exv4w05



 












SUPPLEMENTAL TRUST INDENTURE

 

FROM

 

NORTHERN STATES POWER COMPANY

(a Wisconsin corporation)

 

TO

 

U.S. BANK NATIONAL ASSOCIATION

(formerly known as FIRSTAR BANK NATIONAL ASSOCIATION)

 

TRUSTEE

 





DATED AS OF SEPTEMBER 1, 2003

 





SUPPLEMENTAL TO TRUST INDENTURE

 

DATED APRIL 1, 1947

 

AND

 

SUPPLEMENTAL AND RESTATED TRUST INDENTURE

 

DATED MARCH 1, 1991

 









 






 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 	 	
	 
	ARTICLE
I
	 	SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF THE INDENTURE	 	 	9	 
	 	
Section 1.01
 
 

	Grant of Certain Property, Including Personal
Property to Comply with the Uniform Commercial Code, Subject
to Permitted Encumbrances Contained in Indenture	 	 	9	 
	ARTICLE II
	 	DEFINITIONS	 	 	10	 
	 	Section 2.01 
	Definitions	 	 	10	 
	
ARTICLE
III
 
	 	FORM AND EXECUTION OF BONDS OF SERIES A DUE
OCTOBER 1, 2018 AND SERIES B DUE OCTOBER 1, 2018	 	 	12	 
	 	Section 3.01
	Series A and Series B Due October 1, 2018	 	 	12	 
	 	Section 3.02
	Terms of Bonds	 	 	12	 
	 	Section 3.03
	Redemption of Bonds	 	 	13	 
	 	Section 3.04
	Book Entry System	 	 	14	 
	 	Section 3.05
	Interchangeability of Bonds	 	 	16	 
	 	Section 3.06
	Exchange Offer	 	 	16	 
	 	Section 3.07
	Restricted Securities	 	 	17	 
	 	Section 3.08
	Taxes and Governmental Charges	 	 	19	 
	
ARTICLE
IV
	 	APPOINTMENT OF AUTHENTICATING AGENT	 	 	19	 
	 	Section 4.01
 
	Appointment of Agent or Agents for Bonds of Series A
and Series B due October 1, 2018	 	 	19	 
	 	Section 4.02
	Concerning the Agent	 	 	19	 
	 	Section 4.03
	Form of Alternate Certificate of Authentication	 	 	20	 
	 	Section 4.04
	Limit on Location and Number of Agents	 	 	20	 
	
ARTICLE
V
 
	 	FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE	 	 	20	 
	 	Section 5.01
	Names and Addresses of Debtor and Secured Party	 	 	20	 
	 	Section 5.02
	Property Subject to Lien	 	 	20	 
	 	Section 5.03
	Maturity Dates and Principal Amounts of Obligations Secured	 	 	21	 
	 	Section 5.04
 
	Financing Statement Adopted for all First Mortgage
Bonds Listed in Section 5.03	 	 	21	 
	 	Section 5.05
	Recording Data for the Indenture	 	 	21	 
	 	Section 5.06
	Financing Statement Covers Additional Series of First
Mortgage Bonds	 	 	21	 
	
ARTICLE
VI
	 	MISCELLANEOUS	 	 	22	 
	 	Section 6.01
	Recitals of Fact, Except as Stated, are Statements
of the Company	 	 	22	 
	 	Section 6.02
	Supplemental Trust Indenture to be Construed as Part
of the Indenture	 	 	22	 
	 	Section 6.03
	Trust Indenture Act and Severability	 	 	22	 



-i-






 


TABLE OF CONTENTS

[CONT'D]




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 	 	
	 
	 	
Section 6.04
	Indenture	 	 	22	 
	 	
Section 6.05
	References to Either Party in Supplemental Trust
Indenture Include Successors or Assigns	 	 	22	 
	 	
Section 6.06
	Counterparts and Headings	 	 	22	 



-ii-






 





     SUPPLEMENTAL TRUST INDENTURE, made as of the 1st day of September, 2003,
by and between NORTHERN STATES POWER COMPANY, a corporation duly organized and
existing under and by virtue of the laws of the State of Wisconsin, having its
principal office in the City of Eau Claire in said State (herein called the
“Company”), party of the first part, and U.S. Bank National Association
(formerly known as Firstar Bank National Association), a corporation duly
organized and existing under and by virtue of the laws of the United States of
America, having its principal office in the City of St. Paul, Minnesota, as
successor Trustee (herein called the “Trustee”), party of the second part;


WITNESSETH:


     WHEREAS, the Company heretofore has executed and delivered to the Trustee
its Trust Indenture made as of April 1, 1947 (herein referred to as the 1947
Indenture), whereby the Company granted, bargained, sold, warranted, released,
conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed to
the Trustee, and to its respective successors in trust, all property, real,
personal and mixed then owned or thereafter acquired or to be acquired by the
Company (except as therein excepted from the lien thereof) and subject to the
rights reserved by the Company in and by the provisions of the 1947 Indenture,
to be held by said Trustee in trust in accordance with the provisions of the
1947 Indenture for the equal pro rata benefit and security of all and every of
the bonds issued and to be issued thereunder in accordance with the provisions
thereof; and


     WHEREAS, the Indenture (as defined below) provides that bonds may be
issued thereunder in one or more series, each series to have such distinctive
designation as the Board of Directors of the Company may select for such
series; and


     WHEREAS, the Company has heretofore executed and delivered to the Trustee
the following Supplemental Trust Indentures which, in addition to conveying,
assigning, transferring, mortgaging, pledging, setting over and confirming to
the Trustee, and its respective successors in said trust, additional property
acquired by it subsequent to the preparation of the next preceding Supplemental
Trust Indenture and adding to the covenants, conditions and agreements of the
Indenture certain additional covenants, conditions and agreements to be
observed by the Company, created the following series of First Mortgage Bonds:



	 	 	 
	DATE OF SUPPLEMENTAL TRUST	 	 
	INDENTURE	 	DESIGNATION OF SERIES
	
	 	

	March 1, 1949	 	
Series due March 1, 1979 (retired);
	June 1, 1957	 	
Series due June 1, 1987 (retired);
	August 1, 1964	 	
Series due August 1, 1994 (redeemed);
	December 1, 1969	 	
Series due December 1, 1999 (redeemed);
	September 1, 1973	 	
Series due October 1, 2003 (redeemed);
	February 1, 1982	 	
Pollution Control Series A (redeemed);
	March 1, 1982	 	
Series due March 1, 2012 (redeemed);
	June 1, 1986	 	
Series due July 1, 2016 (redeemed);
	March 1, 1988	 	
Series due March 1, 2018 (redeemed);
	April 1, 1991	 	
Series due April 1, 2021 (redeemed);



1






 




	 	 	 
	March 1, 1993	 	
Series due March 1, 2023;
	October 1, 1993	 	
Series due October 1, 2003;
	December 1, 1996	 	
Series due December 1, 2026; and



     WHEREAS, the 1947 Indenture and all of the foregoing Supplemental Trust
Indentures are referred to herein collectively as the “Original Indenture”, and


     WHEREAS, the Company heretofore has executed and delivered to the Trustee
a Supplemental and Restated Trust Indenture, dated March 1, 1991 (the “Restated
Indenture”), which in addition to conveying, assigning, transferring,
mortgaging, pledging, setting over and confirming to the Trustee, and its
respective successors in said trust, additional property acquired by it
subsequent to the preparation of the next preceding Supplemental Trust
Indenture, amended and restated the Original Indenture; and


     WHEREAS, the Restated Indenture became effective and operative on October
1, 1993; and


     WHEREAS, the Original Indenture, the Restated Indenture and all trust
indentures supplemental thereto, are referred to herein collectively as the
“Indenture” and certain capitalized terms defined in Section 1.03 of the
Restated Indenture are used with the same meanings herein; and


     WHEREAS, the Company is desirous of providing for the creation under the
Indenture of two new series of bonds designated “First Mortgage Bonds, Series A
due October 1, 2018” and “First Mortgage Bonds, Series B due October 1, 2018”,
the bonds of each said series to be issued as registered bonds without coupons
in denominations of a multiple of $1,000, and the bonds of each said series to
be substantially in the following form:


(Form of Bonds of Series [A]1 [B]2 due October 1, 2018)

NORTHERN STATES POWER COMPANY

(Incorporated under the laws of the State of Wisconsin)

First Mortgage Bond

Series [A]1 [B]2 due October 1, 2018



	 	 	 
	No. ____________________	 	
$ ___________________



[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (A)(1) TO THE COMPANY, (2) IN A
TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM







	 	 	1 To be inserted only in Series A Bonds due October 1, 2018.
	 
	 	 	2 To be inserted only in Series B Bonds due October 1, 2018.
	 
	 	 	3 To be inserted only in Series A Bonds due October 1, 2018 other than Regulation S Global Bonds.
	 
	 	 	4 To be inserted only in Regulation S Global Bonds.
	 
	 	 	5 To be inserted only in Global Bonds.


2






 






NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (4) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING
THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT, (5) IN ACCORDANCE
WITH ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY)
OR (6) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF EACH STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY
THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT.]3


