in good standing under the laws of the State of Texas; 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 in which its ownership or lease of property or the conduct of its business requires such qualification and the failure to so qualify might permanently impair title to property material to its operations or its right to enforce a material contract against others or expose it to substantial liabilities; and, except as set forth in the Pricing Disclosure Package and the Prospectus, the Company has all material licenses and approvals required at the date hereof to conduct its business, except where the failure to be so licensed or qualified would not have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company (a "Material Adverse Effect").

        (i)    The Company has no subsidiaries.

        (j)    The Company has not sustained since the date of the latest audited financial statements included or incorporated by reference in the most recent Preliminary Prospectus or 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 disturbance or dispute or action, order or decree of any court, arbitrator or governmental or regulatory authority, otherwise than as set forth or contemplated in the most recent Preliminary Prospectus and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the most recent Preliminary Prospectus, the Company has not 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 there has not been any material change in the capital stock or long-term debt of the Company or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, business, financial position, stockholder's equity, or results of operations of the Company, otherwise than as set forth or contemplated in the most recent Preliminary Prospectus and Prospectus.

        (k)   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 and 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 Articles of Incorporation, as amended, or by-laws of the Company, or conflict with, or result in the breach or violation of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any indenture, mortgage, deed of trust, loan agreement or other 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 result in the violation of any law, statute, 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.

        (l)    The Company has full right, power and authority to execute and deliver this Agreement, the Debt Securities and the Indenture and to perform its obligations hereunder and thereunder; and all action required to be taken by the Company for the due and proper authorization, execution and delivery of this Agreement, the Debt Securities and the Indenture and the consummation of the transactions contemplated hereby and thereby has been duly and validly taken.

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        (m)  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 general equitable principles, and will be entitled to the benefits of the Indenture which will be substantially in the form heretofore delivered to you.

        (n)   The Indenture has been duly authorized by the Company and has been duly qualified under the Trust Indenture Act 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 and general equitable principles.

        (o)   This Agreement has been duly authorized, executed and delivered by the Company.

        (p)   The Company has good title to all real and fixed property and leasehold rights and personal property which are owned by it, subject 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, certain minor defects in titles which are not material, 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 are 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.

        (q)   The Company is not and, after giving effect to the offering and sale of the Debt Securities and the application of the proceeds thereof as described in the most recent Preliminary Prospectus and the Prospectus, will not be 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 (the "Investment Company Act").

        (r)   Except as set forth in the most recent Preliminary Prospectus and the Prospectus, the Company (i) is 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"), (ii) has received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective business and (iii) is 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, individually or in the aggregate, have a Material Adverse Effect.

        (s)   Each of the Indenture and the Debt Securities conform in all material respects to the description contained in the Pricing Disclosure Package and the Prospectus.

        (t)    The issuance and sale of the Debt Securities have been duly authorized and approved by an order of the New Mexico Public Regulation Commission and such order is final and in full force and effect on the date hereof, the time for appeal therefrom or review thereof or intervention with respect thereto having expired; no further approval, authorization, consent or other order of any public board or body is legally required in connection with the transactions

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contemplated by this Agreement and the Indenture, except for the registration under the Act of the Debt Securities, the approvals under the Trust Indenture Act and as may be required under the blue sky laws of any jurisdiction or regulations of the Financial Industry Regulatory Authority ("FINRA") in connection with the purchase and distribution of the Debt Securities by the Underwriters in the manner contemplated herein and in the Prospectus.

        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 of [            ]% of the principal amount thereof, plus accrued interest, if any, from                          to the Closing Date (as defined below) hereunder, the principal amount of Debt Securities set forth opposite the name of such Underwriter in Schedule I hereto. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of the Debt Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither any Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

        3.    Delivery and Payment.    Delivery of and payment for the Debt Securities shall be made at [                                    ], at the offices of [                                    ] (the "Closing Location"), 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 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 name of Cede & Co., as nominee of The Depository Trust Company ("DTC") and deposited by or on behalf of the Company with DTC or its designated custodian. The Debt Securities will be made available to the Representatives for checking in New York, New York, not later than [                        ], New York City time, on the business day preceding the Closing Date. The documents to be delivered on the Closing Date on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Debt Securities and any additional documents requested by the Underwriters, will be delivered at the Closing Location, and the Debt Securities will be delivered at the office of DTC or its designated custodian, all at the Closing Date. A meeting will be held at the Closing Location at 4:00 p.m., New York City time, on the New York Business Day next preceding the Closing Date, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

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

        (a)   The Company will cause the Prospectus, in a form approved by the Representatives, to be filed pursuant to Rule 424(b) under the Act and will notify the Representatives promptly of such filing. The Company will prepare the Final Term Sheet, containing solely a description of the terms of the Debt Securities and of the offering, in the form attached as Schedule III hereto, will file such Final Term Sheet pursuant to Rule 433(d) 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 (whether physically or through compliance with Rule 172 under the Act or any similar rule), 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, (iv) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, (v) of the suspension of the qualification of the Debt Securities for offering or sale in any jurisdiction, (vi) of the initiation or threatening of any proceeding or examination for any such purpose, and (vii) of any request by the Commission for the amending or supplementing of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information. During the period for which a prospectus relating to the Debt Securities is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will not file (i) any amendment of the Registration Statement or supplement to the Prospectus (excluding 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 or (ii) any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representatives a copy of the document proposed to be so filed, such delivery to be made at least 24 hours prior to such filing, and the Company will consult with the Representatives as to any comments which the Representatives make in a timely manner with respect to such document. During the period for which a prospectus relating to the Debt Securities is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), the Company will promptly file all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Debt Securities. Following the Closing Date and for so long as a prospectus relating to the Debt Securities is required to be delivered under the Act, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company will promptly use its best efforts to obtain the withdrawal of such order. In the event of the Company's receipt of a notice objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, the Company will promptly take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Debt Securities by the Underwriters (and references herein to the "Registration Statement" shall include any such amendment or new registration statement).

        (b)   If, at any time when a prospectus relating to the Debt Securities is required to be delivered under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule), any event occurs as a result of which the Pricing Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material

7

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 and furnish to the Underwriters a reasonable number of copies thereof, 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 an earnings statement (which need not be audited) of the Company, for a twelve-month period beginning after the date of the Prospectus filed pursuant to Rule 424(b) 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 deliver to the Representatives conformed copies of the Registration Statement, the Preliminary Prospectus, the Prospectus and the Issuer Free Writing 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 (whether physically or through compliance with Rule 172 under the Act or any similar rule), 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)   Other than the Final Term Sheet prepared and filed pursuant to Section 4(a) hereof, without the prior written consent of the Representatives, the Company has not and will not make any offer relating to the Debt Securities that would constitute a "free writing prospectus" as defined in Rule 405 of the Act.

        (f)    The Company will promptly file all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act and will retain as and to the extent required by Rule 433 under the Act all Issuer Free Writing Prospectuses not required to be filed with the Commission pursuant to the rules and regulations under the Act. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representatives and, upon their request, file such document and prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance.

        (g)   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 in the United States 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.

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        (h)   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 all reports and financial statements filed with the Commission or any national securities exchange.

        (i)    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 long-term debt securities of the Company (except under prior contractual commitments which have been disclosed to you), without the prior written consent of the Representatives.

