0001104659-07-020441 Sample Contracts

FORM OF UNDERWRITING AGREEMENT (Senior Debt Securities)
Underwriting Agreement • March 19th, 2007 • Public Service Co of Colorado • Electric & other services combined • New York

Public Service Company of Colorado, a Colorado corporation (the “Company”), proposes to sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), its Senior Debt Securities of the designation, with the terms and in the aggregate principal amount specified in Schedule I hereto (the “Debt Securities”) to be issued under its Indenture, dated as of July 1, 1999, from the Company to The Bank of New York, as trustee (the “Trustee”), as previously amended and supplemented and as to be amended and supplemented by a supplemental indenture relating to the Debt Securities (such Indenture as so supplemented and amended being hereinafter referred to as the “Indenture”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, shall each be deemed to refer to such firm or firms.

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FORM OF UNDERWRITING AGREEMENT (First Mortgage Bonds)
Public Service Co of Colorado • March 19th, 2007 • Electric & other services combined • New York

Public Service Company of Colorado, a Colorado corporation (the “Company”), proposes to sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), its First Mortgage Bonds of the designation, with the terms and in the aggregate principal amount specified in Schedule I hereto (the “Bonds”) to be issued under its Indenture, dated as of October 1, 1993, from the Company to U.S. Bank Trust National Association, as successor trustee (the “Trustee”), as previously amended and supplemented and as to be amended and supplemented by a supplemental indenture relating to the Bonds (such Indenture as so supplemented and amended being hereinafter referred to as the “Indenture”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, shall each be deemed to refer to such firm or firms.

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