     [THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION, (2) BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE DATE
OF ORIGINAL ISSUANCE OF THE SECURITIES OF THIS SERIES AND THE LAST DATE ON
WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO
A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM (A FORM OF WHICH MAY BE OBTAINED FROM THE ISSUER OR THE TRUSTEE)
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE ISSUER AND THE TRUSTEE. THIS
LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE
LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN
DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF







	 	 	1 To be inserted only in Series A Bonds due October 1, 2018.
	 
	 	 	2 To be inserted only in Series B Bonds due October 1, 2018.
	 
	 	 	3 To be inserted only in Series A Bonds due October 1, 2018 other than Regulation S Global Bonds.
	 
	 	 	4 To be inserted only in Regulation S Global Bonds.
	 
	 	 	5 To be inserted only in Global Bonds.


3






 






THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”,
“UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT.]4


     [Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation, to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of The Depository Trust Company), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.]5


     [“EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THIS
GLOBAL BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY, ANOTHER NOMINEE OF THE DEPOSITORY,
A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR”.]5


     NORTHERN STATES POWER COMPANY, a corporation organized and existing under
and by virtue of the laws of the State of Wisconsin (hereinafter called the
Company), for value received, hereby promises to pay to Cede & Co. or
registered assigns, at the office of U.S. Bank National Association, the sum of
     Dollars in lawful money of the United States of America, on the
1st day of October, 2018, and to pay interest hereon from the [date of this
bond,]1 [last date to which interest was paid or duly provided for on the First
Mortgage Bonds, Series A due October 1, 2018 occurring prior to the date on
which this bond was issued, or if no interest has been paid or duly provided
for on such Series A Bonds due October 1, 2018, from the date of such Series A
Bonds due October 1, 2018,]2 at the rate of 5.25 percent per annum, in like
money, until the principal hereof becomes due and payable; said interest being
payable to the person entitled to such interest at the office of U.S. Bank
National Association of St. Paul, Minnesota, on the 1st day of April and on the
1st day of October in each year; provided that at the option of the Company
payment of interest may be made by wire transfer to the person entitled thereto
if such person has provided proper wire transfer instructions or by check
mailed to the address of such person as such address shall appear in the bond
register maintained by the Trustee; provided further that as long as there is
no existing default in the payment of interest and except for the payment of
defaulted interest, the interest payable on any April 1 or October 1 will be
paid to the person in whose name this bond was registered at the close of
business on the record date (the March 15 prior to such April 1 or the
September 15 prior to such October 1 unless any such date is not a business
day, in which event it will be the next preceding business day).


     This bond is one of a duly authorized issue of bonds of the Company, known
as its First Mortgage Bonds, of the series and designation indicated on the
face hereof, which issue of bonds consists, or may consist, of several series
of varying denominations, dates, and tenor, all issued and to be issued under
and equally secured (except insofar as a sinking fund, or similar fund,
established in accordance with the provisions of the Indenture may afford
additional security for the bonds of any specific series) by a Trust Indenture
dated April 1, 1947 (the “1947 Indenture”), as supplemented by 13 supplemental
trust







	 	 	1 To be inserted only in Series A Bonds due October 1, 2018.
	 
	 	 	2 To be inserted only in Series B Bonds due October 1, 2018.
	 
	 	 	3 To be inserted only in Series A Bonds due October 1, 2018 other than Regulation S Global Bonds.
	 
	 	 	4 To be inserted only in Regulation S Global Bonds.
	 
	 	 	5 To be inserted only in Global Bonds.


4






 






indentures (collectively, the “Supplemental Indentures”), a Supplemental and
Restated Trust Indenture dated March 1, 1991 (the “Restated Indenture”) and a
new supplemental trust indenture dated September 1, 2003, (the “New
Supplemental Indenture”), all of which instruments are herein collectively
called the “Indenture”, executed by the Company to U.S. Bank National
Association (herein called the Trustee), as Trustee. The Restated Indenture
amends and restates the 1947 Indenture and certain of the Supplemental
Indentures and became effective and operative on October 1, 1993. Certain
capitalized terms defined in the Indenture are used with the same meanings
herein. Reference is made to the Indenture for a complete description of its
terms. Reference is hereby made to the Indenture for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the registered holders of the bonds as to such security, and the
terms and conditions upon which the bonds may be issued under the Indenture and
are secured. The principal hereof may be declared or may become due on the
conditions, in the manner and at the time set forth in the Indenture, upon the
happening of a Completed Default as provided in the Indenture.


     With the consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and of the
registered holders of the bonds, and the terms and provisions of the Indenture
and of any instruments supplemental thereto may be modified or altered by
affirmative vote of the registered holders of at least 66 2/3% in principal
amount of the bonds then outstanding under the Indenture and any instruments
supplemental thereto (excluding bonds disqualified from voting by reason of the
interest of the Company or of certain related persons therein as provided in
the Indenture); provided that without the consent of all registered holders of
all bonds affected no such modification or alteration shall permit the
extension of the maturity of the principal of any bond or the reduction in the
rate of interest hereon or any other modification in the terms of payment of
such principal or interest.


     The Company and the Trustee may deem and treat the person in whose name
this bond is registered as the absolute owner hereof for the purpose of
receiving payment of or on account of the principal hereof and interest hereon
and for all other purposes and shall not be affected by any notice to the
contrary.


     The bonds of this Series [A]1 [B]2 due October 1, 2018, shall be
redeemable at the option of the Company as a whole or in part on any date upon
not less than 30 days’ previous notice to be given in the manner and with the
effect provided in Section 10.02 of the Indenture at a redemption price equal
to the greater of (a) the principal amount being redeemed or (b) the sum of the
present values of the remaining scheduled payments of principal and interest on
the bonds of this Series [A]1 [B]2 due October 1, 2018 that are being redeemed,
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Yield plus 25 basis
points, plus accrued and unpaid interest to the redemption date.


     “Treasury Yield” means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.







	 	 	1 To be inserted only in Series A Bonds due October 1, 2018.
	 
	 	 	2 To be inserted only in Series B Bonds due October 1, 2018.
	 
	 	 	3 To be inserted only in Series A Bonds due October 1, 2018 other than Regulation S Global Bonds.
	 
	 	 	4 To be inserted only in Regulation S Global Bonds.
	 
	 	 	5 To be inserted only in Global Bonds.


5






 






     “Comparable Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the bonds of this series that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the bonds of this series.


     “Comparable Treasury Price” means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S.
Government Securities” or (ii) if such release (or any successor release) is
not published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest Reference Treasury Dealer Quotations for
such redemption date, or (B) if the Trustee obtains fewer than four Reference
Treasury Dealer Quotations, the average of all the quotations.


     “Independent Investment Banker” means BNY Capital Markets, Inc., Goldman,
Sachs & Co. or their successors or, if such firms or their successors are
unwilling or unable to select the Comparable Treasury Issue, one of the
remaining Reference Treasury Dealers appointed by the Trustee after
consultation with the Company.


     “Reference Treasury Dealer” means (i) each of BNY Capital Markets, Inc.
and Goldman, Sachs & Co. and any other primary U.S. Government securities
dealer in the United States (a “Primary Treasury Dealer”) designated by, and
not affiliated with, BNY Capital Markets, Inc. and Goldman, Sachs & Co. and
their respective successors, provided, however, that if any of the foregoing or
any of its designees shall cease to be a Primary Treasury Dealer, the Company
shall appoint another Primary Treasury Dealer as a substitute, and (ii) any
other Primary Treasury Dealer selected by the Company.


     “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by
such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding
such redemption date.


     This bond is transferable as prescribed in the Indenture by the registered
holder hereof in person, or by his duly authorized attorney, at the office of
the Trustee in St. Paul, Minnesota, or elsewhere if authorized by the Company,
upon surrender and cancellation of this bond, and thereupon a new bond or bonds
of the same series and of a like aggregate principal amount will be issued to
the transferee in exchange therefor as provided in the Indenture, upon payment
of taxes or other governmental charges, if any, that may be imposed in relation
thereto.


     Bonds of this series are interchangeable as to denominations in the manner
and upon the conditions prescribed in the Indenture.







	 	 	1 To be inserted only in Series A Bonds due October 1, 2018.
	 
	 	 	2 To be inserted only in Series B Bonds due October 1, 2018.
	 
	 	 	3 To be inserted only in Series A Bonds due October 1, 2018 other than Regulation S Global Bonds.
	 
	 	 	4 To be inserted only in Regulation S Global Bonds.
	 
	 	 	5 To be inserted only in Global Bonds.


6






 






     No charge shall be made by the Company for any exchange or transfer of
bonds of the Series [A]1 [B]2 due October 1, 2018, other than for taxes or
other governmental charges, if any, that may be imposed in relation thereto.