        (j)    In connection with the offering of the Debt Securities, until the Underwriters shall have notified the Company and the other Underwriters of the completion of the sale of the Debt Securities, the Company will not, and will use its best efforts to cause its controlled affiliates not to, either alone or with one or more other persons (i) bid for or purchase for any account in which it or any such affiliate has a beneficial interest any Debt Securities or attempt to induce any person to purchase any Debt Securities or (ii) make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Debt Securities.

        (k)   The Company will not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with the offering of the Debt Securities.

        5.    Agreements of the Underwriters.    Each Underwriter hereby represents and agrees that:

        (a)   it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any Issuer Free Writing Prospectus or any "free writing prospectus," as defined in Rule 405 under the Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) required to be filed by the Company with the Commission or retained by the Company pursuant to Rule 433 under the Act, other than (i) a free writing prospectus that contains no "issuer information" (as defined in Rule 433(h)(2) under the Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) the Final Term Sheet, or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing; and

        (b)   it will, pursuant to reasonable procedures developed in good faith, retain, as and to the extent required under Rule 433 under the Securities Act, copies of each free writing prospectus used or referred to by it, in accordance with Rule 433.

        6.    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 preparation, printing, filing and distribution of the Registration Statement (including all exhibits thereto), any Preliminary Prospectus, the Prospectus (including all documents incorporated by reference therein), any Issuer Free Writing Prospectus 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 rating of the Debt Securities, all costs and expenses of the printing and distribution of all documents in connection with this underwriting, the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties) and all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, the Financial Industry Regulatory Authority. Except as provided in this Section 6 and

9

Sections 9 and 10 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.

        7.    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 on and as of the Closing Date 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 shall have been filed with the Commission pursuant to Rule 424(b) under the Act 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; all filings (including, without limitation, the Final Term Sheet) required by Rule 433 under the Act shall have been made, and no such filings shall have been made without the consent of the Representatives; no stop order suspending the effectiveness of the Registration Statement or any part thereof or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus 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 Jones Day and Hinkle Hensley, Shanor & Martin L.L.P., counsel for the Company, substantially in the forms included as Exhibits A and B, respectively.

        (c)   The Representatives shall have received from [                                    ], counsel for the Underwriters, such opinion or opinions dated the Closing Date with respect to such 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 paragraphs (a) and (h) of this Section 7 and to the further effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and that, to the best of his or her knowledge:

        (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, financial or otherwise, or in the earnings, affairs or business prospects of the Company, whether or not arising in the ordinary course of business, from that set forth or contemplated by the Registration Statement, the most recent Preliminary Prospectus or Prospectus.

        (e)   The Representatives shall have received letters from Deloitte & Touche LLP, independent public accountants 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 registered public accounting firm with respect to the Company as required by the Act and published rules and regulations of the Commission thereunder, (ii) in their opinion, the financial statements and supplemental schedules included or incorporated by reference in the Registration Statement, Preliminary Prospectus or Prospectus and covered by their opinion filed with the Commission under Section 13 of the Exchange Act comply as to form in all material

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respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations of the Commission thereunder, (iii) that they have performed limited procedures, not constituting an audit, including a reading of the latest available interim financial statements of the Company, a reading of the minutes of meetings of the Board of Directors, committees thereof, and of the shareholder of the Company since the date of the most recent audited financial statements included or incorporated by reference in the Preliminary Prospectus or the Prospectus, inquiries of officials of the Company 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 financial statements of the Company included or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus for them to be in conformity with generally accepted accounting principles or that any unaudited financial statements of the Company included or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the 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, the Preliminary Prospectus or the Prospectus, there were any adverse changes, at a specified date not more than three business days prior to the date of the letter, in the capital stock of the Company, increases in long-term debt or decreases in stockholder's equity or net current assets of the Company as compared with the amounts shown on the most recent balance sheet included or incorporated by reference 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 or net income of the Company, 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 or, to the extent not so derived, from schedules prepared by Company officers responsible for such accounting records) included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the 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 most recent Preliminary Prospectus, there shall not have been any adverse change or decrease specified in the letter dated the Closing Date referred to in paragraph (e) of this Section 7 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 Pricing Disclosure Package.

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        (g)   Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Debt Securities or any other debt securities or preferred stock of or guaranteed by the Company by any "nationally recognized statistical rating organization," as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Act (other than downgrades of debt issued by or on behalf of governmental entities and insured by third parties for the benefit of the Company) and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Debt Securities or of any other debt securities or preferred stock of or guaranteed by the Company (other than an announcement with positive implications of a possible upgrading and other than with respect to debt issued by or on behalf of governmental entities and insured by third parties for the benefit of the Company).

        (h)   The Company (i) shall not have sustained since the date of the latest audited financial statements included or incorporated by reference in the most recent Preliminary 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 disturbance or dispute or action, order or decree of any court, arbitrator or governmental or regulatory authority, otherwise than as set forth or contemplated in the most recent Preliminary Prospectus, and (ii) shall not have incurred since the date of this Agreement, 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 there shall not have been any change in the capital stock or long-term debt of the Company or any change, or any development involving a prospective change, in or affecting the general affairs, management, business, financial position, stockholder's equity, results of operations or prospects of the Company otherwise than as set forth or contemplated in the most recent Preliminary Prospectus and the Prospectus, the effect of which, in any such case described in clause (i) or (ii) above is in the judgment of the Underwriters so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or the delivery of the Debt Securities on the terms and in the manner contemplated by this Agreement and the Prospectus.

        (i)    No Representative shall have advised the Company that the Registration Statement, Pricing Disclosure Package 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)    No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Debt Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Debt Securities.

        (k)   All corporate proceedings and other legal matters incident to the authorization, form and validity of the Indenture and this Agreement and the transactions contemplated hereby shall be reasonably satisfactory to counsel to the Underwriters, and prior to the Closing Date, the Company shall have furnished to the Representatives such other customary information, certificates and documents as they may reasonably request.

        (l)    The Company and Trustee shall have entered into the supplemental Indenture relating to the Debt Securities, and the Representatives shall have received counterparts, conformed as executed thereof, and the Debt Securities shall have been duly executed and delivered by the Company and authenticated by the Trustee.

        If any of the conditions specified in this Section 7 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

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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 facsimile transmission confirmed in writing.

        8.    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 Representatives, threatened.

        (b)   The order of The New Mexico Public Regulation Commission referred to in Section 1(x) hereof shall be final and in full force and effect.

        If any of the conditions specified in this Section 8 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.

        9.    Reimbursement of Underwriters' Expenses.    If the sale of the Debt Securities provided for herein is not consummated (i) because this Agreement is terminated pursuant to Section 12 or (ii) because any condition to the obligations of the Underwriters set forth in Section 7 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.

        10.    Indemnification.

        (a)   The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) or any "issuer information" filed or required to be filed pursuant to Rule 433(d) under the Act or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any Preliminary Prospectus, shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Debt Securities, or any affiliate, director or officer of such Underwriter, or any person controlling such Underwriter if (i) prior to the Applicable Time the Company shall have notified such Underwriter that a part of the Preliminary Prospectus contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to

13

make the statements therein not misleading (except that such notification shall not be required with respect to the omission of the Rule 430B Information), (ii) such untrue statement or omission of a material fact was corrected in a subsequent Preliminary Prospectus or Prospectus and such subsequent part was provided to such Underwriter far enough in advance of the Applicable Time so that such subsequent part could have been provided to such person prior to the Applicable Time, (iii) the Underwriter did not send or give such subsequent part to such person at or prior to the time of sale of Debt Securities to such person and (iv) such loss, claim, damage or liability would not have occurred had the Underwriter delivered such subsequent part to such person as provided for in clause (iii) above.

