Xcel Energy Code of Conduct

Summary

Xcel Energy Inc., its wholly owned subsidiaries and affiliates ("Xcel Energy") is committed to the highest ethical standards in all it does. We adhere to these high standards because it is, and has always been, the right thing to do. It is essential that our employees demonstrate the highest ethical conduct when conducting business with fellow employees, customers, shareholders, suppliers and the community.

Applicability

The Code of Conduct applies to all employees (and directors) of Xcel Energy Inc., its wholly owned subsidiaries and affiliates ("Xcel Energy"). For purposes of the Code of Conduct, "employee" shall include all regular, full-time, part-time, temporary, contract and leased employees as well as officers. Each employee is responsible for ensuring his/her behavior is legal, honest and ethical. Dishonest or unethical practices and activities do not serve the interests of Xcel Energy, even if they do not technically violate the law. Consistent with New York Stock Exchange listing requirements, only Xcel Energy's board of directors or a committee of the board may waive a provision of this Code of Conduct for executive officers or directors, and any waiver will be promptly disclosed to the public. Requests for all other waivers of a provision of the Code of Conduct must be submitted in writing to the Director of Corporate Compliance within a reasonable period in advance of the proposed conduct. Any such request for a waiver must be approved by the Chief Compliance Officer following the review and written recommendation of the Legal Department and the affected area management. This Code of Conduct is intended to alert employees to our ethical responsibilities. Common sense should prevail. This Code of Conduct neither rescinds nor replaces other policies of Xcel Energy.

Definitions

SEC: Securities and Exchange Commission

Xcel Energy: Xcel Energy Inc., its wholly owned subsidiaries and affiliates (“Xcel Energy”)

Content

Legal and Ethical Standard

Employees will be honest, fair and trustworthy in all company activities and relationships. Employees will go beyond literal compliance with legal requirements; employees will adhere to the spirit of the law. Employees will know and comply with this Code of Conduct and other applicable policies. No employee will conduct any unlawful or unethical activity or any activity that may appear unlawful or unethical. Employees will report suspected illegal or unethical business practices immediately to company management, Corporate Security, or the employee Compliance Hotline and, if necessary, cooperate in investigations. If an employee has any question about the propriety of any proposed action, he or she should submit it to his or her supervisor or the Legal Department, or call the employee Compliance Hotline.

Bribes and Kickbacks

Xcel Energy will deal with its customers, suppliers and the governments of all jurisdictions in which it operates in a straightforward and aboveboard manner. Employees will not pay or receive any bribe, kickback or other similar unlawful payment to or from any public official, or government or other individual, whether foreign or domestic, to secure any concession, contract or other favorable treatment for Xcel Energy or the employee. This prohibition extends to the payment or receipt of money or anything else of value to consultants, agents or other intermediaries when the employee has reason to believe that some part of the payment or "fee" will be used for a bribe or otherwise to influence action. Employees in foreign countries should review the Xcel Energy Foreign Corrupt Practices Act Policy for a complete explanation of their responsibilities.

Antitrust

Employees will avoid conduct that violates, or appears to violate, antitrust laws prohibiting understandings or agreements between competitors regarding prices, terms of sales, division of markets or customers, or any other activity that unlawfully restricts competition.

Securities Transactions

Employees may not use insider or material non public information when buying, selling or recommending Xcel Energy stock or securities. No employee will: (i) trade securities either personally or on behalf of others based on material nonpublic information or (ii) communicate material nonpublic information to others in violation of the law. Employees should review the Xcel Energy Securities Trading policy for a complete explanation of prohibitions on insider trading.

Dishonesty and Theft

Employees are responsible for safeguarding the company's assets. Employees will not engage in fraud or embezzlement affecting company property, funds, securities or other assets; willfully damage or destroy property or materials belonging to the company, its employees or customers; or engage in diverting electric energy, natural gas, propane or any other product produced or distributed by the company or service provided by the company.

Unauthorized Use of Company Resources

Employees will use company resources, including money, equipment, supplies, property and employee time, in a prudent manner. Xcel Energy provides resources expressly for the purpose of serving its customers. No company resource will be used for personal benefit. Unauthorized use of Xcel Energy resources for non-company purposes is not allowed. If there are questions about permitted use of company assets such as computers, e-mail and access to the Internet, see the Appropriate Use of Technology and Information Resources policy.

Conflicts of Interest

Employees owe a duty of undivided business loyalty to the company. This duty is breached when an employee engages in activities that cause a conflict of interest or an appearance of a conflict of interest. Conflicts of interest may arise when considerations of gain or benefit to an employee or an employee's immediate family members conflict with or appear to conflict with the employee's obligation to serve Xcel Energy's best interest or the employee's ability to perform company work objectively and effectively.