     [Any bonds of this series which are presented to the Company and/or the
Trustee for exchange pursuant to an Exchange Offer in accordance with the terms
thereof shall be exchanged for Exchange Bonds of equal principal amount upon
surrender to the Company and/or the Trustee of the bonds of this series to be
exchanged; provided, however, that the bonds of this series so surrendered for
exchange shall be duly endorsed and accompanied by a letter of transmittal or
written instrument of transfer in form satisfactory to the Company, duly
executed by the registered holder thereof or its attorney who shall be duly
authorized in writing to execute such document. Whenever any bonds of this
series are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver to and in the name of each registered
holder that has properly tendered its bonds of this series for exchange, the
same aggregate principal amount of Exchange Bonds as the bonds of this series
that have been so surrendered. For purposes hereof, the following defined
terms shall have the meaning ascribed to them:



		
	 	“Exchange Offer” means the offer by the Company, pursuant to
an effective registration statement filed with the
Securities and Exchange Commission, to exchange the Exchange
Bonds for all of the outstanding bonds of this series.




		
	 	“Exchange Bonds” means first mortgage bonds of the Company
identical in all material respects to the bonds of this
series presented for exchange pursuant to the Exchange Offer
(except that the transfer restrictions shall be modified or
eliminated, as appropriate) and to be issued under the
Indenture.]1



     No recourse shall be had for the payment of principal of or interest on
this bond, or any part thereof, or of any claim based hereon or in respect
hereof or of the Indenture, against any incorporator, or any past, present, or
future stockholder, officer or director of the Company or of any predecessor or
successor corporation, either directly or through the Company, or through any
such predecessor or successor corporation, or through any receiver or a trustee
in bankruptcy, whether by virtue of any constitution, statute, or rule of law
or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released, as more fully provided in the
Indenture.


     This bond shall not be valid or become obligatory for any purpose unless
and until the certificate of authentication hereon shall have been signed by or
on behalf of U.S. Bank National Association, as successor Trustee under the
Indenture, or its successor thereunder.







	 	 	1 To be inserted only in Series A Bonds due October 1, 2018.
	 
	 	 	2 To be inserted only in Series B Bonds due October 1, 2018.
	 
	 	 	3 To be inserted only in Series A Bonds due October 1, 2018 other than Regulation S Global Bonds.
	 
	 	 	4 To be inserted only in Regulation S Global Bonds.
	 
	 	 	5 To be inserted only in Global Bonds.


7






 






     IN WITNESS WHEREOF, NORTHERN STATES POWER COMPANY has caused this bond to
be signed in its name by its President or a Vice President or with the
facsimile signature of its President, and its corporate seal, or a facsimile
thereof, to be hereto affixed and attested by its Secretary or an Assistant
Secretary or with the facsimile signature of its Secretary.



	 	 	 	 	 
	Dated:	 	 	NORTHERN STATES POWER COMPANY
	 
	 	 	 	
By:	 
	 
	 	 	 	 	 



President
	 
	Attest:	 	 	 	 
	 
	 	 	 	
By:	 
	 
	 	 	 	 	 



Secretary



(Form of Trustee’s Certificate)


     This bond is one of the bonds of the Series designated therein, described
in the within-mentioned Indenture.



	 	 
	 	U.S. Bank National Association, as Trustee
	 
	 	By
     



Authorized Officer



8






 



     and;


     WHEREAS, the Company is desirous of assigning, conveying, mortgaging,
pledging, transferring, setting over and confirming to the Trustee and to its
respective successors in trust, additional property acquired by it subsequent
to the date of the preparation of the Supplemental Trust Indenture dated
December 1, 1996; and


     WHEREAS, the Indenture provides in substance that the Company and the
Trustee may enter into indentures supplemental thereto for the purposes, among
others, of creating and setting forth the terms of any new series of bonds and
of assigning, conveying, mortgaging, pledging, transferring, setting over and
confirming to the Trustee additional property of the Company, and for any other
purpose not inconsistent with the terms of the Indenture; and


     WHEREAS, the execution and delivery of this Supplemental Trust Indenture
have been duly authorized by a resolution adopted by the Board of Directors or
an Executive Committee of the Board of Directors of the Company; and


     WHEREAS, the Trustee has duly determined to execute this Supplemental
Trust Indenture and to be bound, insofar as it may lawfully do so, by the
provisions hereof;


     NOW, THEREFORE, THIS INDENTURE WITNESSETH:


     Northern States Power Company, in consideration of the premises and of one
dollar ($1) to it duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby acknowledged, and
other good and valuable considerations, does hereby covenant and agree to and
with U.S. Bank National Association, as Trustee, and its successors in the
trust under the Indenture for the benefit of the registered holders of the
bonds, or any of them, issued or to be issued, thereunder, as follows:


ARTICLE I

SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO

THE LIEN OF THE INDENTURE


     SECTION 1.01 The Company in order to better secure the payment, both of
the principal and interest, of all bonds of the Company at any time outstanding
under the Indenture according to their tenor and effect and the performance of
and compliance with the covenants and conditions in the Indenture contained,
has granted, bargained, sold, warranted, released, conveyed, assigned,
transferred, mortgaged, pledged, set over and confirmed and by these presents
does grant, bargain, sell, warrant, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto U.S. Bank National Association, as
Trustee, and to its respective successors in said trust forever, subject to the
rights reserved by the Company in and by the provisions of the Indenture, all
of the property described and mentioned or enumerated in a schedule hereto
annexed and marked Schedule A, reference to said schedule being hereby made
with the same force and effect as if the same were incorporated herein at
length; together with all and singular the tenements, hereditaments and
appurtenances belonging or in any wise appertaining to the aforesaid property
or any part thereof with the reversion and reversions, remainder and
remainders, tolls, rents and revenues, issues, income, product and profits
thereof;


     Also, in order to subject the personal property and chattels of the
Company to the Lien of the Indenture in conformity with the provisions of the
Uniform Commercial Code, all fossil, nuclear, hydro, and other electric
generating plants, including buildings and other structures, turbines,
generators, boilers, reactors, nuclear fuel, other boiler plant equipment,
condensing equipment and all other generating


9






 


     equipment; substations; electric transmission and distribution systems,
including structures, poles, towers, fixtures, conduits, insulators, wires,
cables, transformers, services and meters; steam heating mains and equipment;
gas transmission and distribution systems, including structures, storage
facilities, mains, compressor stations, purifier stations, pressure holders,
governors, services and meters; office, shop, and other general buildings and
structures, furniture and equipment, apparatus and equipment of all other kinds
and descriptions; all municipal and other franchises, all leaseholds, licenses,
permits, privileges and patent rights, parts or parcels of such real property;
all as now owned or hereafter acquired by the Company pursuant to the
provisions of the Indenture; and


     All the estate, right, title and interest and claim whatsoever, at law as
well as in equity, that the Company now has or may hereafter acquire in and to
the aforesaid property and franchises and every part and parcel thereof;


     Excluding, however, (1) all shares of stock, bonds, notes, evidences of
indebtedness and other securities other than such as may be or are required to
be deposited from time to time with the Trustee in accordance with the
provisions of the Indenture; (2) cash on hand and in banks other than such as
may be or is required to be deposited from time to time with the Trustee in
accordance with the provisions of the Indenture; (3) contracts, claims, bills
and accounts receivable and choses in action other than such as may be or are
required to be assigned to the Trustee in accordance with the provisions of the
Indenture; (4) motor vehicles; (5) any stock of goods, wares and merchandise,
equipment and supplies acquired for the purpose of sale or lease in the usual
course of business or for the purpose of consumption in the operation,
construction or repair of any of the properties of the Company; and (6) the
properties described in Schedule B annexed to the 1947 Indenture;


     To have and to hold all said property, real, personal and mixed,
mortgaged, pledged or conveyed by the Company as aforesaid, or intended so to
be, unto the Trustee and its successors and assigns forever, subject, however,
to Permitted Encumbrances and to the further reservations, covenants,
conditions, uses and trusts set forth in the Indenture; in trust nevertheless
for the same purposes and upon the same conditions as are set forth in the
Indenture.


ARTICLE II

DEFINITIONS



     SECTION 2.01 Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings ascribed thereto in the Indenture.


     For all purposes of this Supplemental Trust Indenture, except as otherwise
expressly provided or unless the context otherwise requires, the following
terms shall have the following respective meanings (such meanings shall apply
equally to both the singular and plural forms of the respective terms):


     “Beneficial Owner” means any Participant or any person claiming a
beneficial ownership in any of the Series A or Series B Bonds due October 1,
2018 under or through the Registered Depository (or its nominee) or any
Participant.


     “DTC” means The Depository Trust Company.


     “Exchange Act” means the Securities Exchange Act of 1934, as amended.


     “Exchange Bonds” means the Series B Bonds due October 1, 2018 to be issued
under the Indenture and this Supplemental Trust Indenture in exchange for the
Initial Bonds pursuant to the Exchange Offer.


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     “Exchange Offer” means the offer by the Company, pursuant to an effective
registration statement filed with the Securities and Exchange Commission (the
“SEC”), to exchange all of the Series B Bonds due October 1, 2018 for all of
the outstanding Series A Bonds due October 1, 2018 in accordance with the terms
and provisions of the Registration Rights Agreement.


     “Exchange Offer Consummation Date” means the date on which the Exchange
Offer is consummated in accordance with the terms and provisions of the
Registration Rights Agreement.


     “Global Bonds” means any Series A or Series B Bonds due October 1, 2018,
the registered owner of which is the Registered Depository or its nominee.