        (b)   Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information identified in Section 10(g) hereof as being provided by the Underwriters.

        (c)   If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the "Indemnified Person") shall promptly notify the person against whom such indemnification may be sought (the "Indemnifying Person") in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 10 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 10. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person, which may be counsel to the Indemnifying Person, to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 10 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all

14

Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

        (d)   If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) 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 or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) 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 that resulted in such losses, claims, damages or liabilities, 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 respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Debt Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Debt Securities. The relative fault of the Company on the one hand and the Underwriters on the other 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 or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

        (e)   The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 10 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 that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 10, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Debt Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged

15

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 to contribute pursuant to this Section 10 are several in proportion to their respective purchase obligations hereunder and not joint.

        (f)    The remedies provided for in this Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

        (g)   The Underwriters severally confirm and the Company acknowledges that the statements with respect to the offering of the Debt Securities by the Underwriters set forth in the                                      paragraphs in the section entitled "Underwriting" in the prospectus supplement that is a part of the Preliminary Prospectus and the Prospectus and (ii) the information contained in the last sentence of the last paragraph in Schedule III relating to the Representatives are correct and constitute the only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Final Term Sheet. .

        11.    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 36 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 36 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

16

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 6 hereof and the indemnity and contribution agreements in Section 10 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 Debt Securities, if prior to such time (i) trading shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities or a material disruption in commercial banking or securities clearance or settlement services shall have occurred or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Debt Securities on the terms and in the manner contemplated by this Agreement, any Preliminary Prospectus and 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 Debt Securities. The provisions of Sections 6, 9 and 10 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                                      or, if sent to the Company, will be mailed, delivered or transmitted and confirmed to it at                                     , Attention:                                     . All communications shall take effect at the time of receipt thereof.

        15.    Persons Entitled to Benefit of Agreement.    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 10 hereof, and the affiliates of each Underwriter referred to in Section 10 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Debt Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

        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.

17

        19.    Amendment and Waiver.    No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

        20.    Other.    Time shall be of the essence for all purposes of this Agreement. As used herein, "business day" shall mean any day other than a day on which banks are permitted or required to be closed in New York City.

        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,

SOUTHWESTERN PUBLIC SERVICE COMPANY

By:

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

By:	[NAME OF REPRESENTATIVES]
By:
	For itself and as Representative of the several Underwriters, if any, named in Schedule I to the foregoing Agreement.

18

SCHEDULE I

Name	Amount
Total	$

SCHEDULE II

Issuer Free Writing Prospectuses

SCHEDULE III

Final Term Sheet

        Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-                        

$                        
SOUTHWESTERN PUBLIC SERVICE COMPANY
                        % SENIOR NOTES, SERIES DUE                                     

FINAL TERMS AND CONDITIONS

Issuer:	Southwestern Public Service Company
Issue Format:	SEC Registered
Ratings:
Note Type:	Senior Notes
Total Principal Amount:	$
Pricing Date:
Settlement Date:
Maturity Date:
Interest Payment Dates:	Each                          and                         , commencing on
Day Count:	30/360
Reference Benchmark:
Benchmark Price:
Benchmark Yield:
Re-offer Spread:
Re-offer Yield:
Coupon:
Re-offer/Issue Price to Public:
All-in Price to Issuer
All-in Yield:
Make-Whole Call:
Minimum Denominations:	$1,000
Joint Bookrunners:
Co-Managers:

Note:    A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling                                      toll free at                         , by calling                                      at                          or by calling                                      toll free at                         .

EXHIBIT A

Form of Opinion of Jones Day

[Letterhead of Jones Day]

[UNDERWRITERS]

Re:

[            ] million principal amount of Series [            ] Senior Notes, [            ]% due [            ] of Southwestern Public Service Company, a New Mexico corporation

Ladies and Gentlemen:

        We have acted as special counsel for Southwestern Public Service Company, a New Mexico corporation (the "Company"), in connection with the purchase from the Company by the underwriters named in Schedule I to the Underwriting Agreement (as defined below) (collectively, the "Underwriters"), pursuant to the Underwriting Agreement, dated as of [                                    ] (the "Underwriting Agreement"), by and between the Company and acting as representatives of the several Underwriters, of $[                        ] million in principal amount of its Series [            ] Senior Notes, [            ]% due [            ] (the "Debt Securities") issued under the Indenture, dated as of February 1, 1999 (the "Indenture"), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee"), as amended and supplemented, and the [                        ] Supplemental Indenture, dated as of [                                    ], by and between the Company and the Trustee (the "Supplemental Indenture"). The Indenture, as amended and supplemented, and the Supplemental Indenture are herein collectively referred to as the "Indenture." This letter is furnished to the Underwriters pursuant to Section 7(b) of the Underwriting Agreement. Except as otherwise defined herein, terms used in this letter but not otherwise defined herein are used as defined in the Underwriting Agreement.

        In connection with the opinions and views expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions and views. Based upon the foregoing and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

        1.     Assuming that (a) the Company is a corporation existing and in good standing under the laws of the State of New Mexico and (b) the Indenture (i) has been (A) authorized by all necessary corporate action of the Company and (B) executed and delivered by the Company under the laws of the State of New Mexico and (ii) does not violate the laws of the State of New Mexico, the Indenture constitutes a valid and binding obligation of the Company under New York law, enforceable against the Company in accordance with its terms.

        2.     Assuming that (a) the Company is a corporation existing and in good standing under the laws of the State of New Mexico and (b) the Debt Securities (i) have been (A) authorized by all necessary corporate action of the Company and (B) validly issued, executed and delivered by the Company under the laws of the State of New Mexico and (ii) do not violate the laws of the State of New Mexico, the Debt Securities, when authenticated by the Trustee in accordance with the terms of the Indenture and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, will constitute valid and binding obligations of the Company under New York law, enforceable against the Company in accordance with their terms.

        3.     Assuming that the issuance and sale of the Debt Securities have been duly authorized and approved by an order of The New Mexico Public Regulation Commission and such order is final and in full force and effect on the date hereof, no consent, approval, authorization or order of, or filing with, any governmental agency or body or any court of the United States or the State of New York is required in connection with the issuance or sale of the Debt Securities by the Company to

A-1

the Underwriters, except as may be required under (i) state securities or blue sky laws or (ii) the Securities Act of 1933 (the "Securities Act"), the Securities Exchange Act of 1934 or the Trust Indenture Act of 1939 (the "Trust Indenture Act").

        4.     The (i) execution, delivery and performance of (A) the Indenture by the Company and (B) the Underwriting Agreement by the Company, (ii) issuance and sale of the Debt Securities by the Company and (iii) compliance with the terms and provisions thereof by the Company will not violate any law or regulation known to us to be generally applicable to transactions of this type, or any order or decree of any court, arbitrator or governmental agency that is binding upon the Company or its property or any agreement to which the Company is a party or bound (this opinion being limited (i) to those orders and decrees identified on Exhibit A attached hereto and to those agreements identified on Exhibit B attached hereto, and (ii) in that we express no opinion with respect to any violation (a) not readily ascertainable from the face of any such order, decree or agreement, (b) arising under or based upon any cross default provision insofar as it relates to a default under an agreement not identified on Exhibit B attached hereto, or (c) arising as a result of any violation of any agreement or covenant by failure to comply with any financial or numerical requirement requiring computation).