Employees will avoid any business, financial or other relationships where personal interests conflict or appear to conflict with the interests of Xcel Energy. A conflict of interest occurs if an outside activity or financial interest creates obligations or interests incompatible with the company's objectives, an employee's personal affairs influence or appear to influence the decisions made in the performance of job responsibilities, or both. Employees and members of their households shall not accept gifts, entertainment, employment of household members, lodging or transportation or other favors that could influence or appear to influence impartial job performance or that could place Xcel Energy under an obligation to deal with a party.

Employees or members of their immediate family may not have personal financial interest in firms engaged in business with Xcel Energy or its subsidiaries without prior approval of the Office of the General Counsel. "Personal financial interest" means (a) owning or controlling more than one percent (1%) of a corporation's outstanding securities or similar financial interest in an enterprise not considered a corporation; (b) being a consultant, officer or director of an enterprise or being an employee in, or having a member of your immediate family in a position to influence the actions of, an enterprise that does business with Xcel Energy. If an employee is an officer, director or manager requested to serve as an officer or director of another for-profit corporation or business, that individual must obtain approval from the Office of the General Counsel before accepting the position.

You cannot solicit charitable contributions from suppliers and vendors without advance written consent of your management and the Legal Department.

Gifts and Entertainment

All business decisions should be made objectively, solely on the basis of quality, service, price and similar competitive factors. Employees may not accept gifts, favors, services, payments privileges, or special treatment of any kind from a customer, supplier, or contractor, nor may employees give them to anyone in a business relationship unless to do so would be:

1.  consistent with good business practices;
2.  of a nature not construed to be a business inducement;
3.  appropriate as to time, place and kind;
4.  not embarrassing to Xcel Energy if there were public disclosure; and
5.  of a value that does not influence or give the appearance of influencing the behavior of the recipient.

Gifts not in compliance with the standard that are received by an employee must be returned to the donor, accompanied by an explanation of this standard.

The giving or receiving of gifts of cash (or loans) is expressly forbidden.

If an employee has any question about Conflicts of Interest or Gifts and Entertainment, he or she should submit the question to his or her supervisor or the Legal Department.

Vendor Relations

When purchasing goods and services in the conduct of its business, Xcel Energy will select suppliers on the basis of ability, performance and value, irrespective of political affiliations or positions on public policy issues. Xcel Energy employees acting on behalf of the company will refrain from any business or professional activities that may create a conflict between vendor interests and the interests of Xcel Energy.

Confidential Information

In the course of their work, employees have access to confidential records and information about the company, its employees, investors, vendors and customers. Employees who have access to confidential records or trade secrets, information, ideas, plan drawings, documents and research must recognize that their employment relationship requires them to protect the confidentiality of such information. Employees will use or disclose such information only on an as needed basis and for company purposes only. Any other disclosures of confidential information is prohibited. Employees shall support the company's efforts to protect data and information, including participation in computer and data security efforts. An employee (or director) who leaves Xcel Energy must also continue to protect confidential information and trade secrets until they either become publicly available or Xcel Energy determines that they no longer require protection.

Employees will protect Xcel Energy property, including equipment, hardware, software, data, information and access to information. Employees will not access, remove, publish, destroy or alter private or confidential information existing in physical company records or electronically stored information; remove, publish, destroy or alter other physical company records or electronically stored information affecting the company, its employees or customers; or copy, reprint, duplicate, recreate in whole or in part, computer programs or related systems developed or modified by Xcel Energy personnel, or acquired from outside vendors. If employees have any questions about the confidentiality or the need to protect confidentiality of any document or information, the employees should contact their supervisor.

Intellectual Property

Employees also are obligated to protect the intellectual property that they use in their jobs, whether it is owned by Xcel Energy or by others. Intellectual property owned by Xcel Energy is a company asset and employees must take appropriate steps to protect it. Your obligation to protect the company's intellectual property does not end if you leave Xcel Energy. If you leave Xcel Energy you must return all company correspondence, notes, reports and other documents, whether written, electronic or otherwise, in your possession. Intellectual property owned by others may be subject to one or more legal protections that must be respected. These legal protections include federal laws on copyright, trademarks and patents, as well as state trade secret laws and the company's contractual obligations. Unless permission is clearly not required, the protected intellectual property of others must be used only with permission of the owner. Xcel Energy employees who use the Internet or company e-mail are responsible for knowing, understanding and complying with the company's Internet and e-mail policies.

Inventions

Employees who develop or participate in the development of technology, products, ideas or inventions, processes and techniques, as to matters within the scope of the business of any Xcel Energy or any of its subsidiaries, assign all rights, title and interest to the company.