     “Initial Bonds” means the Series A Bonds due October 1, 2018 being issued
by the Company under the Indenture and this Supplemental Trust Indenture and
sold to the Purchasers pursuant to the Purchase Agreement.


     “Participant” means any participant of the Registered Depository.


     “Purchase Agreement” means the Purchase Agreement dated as of September
25, 2003 among the Company and the Purchasers.


     “Purchasers” has the meaning set forth in the Purchase Agreement.


     “Registered Depository” means any clearing agency registered with the SEC
pursuant to Section 17A of the Exchange Act with whom the Company and the
Trustee have entered into an agreement providing that such clearing agency
shall act as the depository and clearing agency for the bonds of Series A and
Series B due October 1, 2018. The initial Registered Depository shall be DTC.


     “Registration Rights Agreement” means the Registration Rights Agreement
dated as of October 2, 2003 among the Company and the Purchasers.


     “Regulation S” means Regulation S promulgated under the Securities Act.


     “Regulation S Global Bond” means one or more Global Bonds deposited with a
custodian for, and registered in the name of a nominee of, the Registered
Depository, interest in which will be held for the benefit of purchasers of the
bonds in offshore transactions under Regulation S.


     “Resale Restriction Termination Date” means the period of two years after
the later of the original issue date of a Restricted Security and the last date
on which the Company or any affiliate of the Company was the owner of such
Restricted Security (or any predecessor of such Restricted Security).


     “Restricted Securities” shall have the meaning given to such term in
Section 3.07 hereof.


     “Rule 144A” means Rule 144A promulgated under the Securities Act.


     “Rule 144A Global Bond” means the one or more bonds deposited with a
custodian for, and registered in the name of a nominee of, the Registered
Depository, interests in which will be held for the benefit of U.S. purchasers
of bonds who are “qualified institutional buyers” as defined in Rule 144A.


     “Securities Act” means the Securities Act of 1933, as amended.


     “Series A Bonds due October 1, 2018,” “bonds of Series A due October 1,
2018” and words of like import shall have the meaning given to the term “Series
A Bonds due October 1, 2018” in Section 3.01(a) hereof.


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     “Series B Bonds due October 1, 2018,” “bonds of Series B due October 1,
2018” and words of like import shall have the meaning given to such term in
Section 3.01(a) hereof.


     “Series A and Series B Bonds due October 1, 2018” shall mean,
collectively, Series A Bonds due October 1, 2018 and Series B Bonds due October
1, 2018.”


     “Series A or Series B Bonds due October 1, 2018” shall mean Series A Bonds
due October 1, 2018 or Series B Bonds due October 1, 2018, as the case may be.


ARTICLE III

FORM AND EXECUTION OF BONDS OF SERIES A DUE OCTOBER 1, 2018 AND SERIES B DUE

OCTOBER 1, 2018



     SECTION 3.01 There are hereby created for issuance under the Indenture two
series of bonds designated: (i) First Mortgage Bonds, Series A due October 1,
2018, in the aggregate principal amount which at any time may not exceed
$150,000,000 (the “Series A Bonds due October 1, 2018”), and (ii) First
Mortgage Bonds, Series B due October 1, 2018, in an aggregate principal amount
which at any time may not exceed $150,000,000 less the aggregate principal
amount of Series A Bonds due October 1, 2018 then outstanding (the “Series B
Bonds due October 1, 2018)”.


     The Series A Bonds due October 1, 2018 may forthwith be executed by the
Company substantially in the form set forth in the recitals, including the
relevant provisions as indicated therein and delivered to the Trustee for
authentication and delivery by the Trustee in accordance with the provisions of
the Indenture and this Supplemental Trust Indenture. On or prior to the
Exchange Offer Consummation Date, the Company may execute and deliver to the
Trustee, and upon delivery of a request from the Company to the Trustee in
accordance with the provisions of Article IV of the Restated Indenture, the
Trustee shall authenticate and deliver, the Series B Bonds due October 1, 2018
substantially in the form set forth in the recitals, including the relevant
provisions as indicated therein, in exchange for a like principal amount of
Series A Bonds due October 1, 2018 validly surrendered to the Company and/or
the Trustee, as applicable, pursuant to the Exchange Offer and in accordance
with the Registration Rights Agreement. Such request from the Company shall
specify the amount of the Series B Bonds due October 1, 2018 to be
authenticated and delivered and the date on which such Series B Bonds due
October 1, 2018 are to be authenticated and delivered. The aggregate principal
amount of the Series A Bonds due October 1, 2018 together with the Series B
Bonds due October 1, 2018 outstanding at any time may not exceed $150,000,000.


     SECTION 3.02 The bonds of Series A and Series B due October 1, 2018 shall
mature on October 1, 2018, and shall be issued as registered bonds without
coupons in denominations of a multiple of $1,000. Except as provided in the
second paragraph below with respect to the bonds of Series B due October 1,
2018, the bonds of said series shall bear interest from their respective dates
at the rate of 5.25% per annum payable on the outstanding principal amount
thereof and payable semi-annually on April 1 and October 1 of each year.
Subject to Section 3.05 hereof, the principal and interest shall be payable at
the office of the Trustee in St. Paul, Minnesota in lawful money of the United
States of America, provided that at the option of the Company payment of
interest may be made by wire transfer to the person entitled thereto if such
person has provided proper wire transfer instructions or by check mailed to the
address of such person as such address shall appear in the bond register
maintained by the Trustee.


     Bonds of Series A due October 1, 2018 shall be dated as of date of
authentication.


     Bonds of Series B due October 1, 2018 shall be dated as of the date of
authentication and shall bear interest thereon (at the rate specified above)
from the last date to which interest was paid or duly


12






 


     provided for on the bonds of Series A due October 1, 2018 occurring prior
to the date on which such bonds of Series B due October 1, 2018 were issued,
or, if no interest has been paid or duly provided for in the bonds of Series A
due October 1, 2018, from the date of such bonds of Series A due October 1,
2018.


     As long as there is no existing default in the payment of interest on the
bonds of Series A or Series B due October 1, 2018, as the case may be, the
person in whose name any bond of such series is registered at the close of
business on any Regular Record Date with respect to any interest payment date
shall be entitled to receive the interest payable on such interest payment date
notwithstanding any transfer or exchange of any such bond of such series
subsequent to the Regular Record Date and on or prior to such interest payment
date. Defaulted Interest shall be paid by the Company as provided in Section
2.03 of the Indenture.


     The term “Regular Record Date” as used herein with respect to any interest
payment date (April 1 or October 1) shall mean the March 15 prior to such April
1 or September 15 prior to such October 1 (whether or not a business day). The
term “business day” as used in this Section 3.02 shall mean any day other than
a Saturday or Sunday or a day on which the offices of the Trustee in the City
of St. Paul, Minnesota, are closed pursuant to authorization of law.


     SECTION 3.03 The bonds of Series A and/or Series B due October 1, 2018,
shall be redeemable at the option of the Company as a whole or in part on any
date upon not less than 30 days’ previous notice to be given in the manner and
with the effect provided in Section 10.02 of the Indenture at a redemption
price equal to the greater of (a) the principal amount being redeemed or (b)
the sum of the present values of the remaining scheduled payments of principal
and interest on the bonds of the relevant series due October 1, 2018 that are
being redeemed, discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus 25 basis points, plus accrued and unpaid interest to the redemption
date.


     “Treasury Yield” means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.


     “Comparable Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the bonds of the relevant series that would be utilized,
at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the bonds of the relevant series.


     “Comparable Treasury Price” means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S.
Government Securities” or (ii) if such release (or any successor release) is
not published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest Reference Treasury Dealer Quotations for
such redemption date, or (B) if the Trustee obtains fewer than four Reference
Treasury Dealer Quotations, the average of all the quotations.


     “Independent Investment Banker” means BNY Capital Markets, Inc., Goldman,
Sachs & Co. or, if such firms or their successors are unwilling or unable to
select the Comparable Treasury Issue, one of the remaining Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.


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     “Reference Treasury Dealer” means (i) each of BNY Capital Markets, Inc.
and Goldman, Sachs & Co. and any other primary U.S. Government securities
dealer in the United States (a “Primary Treasury Dealer”) designated by, and
not affiliated with, BNY Capital Markets, Inc. and Goldman, Sachs & Co. and
their respective successors, provided, however, that if any of the foregoing or
any of its designees shall cease to be a Primary Treasury Dealer, the Company
shall appoint another Primary Treasury Dealer as a substitute, and (ii) any
other Primary Treasury Dealer selected by the Company.


     “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by
such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding
such redemption date.


     The bonds of Series A and Series B due October 1, 2018 are not subject to
a sinking fund.