        5.     The Company is not required to register as an "investment company," as such term is defined in the Investment Company Act of 1940.

        6.     The statements contained in the Pricing Disclosure Package and the Prospectus under the captions "Description of Debt Securities" and "Supplemental Description of the Senior Notes," insofar as such statements purport to summarize legal matters or provisions of documents referred to therein, present fair summaries of such legal matters and documents.

        We have participated in the preparation of the Company's registration statement on Form S-3 (Registration No. 333-                                    ) (the "Registration Statement"), the prospectus dated                                      (the "Base Prospectus"), the preliminary prospectus supplement dated                                      (together with the Base Prospectus, the "Preliminary Prospectus"), the information identified on Schedule II of the Underwriting Agreement (together with the Preliminary Prospectus, the "Pricing Disclosure Package") and the prospectus supplement dated                                      (together with the Base Prospectus, the "Prospectus"). From time to time, we have had discussions with certain officers, directors and employees of the Company and Xcel Energy Inc., a Minnesota corporation and the parent company of the Company, with representatives of Deloitte & Touche LLP, the independent registered public accounting firm who examined the financial statements of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, with the Underwriters and with counsel to the Underwriters concerning the information contained in or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus and the proposed responses to various items in Form S-3. Based on the participation and discussions described above, we are of the view that the Registration Statement (including all information deemed to be part of and included therein pursuant to Rule 430B under the Securities Act, as of                                     , which is the date you have identified as the earlier of the date the Prospectus was first used or the date of the first contract of sale of any Debt Securities (such date, the "Effective Date"), and the Prospectus, as of its date, complied as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder, except that we express no view with respect to (i) the financial statements, financial schedules and other financial and statistical data included or incorporated by reference therein or (ii) the information referred to under the caption "Experts" as having been included or incorporated by reference therein on the authority of Deloitte & Touche LLP, as experts.

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        We have not independently verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness (except as and to the extent set forth in paragraph 6 above) of the information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Based on the participation and discussions described above, however, no facts have come to our attention that cause us to believe that the Registration Statement (including all information deemed to be part thereof and included therein pursuant to Rule 430B under the Securities Act), as of the Effective Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, that the Pricing Disclosure Package, as of                                      New York City time, on                                      (which is the time that you have informed us was prior to the first contract of sale of any Debt Securities by the Underwriters), included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or that the Prospectus, as of its date and as of the date hereof, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that we express no view with respect to (i) the financial statements, financial schedules and other financial and statistical data included or incorporated by reference therein or (ii) the information referred to under the caption "Experts" as having been included or incorporated by reference therein on the authority of Deloitte & Touche LLP, as experts.

        The Registration Statement has become effective under the Securities Act, and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened by the Commission.

        The Indenture has been qualified under the Trust Indenture Act.

        The opinions and views set forth above are subject to the following limitations, qualifications and assumptions:

        We have assumed, for purposes of the opinions and views expressed herein, the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. For the purposes of the opinions and views expressed herein, we also have assumed that the Trustee has authorized, executed, authenticated and delivered the documents or securities to which it is a party and that each of such documents or securities is the valid, binding and enforceable obligation of the Trustee.

        As to facts material to our opinions and assumptions expressed herein, we have, with your consent, relied upon oral or written statements and representations of officers and other representatives of the Company and others, including the representations and warranties of the Company in the Underwriting Agreement. We have not independently verified such matters.

        Our opinions set forth in paragraphs 1 and 2 above with respect to the enforceability of the documents or securities referred to in such opinions are subject to: (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors' rights and remedies generally; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, good faith and fair dealing and the discretion of the court before which any proceeding may be brought; (iii) the qualification that we express no opinion as to the validity, binding effect or enforceability of any provision in any document or security relating to indemnification, contribution or exculpation that may be violative of the public policy underlying any law, rule or regulation (including any federal or state

A-3

securities law, rule or regulation); and (iv) the qualification that to the extent any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions of the documents or securities referred to therein, our opinion is rendered in reliance upon N.Y. Gen. Oblig. Law §§ 5-1401, 5-1402 (McKinney 2001) and N.Y. C.P.L.R. 327(b) (McKinney 2001), and that such enforceability may be limited by public policy considerations.

        With respect to our opinions in paragraph 3, we express no opinion as to state securities or "blue sky" laws.

        The statement above with respect to the effectiveness of the Registration Statement under the Securities Act is based solely on the Notice of Effectiveness relating to the Registration Statement as published by the Commission on its Web site on                                     . In addition, the statement above with respect to no stop order suspending the effectiveness of the Registration Statement having been issued and no proceedings for that purpose being pending or threatened by the Commission are based solely on telephone conversations involving lawyers in our firm actively engaged in our representation of the Company in this matter and members of the staff of the Commission, and such statement is made as of the time of such conversations.

        The opinions and views expressed herein are limited to (i) the federal securities laws of the United States of America and (ii) the laws of the State of New York, in each case as currently in effect, and we express no opinion or view as to the effect of the laws of any other jurisdiction on the opinions and views expressed herein. Our opinions are limited to those expressly set forth herein, and we express no opinions by implication.

        This letter is furnished by us, to you, solely for the benefit of the Underwriters and solely with respect to the purchase of the Debt Securities from the Company by the Underwriters upon the understanding that we are not hereby assuming any professional responsibility to any other person whatsoever, and that this letter is not to be used, circulated, quoted or otherwise referred to for any other purpose.

        Very truly yours,                

A-4

EXHIBIT B

Form of opinion of Hinkle, Hensley, Shanor & Martin L.L.P.

[Letterhead of Hinkle, Hensley, Shanor & Martin L.L.P.]

[Insert Underwriters]

Re:

$[            ] principal amount of Debt Securities, Series due [            ], [            ]% of Southwestern Public Service Company, a New Mexico corporation.

Ladies and Gentlemen:

        This opinion is being furnished to you in connection with the issue and sale by Southwestern Public Service Company (the "Company") of $[            ] principal amount of Debt Securities, Series due [            ], [            ]% herein called the "Debt Securities". This opinion is being delivered to you pursuant to Section 7(b) of the Underwriting Agreement, dated [            ] (the "Underwriting Agreement"), between the Company and the several underwriters named therein (the "Underwriters"). Unless otherwise stated, defined terms used herein shall have the respective meanings given them in the Underwriting Agreement.

        We are familiar with the legal matters pertaining to, and the corporate proceedings of the Company taken with respect to, the authorization, issuance and sale by the Company of the Debt Securities. We have examined, among other things, the Registration Statement and the Prospectus, and any amendment or supplement thereto, the corporate records of the Company, the Indenture, the Supplemental Indenture creating the Debt Securities, the proceedings before The New Mexico Public Regulation Commission with respect to the issuance and sale of the Debt Securities and such other proceedings, papers and documents as we have deemed relevant for the purpose of rendering the opinions enumerated below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of all such latter documents. We have relied as to various questions of fact (but not as to legal conclusions) upon discussions with officers and representatives of the Company and the representations and warranties of the Company contained in the Underwriting Agreement and upon the certificates of public officials and of officers of the Company being delivered to you thereunder. With respect to the opinions expressed in paragraph (vi) below, we have relied on information obtained from public records and from the Company.