Record Keeping

Employees will keep accurate records and maintain strict accountability of company assets and expenses. All entries on the company's books and records will reflect fairly, accurately, and in reasonable detail, the business transactions and other activities of the company. Employees are personally responsible for creating accurate reports, letters, memorandums and documents, and providing accurate information to others. All costs of doing business must be properly reported and properly entered into the accounting records. Misrepresentation, inaccurate or incomplete information will not be tolerated. Employees will communicate information that should be brought to the attention of higher levels of management. Employees shall follow company document and/or record retention requirements.

Financial Reporting

Xcel Energy is a public company and as a result files reports and other documents with the SEC and the stock exchanges on which its securities trade. As well, Xcel Energy issues press releases and makes other public statements that include financial and other information about its business, financial condition and results of operations. Employees will make full, fair, accurate, timely and understandable disclosure in reports and documents that Xcel Energy files under the securities laws with the SEC or in other public communications.

Rates

Xcel Energy will provide utility service and access to company facilities on conditions and at rates stated in rate schedules filed with various regulatory agencies or under rates, terms and conditions approved by the appropriate regulatory agencies.

Regulations Governing "Affiliate Transactions"

Certain federal and state regulatory agencies have adopted standards of conduct, codes of conduct or other rules which govern the business transactions between Xcel Energy and its affiliates, and even between business areas within Xcel Energy. These rules, standards and code requirements are complex, and can change periodically as utility restructuring continues at both the federal and state level. Employees will abide by all applicable affiliate transaction rules, standards of conduct and codes of conduct. Employees with a question about whether a specific agreement or business practice may be subject to these requirements should contact management or the Legal Department.

Political Participation and Government Relations

Xcel Energy encourages employee political participation, recognizing that such involvement is strictly voluntary, and shall take place on the employee's own time. Employees will comply fully with federal and state laws that forbid the use of corporate funds or resources, including utility services and facilities, supplies, or property, for support of political parties or candidates. Each employee must comply with all federal, state and local laws and ordinances concerning political activity. Employees expressing their personal views on political issues or candidates shall indicate clearly that such views are their own; they are not acting on behalf of the company. The company will exert no pressure, directly or indirectly, to influence decisions of employees who serve in public positions. Any employee who seeks elected or appointed public office or membership on public boards or commissions will obtain prior approval from his/her manager to avoid any conflict of interest. The employee may also contact the Office of the General Counsel.

Employees will deal with government officials openly and in good faith and without any attempt to compromise their own or the official's responsibilities and obligations. The company will neither hire nor discuss employment with any decision maker, including any judge, administrative law judge, arbitrator, or state or federal government employee who has the authority to approve permits, applications, petitions, contracts, rules or rates, who has had jurisdiction over Xcel Energy matters for at least two years after that person has left public office. The company will inform, in writing, any such person seeking company employment of its policy. Xcel Energy will consider employment applications from government agency staff members on merit, providing the applicant has no involvement in a pending company matter. No employee will discuss future employment with any agency staff member involved in a pending company matter.

Communications with Government Decision-Makers

Employees frequently communicate with persons who are decision-makers about matters involving the company. Decision-makers include judges, administrative law judges, arbitrators and state or federal government employees who have the authority to approve permits, applications, petitions, contracts and rules or rates. The legislative process allows communications about proposed legislation with those who are responsible for its adoption. Therefore, U.S. senators or congressmen, state legislators, county commissioners, city council members and other legislative officials are not considered decision-makers under this rule.

If a communication is on a contested matter pending before the decision-maker, it shall occur only at public hearings that are held for the purpose of deciding the matter. Contested matter means any administrative matter in which a person has intervened or where the employee knows that a person will oppose Xcel Energy. If the decision-maker requests additional information or Xcel Energy provides it through correspondence or conversations, that information must be made part of the public record. If such communication is on a matter that is not pending before the decision-maker or is not a contested matter, it shall take place during normal office hours in a regular business setting.

When a contested matter is pending before a decision-maker or a body or agency of which the decision-maker is a member, the company will not sponsor activities of any kind for the decision-maker or any employee of that body or agency. At these times, Xcel Energy employees will not initiate social contact with such decision-makers. Should employees find themselves in social settings with decision-makers, they shall not discuss any pending contested matter. When no contested matter is pending before a decision-maker or a body or agency of which the decision-maker is a member, the company may sponsor activities for that decision-maker or any employee of the group. When the activities include food, beverage, transportation or other costs, Xcel Energy employees, upon request, will inform the decision maker or any employee of the body or agency of the individual's share of the costs so the individual can pay the appropriate share.