     SECTION 3.04 (a) Except as provided in subsections (c), (e), (f) and (g)
of this Section 3.04 and Sections 3.05, 3.06 and 3.07 hereof, the registered
holder of all Series A and Series B Bonds due October 1, 2018 shall be DTC or
its nominee or a successor Registered Depository or its nominee, and such bonds
shall be registered in the name of Cede & Co., as nominee for DTC, or a
successor Registered Depository or its nominee, if any. The Series A Bonds due
October 1, 2018 shall initially be issued in the form of one or more
authenticated fully registered certificates in the name of Cede & Co., as
nominee for DTC, in the aggregate principal amount of all Series A Bonds due
October 1, 2018 authorized for issuance. Upon initial issuance, the ownership
of such bonds shall be registered in the bond register kept by the Trustee in
the name of Cede & Co., as nominee of DTC. Except as otherwise provided in
subsections (c), (e), (f) and (g) of this Section 3.04 and Sections 3.05, 3.06
and 3.07 hereof, no person other than DTC shall receive authenticated bond
certificates evidencing the obligation of the Company to make payments of
principal of and interest on the Series A Bonds due October 1, 2018 or Series B
Bonds due October 1, 2018. Notwithstanding any other provision of this
Supplemental Trust Indenture to the contrary, so long as any Global Bonds are
registered in the name of Cede & Co., as nominee of DTC, all payments with
respect to the principal of, premium, if any, and interest on such Global Bonds
and all notices with respect to such Global Bonds shall be made and given,
respectively, to DTC as provided in the representation letter dated as of
October 2, 2003 among DTC, the Company and the Trustee and relating to such
Global Bonds and in the rules and regulations of DTC. The Trustee is hereby
authorized and directed to comply with all terms of such representation letter
and of the rules and regulations of DTC. Upon delivery by DTC to the Trustee
of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions of the Indenture
and this Supplemental Trust Indenture with respect to transfers of bonds, the
word “Cede & Co.” in this Supplemental Trust Indenture shall refer to such new
nominee of DTC.


     (b) The Trustee and the Company may treat the Registered Depository (or
its nominee) as the sole and exclusive registered holder of any and all Global
Bonds registered in its name for the purposes of payment of the principal of,
premium, if any, and interest on such Global Bonds and of giving any notice
permitted or required to be given to holders under the Indenture, except as
provided in Section 3.04(g) below; and neither the Trustee nor the Company
shall be affected by any notice to the contrary; and any provision of this
Supplemental Trust Indenture to the contrary notwithstanding, all such
principal, premium and interest shall be paid in accordance with the rules and
regulations of and agreements with the Registered Depository (or its nominee);
and the Trustee is hereby authorized and directed to comply with all such rules
and regulations and agreements. Neither the Trustee nor the Company shall have
any responsibility or obligation to any Participant, any Beneficial Owner or
any other person which is not shown on the bond register maintained by the
Trustee as being a registered holder. The Trustee shall pay all principal of,
premium, if any, and interest on the Global Bonds registered in the name of the
Registered Depository (or its nominee) only to or “upon the order of” (as that
term is used in the Uniform


14






 


     Commercial Code as adopted in Wisconsin and New York) the Registered
Depository, and all such payments shall be valid and effective to fully satisfy
and discharge the Company’s obligations with respect to the principal of,
premium, if any, and interest on such Global Bonds to the extent of the sum or
sums so paid.


     (c)  If the Company in its discretion determines that it is in the best
interests of the Beneficial Owners that they be able to obtain definitive bond
certificates, the Company may, so notify the Registered Depository and the
Trustee, whereupon the Registered Depository will notify such persons of the
availability through the Registered Depository of definitive bond certificates.
In such event, subject to the provisions of Section 3.07, the Trustee shall
issue, transfer and exchange definitive bond certificates for such Global Bonds
as requested by the Registered Depository in appropriate amounts pursuant to
Article II of the Indenture and Section 3.05 of this Supplemental Trust
Indenture. The Company shall pay all costs in connection with the production of
bond certificates under this Section 3.04(c).


     If a Completed Default shall have occurred and be continuing, the Trustee
shall have given notice of such Completed Default pursuant to Article XIV of
the Indenture and there shall have been delivered to the Company and the
Trustee an Opinion of Counsel to the effect that the interests of the
Beneficial Owners of such Global Bonds will be materially impaired unless such
owners become Holders of definitive Bonds of Series A or Series B due October
1, 2018, as the case may be, such Global Bonds may be exchanged for definitive
Bonds of Series A or Series B due October 1, 2018, as the case may be,
registered in the respective names of the Beneficial Owners thereof.


     In connection with any notice or other communication to be provided
pursuant to the Indenture for the bonds of Series A or Series B due October 1,
2018 by the Company or the Trustee with respect to any consent or other action
to be taken by the registered holders of the bonds of such series, the Company
or the Trustee, as the case may be, shall seek to establish a record date to
the extent permitted by the Indenture for such consent or other action and give
the Registered Depository notice of such record date not less than fifteen (15)
calendar days in advance of such record date to the extent possible.


     (d)  NEITHER THE COMPANY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR
OBLIGATIONS TO THE PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1)
THE ACCURACY OF ANY RECORDS MAINTAINED BY THE REGISTERED DEPOSITORY OR ANY
PARTICIPANT, (2) THE PAYMENT BY THE REGISTERED DEPOSITORY OR ANY PARTICIPANT OF
ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF, PREMIUM,
IF ANY, OR INTEREST ON ANY GLOBAL BONDS, (3) THE DELIVERY BY THE REGISTERED
DEPOSITORY OR ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS
REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO
REGISTERED HOLDERS, (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE
PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF ANY GLOBAL BONDS OR (5) ANY
CONSENT GIVEN OR OTHER ACTION TAKEN BY THE REGISTERED DEPOSITORY AS A
REGISTERED HOLDER.


     SO LONG AS THE NOMINEE OF THE REGISTERED DEPOSITORY IS THE REGISTERED
HOLDER OF ANY GLOBAL BONDS, REFERENCES HEREIN TO REGISTERED HOLDERS OF SUCH THE
BONDS SHALL MEAN SUCH NOMINEE AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE
GLOBAL BONDS OR THE PARTICIPANTS.


     (e) The Registered Depository may determine to discontinue providing its
services with respect to the bonds of Series A and Series B due October 1, 2018
at any time by giving written notice to the Company and the Trustee and
discharging its responsibilities with respect thereto under applicable law.
Under such circumstances (if there is no successor book-entry depository), the
Company and the Trustee shall be obligated (at the sole cost and expense of the
Company), subject to the provisions of


15






 


     Section 3.08 hereof, to deliver bond certificates as described in this
Supplemental Trust Indenture. If bond certificates are issued, the provisions
of the Indenture and this Supplemental Trust Indenture shall apply to, among
other things, the transfer and exchange of such certificates and the method of
payment of principal of, premium, if any, and interest on such certificates.
Whenever the Registered Depository requests the Company and the Trustee to do
so, the Company will direct the Trustee (at the sole cost and expense of the
Company) to cooperate with the Registered Depository, subject to the provisions
of Section 3.08, in taking appropriate action after reasonable notice (1) to
make available one or more separate certificates evidencing the bonds of the
relevant series held by any Participant as Beneficial Owner to such Participant
or (2) to arrange for another book-entry depository to maintain custody of
certificates evidencing the Series A and Series B due October 1, 2018
registered in the name of the departing Registered Depository or its nominee.
Any successor book-entry depository must be a clearing agency registered with
the Securities and Exchange Commission pursuant to Section 17A of the Exchange
Act and must enter into an agreement with the Company and the Trustee agreeing
to act as the depository and clearing agency for the bonds of Series A and
Series B due October 1, 2018 (except as provided in Section 3.04(g) below).
After such agreement has become effective, the departing Registered Depository
shall, subject to Section 3.07 hereof, present the Global Bonds for
registration of transfer in accordance with 2.11 of the Indenture, and the
Trustee shall register them in the name of the successor book-entry depository
or its nominee. If a successor book-entry depository has not accepted such
position before the effective date of the departing Registered Depository’s
termination of its services, the book-entry system shall automatically
terminate and may not be reinstated without the consent of all registered
holders of the bonds of Series A and Series B due October 1, 2018.


     (f)  The Company, in its sole discretion, may terminate the services of the
Registered Depository with respect to the Global Bonds if the Company
determines that: (i) the Registered Depository is unable to discharge its
responsibilities with respect to such Global Bonds, or (ii) it is not in the
best interests of the Beneficial Owners of the Series A and Series B Bonds due
October 1, 2018 to remain registered in the name of the Registered Depository
or its nominee. After such event and if no substitute book-entry depository is
appointed by the Company, subject to Section 3.07 hereof, bond certificates
will be delivered as described in the Indenture and this Supplemental Trust
Indenture.


     (g)  Upon the termination of the services of the Registered Depository with
respect to the bonds of Series A and Series B due October 1, 2018 pursuant to
subsections (c), (e) or (f) of this Section 3.04 after which no substitute
book-entry depository is appointed, the bonds of Series A and Series B due
October 1, 2018 shall be registered in whatever name or names holders
transferring or exchanging such bonds shall, subject to the provisions of
Section 3.07, designate in accordance with the provisions of the Indenture and
this Supplemental Trust Indenture.