        On the basis of the foregoing, and subject to the limitations and qualifications set forth herein, it is our opinion that:

        1.     The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of New Mexico with corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the most recent Preliminary Prospectus and Prospectus and to enter into and perform its obligations under the Underwriting Agreement; and the Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business;

        2.     The Indenture has been duly and validly authorized, executed and delivered by the Company and (assuming the Indenture has been duly authorized, executed and delivered by the Trustee)

B-1

constitutes a legal, valid and binding obligation of the Company under the laws of the State of New Mexico, and does not violate New Mexico law;

        3.     The issuance and sale by the Company of the Debt Securities pursuant to the Underwriting Agreement have been duly authorized by all necessary corporate action; the Debt Securities have been duly and validly authorized, executed and delivered by the Company and (assuming the Debt Securities have been duly authenticated and delivered by the Trustee) constitute legal, valid and binding obligations of the Company under the laws of the State of New Mexico, and do not violate New Mexico law.

        4.     The issuance and sale of the Debt Securities have been duly authorized and approved by an order of The New Mexico Public Regulation Commission and such order is final and in full force and effect on the date hereof, the time for appeal therefrom or review thereof or intervention with respect thereto having expired; no further approval, authorization, consent or other order of any public board or body (including the Public Utility Commission of Texas) is required in connection with the transactions contemplated by the Underwriting Agreement or the Indenture, other than approvals that may be required under blue sky laws of any jurisdiction in connection with the purchase and distribution of the Debt Securities by the Underwriters in the manner contemplated herein and in the Prospectus;

        5.     The Underwriting Agreement has been duly authorized, executed and delivered by the Company;

        6.     With minor exceptions relating to the use of streets and highways outside incorporated communities in New Mexico, and Texas and with respect to the right of the City of Pampa, Texas, to purchase properties of the Company within its limits at a purchase price to be determined upon appraisal, the Company holds valid franchises in the territory in which it operates which have no burdensome restrictions and are adequate to conduct its business in such territory;

        7.     Neither the execution and delivery of the Underwriting Agreement or the Supplemental Indenture, the issue and sale of the Debt Securities, nor the consummation of any other of the transactions therein contemplated, nor the fulfillment of the terms thereof will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the Restated Articles of Incorporation, as amended, or By-Laws; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument known to us to which the Company is a party or bound or to which its or their property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its or their properties;

        8.     Other than as set forth in the Prospectus there is not pending or, to the best of our knowledge, threatened any action, suit, proceeding, inquiry or investigation, to which the Company is a party, or to which the property of the Company thereof is subject, before or brought by any court or governmental agency or body, which individually or in the aggregate, would have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in the Underwriting Agreement or the performance of its obligations thereunder or the transactions contemplated by the Prospectus;

        In connection with this opinion, we have participated in discussions with officers and representatives of the Company, in certain of which your representatives and counsel also participated and at which the affairs of the Company and the contents of the Registration Statement, the Pricing

B-2

Disclosure Package and the Prospectus were discussed. There is no assurance that all possible material facts as to the Company were disclosed to us or that our familiarity with the Company or the operations in which it is engaged is such that we have necessarily recognized the materiality of such facts as were disclosed, and we have to a large extent relied upon statements of officers and representatives of the Company as to the materiality of those facts disclosed to us. We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Subject to the foregoing, and to the other limitations and qualifications expressed in this letter, we may state that nothing has come to our attention that would lead us to believe that the Registration Statement, when it became effective, or at the Time of Sale, 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, the Pricing Disclosure Package at the Time of Sale, as of                         ,                          Time, on                          (being a time that you have informed us was prior to the sale of the Debt Securities by the Underwriters as contemplated by the Prospectus) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or that, at the date the Prospectus Supplement was filed with the Securities and Exchange Commission, the Prospectus included, or, at the date hereof, the Prospectus includes an untrue statement of a material fact or omitted, or omits, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that we do not express any belief as to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as to any information contained therein furnished to the Company in writing by any Underwriter expressly for use therein or as to the Statement of Eligibility.

        This opinion is limited to the laws of the States of New Mexico and Texas and the federal law of the United States of America. We are not opining herein with respect to the securities or "blue sky" laws of any state. Finally, this opinion speaks as of the date hereof and we undertake no responsibility to advise you of any change in circumstances after the date hereof.

         [                                    ] is hereby authorized to rely upon this letter as if this letter were addressed to it. This letter is not being delivered for the benefit of, nor may it be relied upon by, the holders of the Debt Securities or any other party to which it is not specifically addressed or to which reliance has not expressly been permitted hereby.

Very truly yours,                

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Exhibit 1.01

EX-4.06

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Exhibit 4.06

FORM OF SUPPLEMENTAL INDENTURE

SOUTHWESTERN PUBLIC SERVICE COMPANY

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee

                         SUPPLEMENTAL INDENTURE

Dated as of                         

Supplementing the Indenture

Dated as of February 1, 1999

        THIS [                        ] SUPPLEMENTAL INDENTURE, dated as of [                        ] is between SOUTHWESTERN PUBLIC SERVICE COMPANY, a New Mexico corporation (hereinafter called the "Issuer" or the "Company"), having its principal office at Tyler at Sixth Street, Amarillo, Texas 79101, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as successor to THE CHASE MANHATTAN BANK, as Trustee (hereinafter called the "Trustee"), having its office at 700 S. Flower Street, Suite 500, Los Angeles, California 90017.

Recitals of the Issuer

        The Issuer and the Trustee have heretofore entered into an Indenture, dated as of February 1, 1999, a First Supplemental Indenture, dated as of March 1, 1999, a Second Supplemental Indenture dated as of October 1, 2001, a Third Supplemental Indenture dated as of October 1, 2003, a Fourth Supplemental Indenture dated as of October 1, 2006 (such Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and this Supplemental Indenture, being hereinafter referred to as the "Indenture"), relating to the issuance at any time or from time to time of its Securities on terms to be specified at the time of issuance. Pursuant to Section 7.08 of the Indenture, JPMorgan Chase Bank, N.A. succeeded The Chase Manhattan Bank as trustee under the Indenture and The Bank of New York subsequently succeeded JPMorgan Chase Bank, N.A. as trustee under the Indenture. The Bank of New York Mellon (formerly The Bank of New York) subsequently resigned as trustee and The Bank of New York Mellon Trust Company, N.A. was appointed as successor trustee under the Indenture. Terms used and not otherwise defined herein shall (unless the context otherwise clearly requires) have the respective meanings given to them in the Indenture.

        The Indenture provides in Article Two thereof that, prior to the issuance of Securities of any series, the form of such Securities and the terms applicable to such series shall be established in, or pursuant to, the authority granted in a resolution of the Board of Directors (delivered to the Trustee in the form of a Bond Resolution) or established in one or more indentures supplemental thereto.

        The Issuer desires by this Supplemental Indenture, among other things, to establish the form of the Securities of a Series, to be titled Series [            ] Senior Notes, [            ]% due [                        ] of the Issuer, and to establish the terms applicable to such series, pursuant to Sections 2.01 and 10.01 of the Indenture. The Issuer has duly authorized the execution and delivery of this Supplemental Indenture.