Health and Safety; Nuclear Health and Safety

Xcel Energy is governed by federal and state occupational safety and health laws, as well as its own safety and health standards and policies. Employees will comply with all applicable health and safety laws, standards and policies. Employees will work in a manner to prevent personal injuries to themselves and others and damage to the property and equipment of both Xcel Energy and its customers. Xcel Energy's nuclear operations are governed by additional laws with respect to health and safety. Employees who work in or with our nuclear operations will comply with all applicable laws, standards and policies.

Employees at all levels must consider safety as their primary responsibility and overarching value. Attitudes and behaviors must be based on these expectations, and every employee must verify that safety concerns receive appropriate attention. The attitudes and behaviors of each employee, the policies and procedures enforced by management, and the individual reward and recognition system will foster a safety culture. Attitudes and behaviors that support a safety culture, in particular a nuclear safety culture, are based on the following principles:

• Safety is everyone’s responsibility
• Leaders demonstrate a commitment to safety
• Decision making requires safety first
• A questioning attitude (“what-if”) approach is cultivated
• Organizational learning is embraced · Safety undergoes constant examination
• Employees and contractors feel free to raise any type of safety concern without fear of criticism, harassment or retaliation

Xcel Energy recognizes that safety requirements are more demanding, and that employees in our industry are held to a higher standard regarding our attitudes and behaviors towards nuclear operations and safety.

Protection of the Environment and Natural Resources

Employees will comply with environmental laws and other requirements that prohibit waste or contamination of air, water and other natural resources. Employees are expected to be sensitive to the importance of preserving the environment and natural resources. Xcel Energy expects employees to report any condition that poses an environmental, health or safety hazard.

Drug and Alcohol

Employees will comply with all state and federal laws regarding the use of alcohol and drugs and the provisions of the Drug and Alcohol policies at all times. Employees are expected to report to work fit for duty. Employees will report any conviction under a drug or alcohol statute that occurs on company premises, on company time, or while conducting company business off company premises, no later than five days after conviction.

Equal Employment Opportunity

Xcel Energy is committed to providing equal employment opportunity. Each employee should strive to insure that merit, qualifications and other job related criteria are the sole bases for all employment-related decisions, without regard to race, color, religion, national origin, sex, sexual preference, age, disability, veteran status or other characteristic protected by law.

Xcel Energy will take affirmative action to provide equal employment opportunities complying with all legal requirements. Affirmative action should include programs and efforts to ensure that there are diverse applicant and candidate pools of people who are qualified and who have the opportunity to compete for openings. Selection of successful candidates will be based upon merit, qualifications and other job related criteria.

Harassment

Harassment, including sexual harassment, will not be tolerated. Employees will work to maintain a work environment free of harassment of any kind based upon diverse human characteristics and cultural backgrounds.

Workplace Violence

It is the goal of Xcel Energy to provide a safe and secure working environment for its employees. Xcel Energy will not tolerate violence or threats of violence in the workplace.

CONSEQUENCES OF VIOLATING CODE

An employee or director who violates the law, the Xcel Energy Code of Conduct or Xcel Energy policies will be subject to the Positive Discipline Process and possible termination of employment or other penalty. Additional actions may include reassignment of work duties and limitation in future job opportunities. Violations of law may be referred to local law enforcement authorities for prosecution.

REPORTING SUSPECTED VIOLATIONS

Employees and directors will report suspected violations of law, the Code of Conduct or any Xcel Energy policies. If you believe another employee or director, consultant, or supplier or subcontractor, or any area of the company is violating the law, the Code of Conduct or an Xcel Energy policy or is engaged in activities on the company's behalf that may damage the company's reputation, you should report that to your management, the Legal Department, or the Compliance Hotline. Employees who deliberately withhold information concerning a violation of law, the Code of Conduct or any Xcel Energy policies will be subject to appropriate discipline or other penalty.

The Compliance Hotline has been created to ensure that employees (and directors) can call a number at any time to raise questions or concerns about business practices. If you are aware of or suspect unsafe practices, business misconduct, fraud, questionable accounting or auditing matters, or abuse of company assets, it is your responsibility to take action. Your first line of communication should always be with your manager or supervisor, unless you believe your manager or supervisor is involved in the misconduct.

The Compliance Hotline telephone number is 1-800-555-8516.

The toll-free line is available 24 hours a day, every day of the year. An independent communications specialist outside Xcel Energy answers all calls. Callers may remain anonymous if they wish.

Depending on the issue, you also may contact Legal Services, Corporate Security, Environmental Services, Health and Safety or Internal Auditing.

Accountabilities

Individual(s) accountable for various aspects of the policy:

Review Date:

This policy was last reviewed on May 21, 2008.

Supersede:

This policy, revised May 21, 2008, supersedes the policy approved on December 12, 2007.

Approval:

This policy has been approved by Michael C. Connelly, Vice President and General Counsel and Richard C. Kelly, Chairman, President and Chief Executive Officer.