     SECTION 3.05 Subject to Section 3.07, the registered owner of any bond or
bonds of Series A due October 1, 2018 or of Series B due October 1, 2018, at
his, her, or its option may surrender the same with other bonds of the same
series at the office of the Trustee in Milwaukee, Wisconsin, or at the agency
of the Company in the Borough of Manhattan, City and State of New York, or
elsewhere if authorized by the Company, for cancellation, in exchange for other
bonds of the same series of higher or lower authorized denominations, but of
the same aggregate principal amount, bearing interest from its date, and upon
receipt of any payment required under the provisions of Section 3.09 hereof.
Thereupon the Company shall execute and deliver to the Trustee and the Trustee
shall authenticate and deliver such other registered bonds to such registered
owner at its office or at any other place specified as aforesaid.


     SECTION 3.06 Any Initial Bonds which are presented to the Company and/or
the Trustee for exchange pursuant to an Exchange Offer in accordance with the
terms thereof shall be exchanged for Exchange Bonds of equal principal amount
upon surrender to the Company and/or the Trustee of the Initial Bonds to be
exchanged; provided, however, that the Initial Bonds so surrendered for
exchange shall be duly endorsed and accompanied by a letter of transmittal or
written instrument of transfer in form


16






 


     satisfactory to the Company, duly executed by the registered holder
thereof or its attorney who shall be duly authorized in writing to execute such
document. Whenever any Initial Bonds are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver to and in
the name of each registered holder that has properly tendered its Initial Bonds
for exchange the same aggregate principal amount of Exchange Bonds as the
Initial Bonds that have been so surrendered.


     SECTION 3.07 (a) All Initial Bonds, whether definitive bonds or Global
Bonds, and all beneficial interests in one or more Initial Bonds, and all bonds
issued upon registration of, transfer of or in exchange for, any such bonds
(other than Exchange Bonds or bonds sold pursuant to an effective registration
statement under the Securities Act or bonds issued, directly or indirectly,
upon registration of transfer of or in exchange for, any such Exchange Bonds),
shall be restricted securities (within the meaning of Rule 144 under the
Securities Act; hereinafter, collectively, “Restricted Securities”) and shall
be subject to the restrictions on transfer provided in the legends set forth on
the Restricted Securities. The registered holder of each Restricted Security,
by such registered holder’s acceptance thereof, agrees to be bound by such
restrictions on transfer. All Restricted Securities shall bear on their faces
the applicable legends limiting transferability set forth on the form of bond
in the recitals hereto.


     Each registered holder of a definitive bond or a beneficial interest in a
Global Bond that is a Restricted Security will be deemed to have represented
and agreed to offer, sell, pledge or otherwise transfer such Initial Bonds or
beneficial interest only in accordance with the legend set forth on the face of
the Restricted Securities.


     Upon the transfer, exchange or replacement of definitive bonds bearing
such legend, or upon request for removal of the legend on a definitive bond,
the Trustee will deliver bonds that do not bear such legend if the Trustee has
been provided evidence satisfactory to the Company and to the Trustee (which
may include an opinion of counsel) that neither the legend nor the restrictions
on transfer set forth therein are required to ensure compliance with the
Securities Act.


     Subject to the restrictions on transfer and exchange set forth herein and
in the Indenture, the holder of any bonds issued hereunder may transfer or
exchange such bonds in whole or in part (in a principal amount which is an
integral multiple of $1,000 or in an amount which is not an integral multiple
of $1,000 if the holder is transferring or exchanging all of the bonds of the
relevant series held by such holder) by surrendering them at the Corporate
Trust Office of the Trustee or at the office of the transfer agent, together
with (a), an executed instrument of assignment and transfer (in the case of a
transfer) or a written request for exchange (in the case of exchange), and, in
the case of Series A Bonds due October 1, 2018 that are Restricted Securities,
a certificate substantially in the form of Exhibit A hereto, and (b) additional
certifications and evidence that such transfer or exchange is in compliance
with the Securities Act and the restrictions on transfer set forth in such
bonds as may be required pursuant to the terms of this Supplemental Trust
Indenture.


     Upon surrender of a definitive bond for transfer or exchange with the
appropriate documentation, or notification of a request for transfer or
exchange of a beneficial interest in a Global Bond for a definitive bond or
bonds, subject to the restrictions described herein and in the Indenture, the
Trustee will, within five business days of such request if made at the
Corporate Trust Office of the Trustee, or within 10 Business Days if made at
the office of a transfer agent (other than the Trustee), authenticate and
deliver at the Corporate Trust Office of the Trustee or the office of the
transfer agent, as the case may be, to the transferee (in the case of transfer)
or registered holder (in the case of exchange) or send by first class mail at
the risk of the transferee (in the case of transfer) or registered holder (in
the case of exchange) to such address as the transferee or holder, as
applicable, may request, a definitive bond or bonds, as the case may require,
for a like aggregate principal amount and in such authorized denomination or
denominations as may be requested. The presentation for transfer or exchange of
any definitive bond


17






 


     will not be valid unless made at the Corporate Trust Office of the Trustee
or at the office of a transfer agent by the registered holder in person or by a
duly authorized attorney-in-fact.


     (b)  The following provisions shall apply with respect to any proposed
transfer of a Rule 144A Global Bond or a beneficial interest therein prior to
the expiration of the Resale Restriction Termination Date:



	 	(i)	 	a transfer of a Rule 144A Global Bond or a
beneficial interest therein shall be made upon the
representation of the transferee that it is purchasing the
bond for its own account or an account with respect to which
it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” as defined
in Rule 144A and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received
such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the
transferor is relying upon its foregoing representations in
order to claim the exemption from registration provided by
Rule 144A; and
	 
	 	(ii)	 	a transfer of a Rule 144A Global Bond or a
beneficial interest therein to a non-U.S. person shall be made
upon receipt by the Trustee or its agent of a certificate
substantially in the form set forth in Exhibit A annexed
hereto from the proposed transferee and, if requested by the
Company or the Trustee, the delivery of an opinion of counsel,
certifications and/or other information satisfactory to each
of them.



     (c)  The following provisions shall apply with respect to any proposed
transfer of a Regulation S Global Bond or a beneficial interest therein prior
to the expiration of the Resale Restriction Termination Date:



	 	(i)	 	a transfer of a Regulation S Global Bond or a
beneficial interest therein to a “qualified institutional
buyer” as defined in Rule 144A shall be made upon the
representation of the transferee that it is purchasing the
bond for its own account or an account with respect to which
it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” as defined
in Rule 144A and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received
such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the
transferor is relying upon its foregoing representations in
order to claim the exemption from registration provided by
Rule 144A; and
	 
	 	(ii)	 	a transfer of a Regulation S Global Bond or a
beneficial interest therein to a non-U.S. person shall be made
upon receipt by the Trustee or its agent of a certificate
substantially in the form set forth in Exhibit B annexed
hereto from the proposed transferee and, if requested by the
Company or the Trustee, the delivery of an opinion of counsel,
certifications and/or other information satisfactory to each
of them.



     Prior to or on the expiration of the 40-day “distribution compliance
period” within the meaning of Rule 903 of Regulation S under the Securities Act
(the “Distribution Compliance Period”), beneficial interests in a Regulation S
Global Bond may only be held through the operator of the Euroclear System
(“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”) (as
indirect participants in DTC) or another agent member of Euroclear and
Clearstream acting for and on behalf of them, unless


18






 


     exchanged for interests in the Rule 144A Global Bond in accordance with
the certification requirements hereof. During the Distribution Compliance
Period, interests in the Regulation S Global Bond, if any, may be exchanged for
interests in the Rule 144A Global Bond or for definitive bonds only in
accordance with the certification requirements described in this Section 3.07.


     After the expiration of the Distribution Compliance Period, interests in
the Regulation S Global Bond may be transferred without requiring the
certification set forth in Exhibit B annexed hereto or any additional
certification.


     As used in the preceding two paragraphs of this Section 3.07, the term
“transfer” encompasses any sale, transfer or other disposition of any bonds
referred to herein except for transfers from any registered holder to an
affiliate of such registered holder; provided, that such transferring
registered holder shall deliver a letter to the Trustee stating that the
transferee is an affiliate of such registered holder. The Trustee shall be
entitled to rely on and be fully protected in its reliance on such letter.


     SECTION 3.08 No charge shall be made by the Company for any exchange or
transfer of bonds of the Series A due October 1, 2018, other than for taxes or
other governmental charges, if any, that may be imposed in relation thereto.


ARTICLE IV

APPOINTMENT OF AUTHENTICATING AGENT



     SECTION 4.01 The Trustee shall, if requested in writing to do so by the
Company, promptly appoint an agent or agents of the Trustee who shall have
authority to authenticate registered bonds of the Series A and Series B due
October 1, 2018, in the name and on behalf of the Trustee. Such appointment by
the Trustee shall be evidenced by a vice-president of the Trustee delivered to
the Company prior to the effectiveness of such appointment.


     SECTION 4.02 (a) Any such authenticating agent shall be acceptable to the
Company and shall at all times be a corporation which is organized and doing
business under the laws of the United States or of any State, is authorized
under such laws to act as authenticating agent, has a combined capital and
surplus between $5,000,000 and $10,000,000 and is subject to supervision or
examination by federal or state authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 4.02 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.