        Article Ten of the Indenture provides that the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time amend the Indenture without the consent of Securityholders for certain purposes enumerated in Section 10.01 thereof, including purposes set forth in subsection (4) of said Section 10.01.

        The execution and delivery of this Supplemental Indenture by the parties hereto are in all respects authorized by the provisions of the Indenture. All things necessary have been done to make this Supplemental Indenture a valid, legal and binding agreement of the Issuer, in accordance with its terms.

        The Issuer has requested that the Trustee execute and deliver this Supplemental Indenture.

        NOW, THEREFORE, THIS [                        ] SUPPLEMENTAL INDENTURE WITNESSETH:

        For and in consideration of the premises, it is mutually covenanted and agreed, as follows:

ARTICLE I.

ESTABLISHMENT OF SERIES [            ] NOTES, [            ]% DUE [            ]

        Section 1.01.    The title of the series of the Securities established by this Supplemental Indenture shall be Series [            ] Senior Notes, [            ]% due [            ] of the Issuer (hereinafter called the "Series [            ] Notes"). The Series [            ] Notes shall be issued in registered form substantially in

the form set forth in Exhibit A hereto (which is hereby incorporated herein and made a part hereof), subject to changes in the form thereof made by the Issuer and acceptable to the Trustee.

        Section 1.02.    The Series [            ] Notes shall be limited to $[                  ] aggregate principal amount except as provided in Section 1.06 of this Supplemental Indenture.

        Section 1.03.    The Series [            ] Notes may be issued in whole or in part as one or more Global Securities and The Depository Trust Company, or a nominee thereof, shall be the Depository for such Global Security or Global Securities. The Depository for such Global Security or Global Securities representing Series [            ] Notes may surrender one or more Global Securities representing Series [            ] Notes in exchange in whole or in part for individual Series [            ] Notes on such terms as are acceptable to the Issuer and such Depository and otherwise subject to the terms of Section 2.12 of the Indenture.

        Section 1.04.    The Issuer hereby appoints, or confirms the appointment of, The Bank of New York Mellon Trust Company, N.A., as the Trustee, Transfer Agent and Paying Agent, subject to the provisions of the Indenture with respect to resignation, removal and succession, and subject, further, to the right of the Issuer to appoint additional agents (including Paying Agents).

        Section 1.05.    The terms of the Series [            ] Notes shall be as set forth in Exhibit A hereto, and shall include the payment and other terms reflected on the Series [            ] Notes as actually executed, authenticated and delivered under the Indenture.

        Section 1.06.    The Series [            ] Notes may be reopened and additional Securities of Series [            ] Notes may be issued in excess of the amount initially authenticated and delivered, provided that such additional Securities of Series [            ] Notes will contain the same terms (including the stated maturity and interest rate) as the other Series [            ] Notes. Any such additional Securities of Series [            ] Notes, together with the other Series [            ] Notes, shall constitute a single series for purposes of the Indenture.

ARTICLE II.

MISCELLANEOUS

        Section 2.01.    The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture

        Section 2.02.    The Indenture, as supplemented by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

        Section 2.03.    This Supplemental Indenture may be executed in any number of counterparts, and on separate counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

        Section 2.04.    If any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, through operation of Section 318(c), such imposed duties shall control.

        Section 2.05.    The laws of the State of New York shall govern this Supplemental Indenture and the Series [            ] Notes, unless federal law governs.

2

        Section 2.06.    The Article headings herein are for convenience only and shall not affect the interpretation hereof.

        IN WITNESS WHEREOF, the parties hereto have caused this [                        ] Supplemental Indenture to be duly executed, and the Company has caused its corporate seal to be hereunto affixed and attested as of the [            ] day of [            ], [            ].

SOUTHWESTERN PUBLIC SERVICE COMPANY
By:
	Name:
	Title:
	[Seal]
Attest:
	Name:
	Title:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:
	Authorized Signatory
	Name:
	Title:

3

EXHIBIT A

CUSIP: [            ] $                                    

        THIS SECURITY IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS 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 INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOUTHWESTERN PUBLIC SERVICE COMPANY

Series [            ] Senior Notes, [            ]% due [            ]

        Southwestern Public Service Company promises to pay to                                      or registered assigns the principal sum of                                      Dollars on [            ].

Interest Payment Dates:        [            ] and [            ]

Record Dates:        [            ] and [            ]

A-1

SOUTHWESTERN PUBLIC SERVICE COMPANY

Series [            ] Senior Notes, [            ]% due [            ]

        1.     Interest.

        Southwestern Public Service Company ("Company"), a corporation organized and existing under the laws of the State of New Mexico, promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company will pay interest on [            ] to the holder of record on [            ] and on [            ] to the holder of record on [            ] of each year commencing [                        ], [            ]. Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from [            ]. Interest will be computed 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 Note 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 Note 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 Note is required to be paid. As used herein, "Business Day" means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in The City of New York, New York or other city in which is located any office or agency maintained for the payment of principal or interest on this Note, are authorized or required by law, regulation or executive order to remain closed.

        2.     Method of Payment.

        The Company will pay interest on this Note to the person who is the registered Holder of the Note at the close of business on the record date for the next interest payment date, except as otherwise provided in the Indenture. This Note must be surrendered to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. So long as this Note is in book entry only form and registered in the name of The Depository Trust Company, or a nominee thereof, as Depositary, the Company will wire any payments of principal, interest or premium to such Depositary. Otherwise, the Company may pay principal and interest by check payable in such money. It may mail an interest check to the Holder's registered address.

        3.     Bond Agents.

        The Bank of New York Mellon Trust Company, N.A. will act as Paying Agent and Transfer Agent. The Company may change any Paying Agent or Transfer Agent without notice or provide for more than one such agent. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee. Subject to certain conditions, the Company may change the Trustee.

        4.     Indenture.

        This Note is one of a series of securities issued under an Indenture dated as of February 1, 1999 ("Indenture") between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Chase Manhattan Bank and The Bank of New York Mellon ("Trustee"). The terms of this Note include those stated in the Indenture including in the [                        ] Supplemental Indenture dated as of [                                    ] creating the Notes of this series and those made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb). Securityholders are referred to the Indenture, the Supplemental Indenture and the Act for a statement of such terms.

A-2

        5.     Redemption.

[INSERT REDEMPTION PROVISIONS]

        6.     Notice of Redemption.

        Notice of redemption will be mailed at least 30 days before the date fixed for redemption to the Holder hereof to be redeemed at such Holder's registered address.

        A notice of redemption may provide that it is subject to the occurrence of any event before the date fixed for such redemption as described in such notice ("Conditional Redemption") and such notice of Conditional Redemption shall be of no effect unless all such conditions to the redemption have occurred before such date or have been waived by the Company.

        7.     Denominations, Transfer, Exchange.

        The Notes of this series are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. The transfer of this Note may be registered and this Note may be exchanged as provided in the Indenture. The Transfer Agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange or register the transfer of this Note or portion thereof selected for redemption. Also, it need not exchange or register the transfer of this Note for a period of 15 days before a selection of Securities to be redeemed.

        8.     Persons Deemed Owners.

        The registered holder of this Note may be treated as its owner for all purposes.

        9.     Amendments and Waivers.

        Subject to certain exceptions, the Indenture or the Notes of this series may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment. Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series.

        Without the consent of any Securityholder, the Indenture or the Notes of this series may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder.