     (b)  Any corporation into which any authenticating agent may lawfully be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion, or consolidation to which any
authenticating agent shall be a party, or any corporation succeeding to the
corporate agency business of any authenticating agent, shall continue to be the
authenticating agent without the execution or filing of any paper or any
further act on the part of the Trustee or the authenticating agent.


     (c) Any authenticating agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at
any time, and upon written request of the Company to the Trustee shall,
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any authenticating agent shall cease to be eligible in accordance with the
provisions of this Section 4.02, the Trustee, unless otherwise requested in
writing by the Company, promptly shall appoint a successor authenticating
agent, which shall be acceptable to the Company. Any successor authenticating
agent upon acceptance of its appointment


19






 


     hereunder shall become vested with all the rights, powers, duties, and
responsibilities of its predecessor hereunder, with like effect as if
originally named. No successor authenticating agent shall be appointed unless
eligible under the provisions of this Section 4.02.


     (d)  The Trustee agrees to pay to any authenticating agent, appointed in
accordance with the provisions of this Section 4.02, reasonable compensation
for its services, and the Trustee shall be entitled to be reimbursed for such
payments.


     SECTION 4.03 If an appointment is made pursuant to this Article IV, the
registered bonds of the Series A and Series B due October 1, 2018, shall have
endorsed thereon, in addition to the Trustee’s Certificate, an alternate
Trustee’s Certificate in the following form:


     This bond is one of the bonds of the Series designated therein, described
in the within-mentioned Indenture.



	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	 	By
     



Authenticating Officer
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	 	By      



Authorized Officer



     SECTION 4.04 No provision of this Article IV shall require the Trustee to
have at any time more than one such authenticating agent for any one State or
to appoint any such authenticating agent in the State in which the Trustee has
its principal place of business.


ARTICLE V

FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE



     SECTION 5.01 Names and Addresses of Debtor and Secured Party. The name
and address of the debtor and secured party are set forth below:



	 	 	 
	Debtor:	 	
Northern States Power Company

1414 West Hamilton Avenue

Eau Claire, Wisconsin 54701
	 
	Secured Party:	 	
U.S. Bank National Association, Trustee

60 Livingston Avenue

St. Paul, Minnesota 55107



     NOTE: Northern States Power Company, the debtor above named, is “a
transmitting utility” under the Uniform Commercial Code as adopted in Michigan
and Wisconsin.


     SECTION 5.02 Reference to Article I hereof is made for a description of
the property of the debtor covered by this Financing Statement with the same
force and effect as if incorporated in this Section at length.


20






 


     SECTION 5.03 The maturity dates and respective principal amounts of
obligations of the debtor secured and presently to be secured by the Indenture,
reference to all of which for the terms and conditions thereof is hereby made
with the same force and effect as if incorporated herein at length, are as
follows:



	 	 	 	 	 
	OUTSTANDING FIRST MORTGAGE BONDS	 	PRINCIPAL AMOUNT	 
	
	 	
	 
	Series due October 1, 2003
	 	$	40,000,000	 
	Series due March 1, 2023
	 	$	110,000,000	 
	Series due December 1, 2026
	 	$	65,000,000	 
	Series A and Series B due October 1, 2018
	 	$	150,000,000	 



     SECTION 5.04 This Financing Statement is hereby adopted for all of the
First Mortgage Bonds of the series mentioned above secured by the Indenture.


     SECTION 5.05 The 1947 Indenture and the prior Supplemental Trust
Indentures, and the Restated Indenture, as set forth below, have been filed or
recorded in each and every office in the States of Michigan and Wisconsin
designated by law for the filing or recording thereof in respect of all
property of the Company subject thereto:


     Original Indenture Dated April 1, 1947


     Supplemental Trust Indenture Dated March 1, 1949


     Supplemental Trust Indenture Dated June 1, 1957


     Supplemental Trust Indenture Dated August 1, 1964


     Supplemental Trust Indenture Dated December 1, 1969


     Supplemental Trust Indenture Dated September 1, 1973


     Supplemental Trust Indenture Dated February 1, 1982


     Supplemental Trust Indenture Dated March 1, 1982


     Supplemental Trust Indenture Dated June 1, 1986


     Supplemental Trust Indenture Dated March 1, 1988


     Supplemental and Restated Trust Indenture Dated March 1, 1991


     Supplemental Trust Indenture Dated April 1, 1991


     Supplemental Trust Indenture Dated March 1, 1993


     Supplemental Trust Indenture Dated October 1, 1993


     Supplemental Trust Indenture Dated December 1, 1996


     SECTION 5.06 The property covered by this Financing Statement also shall
secure additional series of First Mortgage Bonds of the debtor that may be
issued from time to time in the future in accordance with the provisions of the
Indenture.


21






 


ARTICLE VI

MISCELLANEOUS



     SECTION 6.01 The recitals of fact herein, except the recital that the
Trustee has duly determined to execute this Supplemental Trust Indenture and be
bound, insofar as it may lawfully so do, by the provisions hereof and in the
bonds shall be taken as statements of the Company and shall not be construed as
made by the Trustee. The Trustee makes no representations as to the value of
any of the property subjected to the Lien of the Indenture, or any part
thereof, or as to the title of the Company thereto, or as to the security
afforded thereby and hereby, or as to the validity of this Supplemental Trust
Indenture or of the bonds issued under the Indenture by virtue hereof (except
the Trustee’s certificate), and the Trustee shall incur no responsibility in
respect of such matters.


     SECTION 6.02 This Supplemental Trust Indenture shall be construed in
connection with and as a part of the Indenture.


     SECTION 6.03 (a) If any provision of this Supplemental Trust Indenture
limits, qualifies or conflicts with another provision of the Indenture required
to be included in indentures qualified under the Trust Indenture Act of 1939
(as enacted prior to the date of this Supplemental Trust Indenture) by any of
the provisions of Sections 310 to 317, inclusive, of the said Act, such
required provisions shall control.


     (b)  In case any one or more of the provisions contained in this
Supplemental Trust Indenture or in the bonds issued hereunder should be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected, impaired, prejudiced or disturbed thereby.


     SECTION 6.04 Wherever in this Supplemental Trust Indenture the word
“Indenture” is used without the prefix “1947”, “Original”, “Restated” or
“Supplemental” such word was used intentionally to include in its meaning the
1947 Indenture, as amended and restated by the Restated Indenture, and all
indentures supplemental thereto.


     SECTION 6.05 Wherever in this Supplemental Trust Indenture either of the
parties hereto is named or referred to, this shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements in
this Supplemental Trust Indenture contained by or on behalf of the Company or
by or on behalf of the Trustee shall bind and inure to the benefit of the
respective successors and assigns of such parties, whether so expressed or not.


     SECTION 6.06 (a) This Supplemental Trust Indenture may be simultaneously
executed in several counterparts, and all said counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.


     (b)  The Table of Contents and the descriptive headings of the several
Articles of this Supplemental Trust Indenture were formulated, used and
inserted in this Supplemental Trust Indenture for convenience only and shall
not be deemed to affect the meaning or construction of any of the provisions
hereof.


     The amount of obligations to be issued forthwith under the Indenture is
$150,000,000.


22






 


     IN WITNESS WHEREOF, NORTHERN STATES POWER COMPANY, a Wisconsin
corporation, party of the first part, has caused its corporate name and seal to
be hereunto affixed, and this Supplemental Trust Indenture to be signed by its
President or a Vice President, and attested by its Secretary or an Assistant
Secretary, for and in its behalf, and U.S. BANK NATIONAL ASSOCIATION, a
national banking association duly organized and existing under and by virtue of
the laws of the United States of America, as Trustee, party of the second part,
to evidence its acceptance of the trust hereby created, has caused its
corporate name and seal to be hereunto affixed, and this Supplemental Trust
Indenture to be signed by its President or a Vice President, and attested by
its Secretary or an Assistant Secretary, for and in its behalf, all done this
25th day of September, 2003.



	 	 
	 	NORTHERN STATES POWER COMPANY
	 
	 	/s/ Benjamin GS Fowke III



By: Benjamin GS Fowke III

Title: Vice President and Treasurer



(CORPORATE SEAL)

Attest:


/s/ Anne M. Ziebell




By: Anne M. Ziebell

Title: Assistant Secretary

Executed by Northern States

Power Company in presence of:


/s/ Mary P. Schell





/s/ Sharon S. Babcock





WITNESSES



	 	 
	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	By: /s/ Frank P. Leslie III



Title: Vice President



(CORPORATE SEAL)


Attest:


By: /s/ Richard H. Prokosch




Title: Vice President

Executed by U.S. BANK NATIONAL ASSOCIATION

in presence of:


/s/ Laurie A. Howard





/s/ Gloriann S. Kessler





WITNESSES


 






 




	 	 	 
	STATE OF MINNESOTA	 	
)

)ss:
	COUNTY OF HENNEPIN	 	
)



     On this the day of September 25, 2003, before me, Sharon M. Quellhorst, a
Notary Public, the undersigned officer, personally appeared Benjamin GS Fowke
III and Anne M. Ziebell, who acknowledged themselves to be the Vice President
and Treasurer and the Assistant Secretary, respectively, of Northern States
Power Company, a Wisconsin corporation, and that they, as such Vice President
and Treasurer and Assistant Secretary, respectively, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by themselves as Benjamin GS Fowke III and
Anne M. Ziebell, respectively.