        10.   Restrictive Covenants.

        The Notes of this series are unsecured general obligations of the Company and shall initially be authenticated and delivered in the aggregate principal amount of $[                        ] principal amount. The Notes of this series may be reopened and additional Notes of this series may be issued in accordance with the terms of the Indenture. The Indenture does not limit other unsecured debt.

        11.   Successors.

        When a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations.

        12.   Defeasance Prior to Redemption or Maturity.

        Subject to certain conditions as set forth in Article 8 of the Indenture, the Company at any time may terminate some or all of its obligations under this Note and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on this Note to redemption or maturity. U.S. Government Obligations are securities backed by the full

A-3

faith and credit of the United States of America or certificates representing an ownership interest in such Obligations.

        13.   Defaults and Remedies.

        An Event of Default includes: default for 60 days in payment of interest on the Notes of this series; default in payment of principal on the Notes of this series; default by the Company for 90 days after notice to it in the performance of any of its other agreements applicable to the Notes of this series; certain events of bankruptcy or insolvency; and any other Event of Default provided for in this series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Notes of this series may declare the principal of all the Notes of this Series to be due and payable immediately.

        The Securityholders of a majority in principal amount of Notes of this series may, by notice to the Trustee, rescind an acceleration so long as the rescission would not conflict with any judgment or decree and if all existing events of default on the Notes of this series have been cured or waived except non-payment of principal or interest that has become due solely because of the acceleration.

        Securityholders may not enforce the Indenture or the Notes of this series except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes of this series. Subject to certain limitations, holders of a majority in principal amount of the Notes of this series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to the Trustee.

        14.   Trustee Dealings with Company.

        The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

        15.   No Recourse Against Others.

        A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. The Holder hereof by accepting this Note waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.

        16.   Authentication.

        This Note shall not be valid until authenticated by a manual signature of the Trustee.

        17.   Governing Law.

        The Indenture and this Note are governed by the laws of the State of New York, unless federal law governs.

        18.   Abbreviations.

        Customary abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (tenants in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A (Uniform Gifts to Minors Act).

A-4

        The Company will furnish to the Holder hereof upon written request and without charge a copy of the Indenture including the Supplemental Indenture, which contains the text of this Note in larger type. Requests may be made to: Southwestern Public Service Company, c/o Xcel Energy Inc., 414 Nicollet Mall, Fourth Floor, Minneapolis, Minnesota 55401, Attention: Corporate Secretary.

        Dated: [            ]

		SOUTHWESTERN PUBLIC SERVICE COMPANY
		By:
			Name:
			Title:
		Attest:
		By:
			Name:
			Title:
			(Seal)
Authenticated:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:
	Authorized Signature
	Name:
	Title:

A-5

ASSIGNMENT FORM

        To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

(Insert assignee's Soc. Sec. or tax I.D. no.)

(Print or type assignee's name, address and zip code)

and irrevocably appoint                        agent to transfer this Note on the books of the Company. That agent may substitute another to act for him.

Date:                                      Your Signature:                                     

(Sign exactly as your name appears on the other side of This Note)

A-6

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Exhibit 4.06

EX-5.01

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Exhibit 5.01

[Letterhead of Hinkle, Hensley, Shanor & Martin L.L.P.]

August 28, 2008

Southwestern Public Service Company
Tyler at Sixth Street
Amarillo, Texas 79101

Jones Day
77 W. Wacker Drive
Chicago, Illinois 60601

Ladies and Gentlemen:

        We are participating in the proceedings being had and taken in connection with the issuance and sale by Southwestern Public Service Company, a New Mexico corporation (herein called the Company), of up to $250,000,000 principal amount of unsecured debt securities (herein called the "Debt Securities"). We have examined all statutes, records, instruments, and documents which, in our opinion, it is necessary to examine for the purpose of rendering the following opinion.

        Based upon the foregoing we are of the opinion that:

1.

The Company was incorporated and is now a legally existing corporation under the laws of the State of New Mexico; 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 on Form S-3, to which this opinion is an exhibit; and has corporate power, right, and authority to create, issue, and sell the Debt Securities.



2.

The Indenture dated as of February 1, 1999, as supplemented by various supplemental indentures (as, supplemented, the "Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Chase Manhattan Bank, as trustee, has been duly authorized, executed and delivered by the Company under New Mexico law, does not violate the laws of New Mexico and constitutes a valid and binding obligation of the Company under New Mexico law.



3.

When and if (a) the above-mentioned Registration Statement becomes effective pursuant to the provisions of the Securities Act of 1933, as amended, (b) the Supplemental Trust Indenture relating to the Debt Securities is duly authorized, executed, and delivered, (c) The New Mexico Public Regulation Commission issues its order authorizing and approving the issuance and sale of the Debt Securities, and (d) 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 by the Company.

        We hereby consent to the filing of this opinion as Exhibit 5.01 to the Registration Statement and to the reference to us with respect to this opinion under the caption "Legal Opinions" in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Respectfully submitted,

/s/ HINKLE, HENSLEY, SHANOR & MARTIN, L.L.P.

D-1

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Exhibit 5.01

EX-5.02

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Exhibit 5.02

[Letterhead of Jones Day]

August 28, 2008

Southwestern Public Service Company
Tyler at Sixth Street
Amarillo, Texas 79101

Re:

Registration Statement on Form S-3 of Southwestern Public Service Company

Ladies and Gentlemen:

        We have acted as counsel to Southwestern Public Service Company, a New Mexico corporation (the "Company"), in connection with the authorization of the issuance and sale from time to time, on a delayed basis, by the Company of up to $250,000,000 in aggregate principal amount of unsecured debt securities of the Company (the "Debt Securities"), in one or more series, as contemplated by the Company's Registration Statement on Form S-3 to which this opinion has been filed as an exhibit (the "Registration Statement"). The Debt Securities may be offered and sold from time to time pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act"). The Debt Securities will be issued pursuant to the Indenture, dated as of February 1, 1999, as supplemented and to be supplemented by various supplemental indentures (as so supplemented, the "Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee").

        In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Debt Securities, upon receipt by the Company of such lawful consideration therefor as the Company's Board of Directors (or an authorized committee thereof) may determine, will constitute valid and binding obligations of the Company.

        In rendering the foregoing opinion, we have assumed that: (i) the Registration Statement, and any amendments thereto, will have become effective (and will remain effective at the time of issuance of the Debt Securities thereunder); (ii) a prospectus supplement describing each series of the Debt Securities offered pursuant to the Registration Statement, to the extent required by applicable law and relevant rules and regulations of the Securities and Exchange Commission (the "Commission"), will be timely filed with the Commission; (iii) the definitive terms of each series of the Debt Securities will have been established in accordance with the authorizing resolutions of the Company's Board of Directors (or an authorized committee thereof); (iv) the New Mexico Public Regulation Commission will issue an order authorizing and approving the issuance and sale of the Debt Securities; (v) the Company will issue and deliver the Debt Securities in the manner contemplated by the Registration Statement; (vi) the resolutions authorizing the Company to issue, offer and sell the Debt Securities will have been duly adopted by the Company's Board of Directors and will be in full force and effect at all times at which the Debt Securities are offered or sold by the Company; and (vii) the Debt Securities will be issued in compliance with applicable federal and state securities laws.

        We have further assumed that (i) the Company is a corporation existing and in good standing under the laws of the State of New Mexico, has all requisite power and authority, has obtained all requisite organizational, third party and governmental authorizations, consents and approvals and made all filings and registrations required to enable it to execute, deliver and perform its obligations under the Indenture and the Debt Securities; (ii) the execution, delivery and performance of the Indenture and the Debt Securities did not and will not violate or conflict with any law, rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to it or its properties; (iii) the Indenture (a) has been (1) duly authorized by the Company and (2) executed and delivered by the Company under the laws of the State of New Mexico, (b) does not violate the laws of New Mexico and (c) constitutes a valid and binding obligation of the Company under New Mexico law; (iv) the Debt Securities will have been issued under the Indenture, governed by and construed in accordance with the

laws of the State of New York, and the Indenture has been qualified under the Trust Indenture Act of 1939; (v) all terms of the Debt Securities not provided for in the Indenture will have been established in accordance with the provisions of the Indenture and reflected in appropriate documentation approved by us and, if applicable, duly executed and delivered by the Company and the Trustee; and (vi) the Debt Securities will be duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture.

        The opinion expressed herein is limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors' rights generally, and by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.

        As to the facts material to the opinions expressed herein, we have relied upon oral and written statements and representations of officers and other representatives of the Company and others. The opinion expressed herein is limited to the laws of the State of New York, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.

        We hereby consent to the filing of this opinion as Exhibit 5.02 to the Registration Statement and to the reference to Jones Day under the caption "Legal Opinions" in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

Jones Day

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Exhibit 5.02

EX-12.01

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Exhibit 12.01

SOUTHWESTERN PUBLIC SERVICE CO.
STATEMENT OF COMPUTATION OF
RATIO OF EARNINGS TO FIXED CHARGES
(Thousands of Dollars)

			Six Months Ended June 30,		Year Ended December 31,
			2008		2007		2006		2005		2004		2003
Earnings as defined:
	Pretax income from continuing operations		$	4,826	$	55,596	$	76,040	$	100,178	$	86,136	$	133,634
	Add: Fixed charges			28,193		57,247		56,849		55,510		54,489		55,561
		Earnings as defined	$	33,019	$	112,843	$	132,889	$	155,688	$	140,625	$	189,195
Fixed charges:
	Interest charges		$	27,484	$	55,261	$	55,739	$	54,084	$	53,528	$	48,304
	Interest component of operating leases			709		1,986		1,110		1,426		961		1,085
	Distributions on redeemable preferred securities of subsidiary trust			—		—		—		—		—		6,172
		Total fixed charges	$	28,193	$	57,247	$	56,849	$	55,510	$	54,489	$	55,561
Ratio of earnings to fixed charges				1.2		2.0		2.3		2.8		2.6		3.4

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Exhibit 12.01

EX-23.03

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Exhibit 23.03

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 20, 2008 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Financial Accounting Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109"), relating to the financial statements and financial statement schedule of Southwestern Public Service Company, appearing in the Annual Report on Form 10-K of Southwestern Public Service Company for the year ended December 31, 2007, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.

Deloitte & Touche LLP

Minneapolis, Minnesota
August 28, 2008

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Exhibit 23.03

EX-24

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Exhibit 24

POWER OF ATTORNEY

        WHEREAS, Southwestern Public Service Company, a New Mexico corporation (the "Company"), is about to file with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, as amended, a registration statement and/or post-effective amendments which may consist of one or more registration statements on Form S-3 for the issuance and sale from time to time, in one or more series, and in any combination, of up to $250 million principal amount of Debt Securities; and

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

        NOW, THEREFORE, each of the undersigned hereby constitutes and appoints RICHARD C. KELLY and BENJAMIN G.S. FOWKE III 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 post-effective amendments to registration statements on Form S-3 (or any other appropriate form), relating to the issuance and sale of up to $250 million principal amount of Debt Securities 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 3rd day of June, 2008.

/s/ DAVID L. EVES	/s/ BENJAMIN G.S. FOWKE III
David L. Eves President, Chief Executive Officer and Director (Principal Executive Officer)	Benjamin G.S. Fowke III Vice President, Chief Financial Officer and Director (Principal Financial Officer)
/s/ TERESA S. MADDEN	/s/ PAUL J. BONAVIA
Teresa S. Madden Vice President and Controller (Principal Accounting Officer)	Paul J. Bonavia (Vice President and Director)
/s/ RICHARD C. KELLY
Richard C. Kelly (Chairman and Director)

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Exhibit 24

EX-25.01

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Exhibit 25.01

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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)

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

(State of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
700 South Flower Street Suite 500 Los Angeles, California (Address of principal executive offices)	90017 (Zip code)

SOUTHWESTERN PUBLIC SERVICE COMPANY
(Exact name of obligor as specified in its charter)

New Mexico (State or other jurisdiction of incorporation or organization)	75-0575400 (I.R.S. employer identification no.)
Tyler at Sixth Street Amarillo, Texas (Address of principal executive offices)	79101 (Zip code)

Senior Unsecured Debt Securities
(Title of the indenture securities)

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.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b)

Whether it is authorized to exercise corporate trust powers.

        Yes.

2.     Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

        None.

16.   List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1.

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).



2.

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).



3.

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).



4.

A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).



6.

The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).



7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

2

SIGNATURE

        Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Los Angeles, and State of California, on the 27th day of August, 2008.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/ RAYMOND TORRES
Name:	RAYMOND TORRES
Title:	ASSISTANT VICE PRESIDENT

3

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

        At the close of business June 30, 2008, published in accordance with Federal regulatory authority instructions.

		Dollar Amounts in Thousands
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin				1,964
	Interest-bearing balances				0
Securities:
	Held-to-maturity securities				35
	Available-for-sale securities				295,737
Federal funds sold and securities purchased under agreements to resell:
	Federal funds sold				34,400
	Securities purchased under agreements to resell				90,123
Loans and lease financing receivables:
	Loans and leases held for sale				0
	Loans and leases, net of unearned income		0
	LESS: Allowance for loan and lease losses		0
	Loans and leases, net of unearned income and allowance				0
Trading assets					0
Premises and fixed assets (including capitalized leases)					12,357
Other real estate owned					0
Investments in unconsolidated subsidiaries and associated companies					0
Not applicable
Intangible assets:
	Goodwill				876,153
	Other intangible assets				286,743
Other assets					140,067
Total assets				$	1,737,579

1

			Dollar Amounts in Thousands
LIABILITIES
Deposits:
	In domestic offices				1,406
		Noninterest-bearing		1,406
		Interest-bearing		0
	Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
	Federal funds purchased				0
	Securities sold under agreements to repurchase				0
Trading liabilities					0
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)					218,691
Not applicable
Not applicable
Subordinated notes and debentures					0
Other liabilities					132,014
Total liabilities					352,111
Minority interest in consolidated subsidiaries					0
EQUITY CAPITAL
Perpetual preferred stock and related surplus					0
Common stock					1,000
Surplus (exclude all surplus related to preferred stock)					1,121,520
Retained earnings					262,078
Accumulated other comprehensive income					870
Other equity capital components					0
Total equity capital					1,385,468
Total liabilities, minority interest, and equity capital					1,737,579

        I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Karen Bayz ) Vice President

        We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael K. Klugman, President	)
Frank P. Sulzberger, MD	)	Directors (Trustees)
William D. Lindelof, VP	)

2

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EXHIBIT 7