     In Witness Whereof, I hereunto set my hand and official seal.


NOTARY PUBLIC IN AND FOR COUNTY OF HENNEPIN

STATE OF MINNESOTA

MY COMMISSION EXPIRES 1/31/2005


/s/ Sharon M. Quellhorst




(NOTARIAL SEAL)

 






 



	 	 	 
	STATE OF MINNESOTA	 	
)

)ss:
	COUNTY OF RAMSEY	 	
)



     On this the day of September 24, 2003, before me, Mary R. McCarthy, notary
public, the undersigned officer, personally appeared Frank P. Leslie III and
Richard H. Prokosch, who acknowledged themselves to be the Vice President and
the Vice President, respectively, of U.S. Bank National Association, a national
banking association, and that they, as such Vice President and Vice President,
respectively, being authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the corporation by
themselves as Frank P. Leslie III and Richard H. Prokosch, respectively.


     In Witness Whereof, I hereunto set my hand and official seal.


NOTARY PUBLIC IN AND FOR COUNTY OF RAMSEY

STATE OF MINNESOTA

MY COMMISSION EXPIRES 1/31/05


/s/ Mary R. McCarthy




(NOTARIAL SEAL)

 






 



SCHEDULE A



The property referred to in the granting clause in the foregoing Supplemental
Trust Indenture from Northern States Power Company to U.S. Bank National
Association, as Trustee, dated September 25, 2003, includes parts or parcels of
real property and other property hereinafter more specifically described. Such
description, however, is not intended to limit or impair the scope or intention
of the general description contained in the granting clauses or elsewhere
herein or in the Indenture.


I. PROPERTIES IN THE STATE OF WISCONSIN



The following described property situated, lying and being in the County of
Ashland, State of Wisconsin, to-wit:


Transmission Line 3217 Corridor


LOT ONE (1) AND LOT TWO (2), BLOCK TWO 2, WASHBURN PARK ADDITION, ASHLAND
COUNTY, WISCONSIN.


NORTH HALF(N1/2) OF LOT TWO (2)AND ALL OF LOTS THREE (3) AND FOUR (4), BLOCK


SIXTY (60), ASHLAND PROPER, CITY OF ASHLAND, ASHLAND COUNTY, WISCONSIN.


LOTS THREE (3) , FOUR (4), FIVE (5), SIX (6), SEVEN (7), EIGHT (8) AND NINE
(9), BLOCK TWO (2), WASHBURN PARK ADDITION ASHLAND COUNTY, WISCONSIN.


LOT FIVE (5) AND LOT SIX (6) , BLOCK SIXTY (60),ASHLAND PROPER, ASHLAND COUNTY,
WISCONSIN.


LOTS THREE (3) THROUGH SIX (6 ), INCLUSIVE, BLOCK ONE HUNDRED THIRTEEN 113 ,
ASHLAND PROPER, CITY OF ASHLAND, ASHLAND COUNTY, WISCONSIN.


Lot One (1) and the South Half (1/2) of Lot Two (2), Block Sixty (60), Ashland
Proper, City of Ashland, Ashland County, Wisconsin.


Elk’s Club Golf Lot


Lot Seven (7), Block Three (3), Superior View Subdivision, City of Ashland,
Ashland County, Wisconsin.


The following described property situated, lying and being in the County
of Barron, State of Wisconsin, to-wit:


Barron / Rice Lake Tower


A-1






 


Lot 1, Certified Survey Map recorded in Volume 26, Page 59, Document No.
590178, being a part of the SW1/4 SW1/4, Section 19, T35N-R11 W, Town of Rice
Lake, Barron County, Wisconsin.


The following described property situated, lying and being in the County of
Bayfield, State of Wisconsin, to-wit:


Drummond Tower


Lot 1 of Certified Survey Map #001053, recorded in Volume 6 of Certified Survey
Maps, Pages 394-395, Document Number 451451, located in the SW1/4 of the NW1/4,
Section 8, T44N-R7W, Town of Drummond, Bayfield County, Wisconsin.


Benoit Tower


Lot 1 of Certified Survey Map #001038, recorded in Volume 6 of Certified Survey
Maps, Pages 364-365, Document Number 448852, located in the SE1/4 of the NE1/4,
Section 33, T47N-R6W, Town of Keystone, Bayfield County, Wisconsin.


The following described property situated, lying and being in the County of
Chippewa, State of Wisconsin, to-wit:


Stanley Substation


Lot 1 of Certified Survey Map #1620, recorded in Volume 6 of Maps, Page 344,
Document No. 575427, being a part of the SW1/4 NE1/4, Section 35, T29N-R5W,
City of Stanley, Chippewa County, Wisconsin.


This Deed given pursuant to Resolution of the Common Council of the City of
Stanley, adopted on the 6th day of April, 1998 at a regular meeting of said
Council and is identified as Resolution No. 98-4.


Holcombe Flowage 2


Part of the Northeast quarter of the Southwest quarter (NESW), Section 7,
Township 32 North, Range 6 West, Town of Birch Creek, Chippewa County,
Wisconsin described as follows: Commencing at the southeast corner of Lot 8 of
Certified Survey Map No. 958 as recorded in Vol. 3 of CSMs on Page 271-272, in
the Chippewa County Register of Deeds; thence S 6°35’50“W, 88.99 feet to the
point of beginning; thence N 6°35’50” E, 88.99 feet; thence N 46°28’00” E on
the southeasterly line of said CSM, 150.0 feet; thence East to the east line of
said NESW; thence South along the west eighth line to a point that is due East
of the point of beginning; thence West to the point of beginning. Except that
part dedicated as Taylor Heights Road on the plat of Taylor Bay and subject to
an easement for ingress and egress for lots 9 & 10 of said CSM No. 958.


Holcombe Flowage


Part of the Northeast quarter of the Southwest quarter (NESW), Section 7,
Township 32 North, Range 6 West, Town of Birch Creek, Chippewa County,
Wisconsin described as follows: Commencing at the southeast corner of Lot 8 of
Certified Survey Map No. 958 as recorded in Vol. 3 of CSMs on Page 271-272, in
the Chippewa County Register of Deeds; thence S 6°35’50“W, 88.99 feet to the
point of beginning; thence N 6°35’50” E, 88.99 feet; thence N 46°28’00” E on
the southeasterly line of said CSM, 150.0 feet; thence East to the east line of
said NESW; thence South along the west eighth line to a point that is due East
of the point of beginning; thence West to the point of beginning. Except that
part


A-2






 


dedicated as Taylor Heights Road on the plat of Taylor Bay and subject to an
easement for ingress and egress for lots 9 & 10 of said CSM No. 958


Wissota Hydro Additional Property 1


Lot 48, 4th Riverside Industrial Park, City of Chippewa Falls


That part of Outlot 12, 4th Riverside Industrial Park, City of Chippewa Falls,
described as follows:


Beginning at the Southeast corner of Lot 48 of said subdivision; thence S 13
degrees 15 minutes 16 seconds W to the South line of Outlot 12; thence N 78
degrees 19 minutes 00 seconds W along the South line of Outlot 12 to a point
that is S 17 degrees 37 minutes 15 seconds W of the Southwest corner of Lot 48;
thence N 17 degrees 37 minutes 15 seconds E to the Southwest corner of Lot 48;
thence S 78 degrees 19 minutes 00 seconds E 394.51 feet to the Southeast corner
of Lot 48 and the point of beginning.


The following described property situated, lying and being in the County of
Clark, State of Wisconsin, to-wit:


Longwood Tower


A parcel of land located in the NW 1/4 of the NW 1/4, Section 17, Township 28
North, Range 2 West, Town of Longwood, Clark County, WI, being further
described as follows: Commencing at the Northwest Corner of said Section 17,
thence S45°00’39“E 46.52 feet to the intersection of the south line of CTH “N”
and the east line of CTH “O”; thence N89°48’13“E along the south line of said
CTH “N” 99.00 feet to the point of beginning; thence continuing N89°48’13“E
along said south line 253.60 feet; thence S00°10’29“W 308.00 feet; thence
S89°48’13“W 352.60 feet to the east line of said CTH “O”; thence N00°10’29“E
along said east line 175.79 feet; thence S89°49’31 “E 99.00 feet; thence
N00°10’29“E 132.85 feet to the point of beginning. Containing 95,479 square
feet, more or less.


A parcel of land located in the NW 1/4 of the NW 1/4, Section 17, Township 28
North, Range 2 West, Town of Longwood, Clark County, Wisconsin, being further
described as follows: Commencing at the Northwest Corner of said Section 17;
thence S45°00’39“E, 46.52 feet to the intersection of the South line of CTH “N”
and the east line of CTH “O” and the point of beginning; thence N89°48’13“E
along the south line of said CTH “N”, 99.00 feet; thence S00°10’29“W 132.85
feet; thence N89°49’31 “W 99.00 feet to the east line of said CTH “O”; thence
N00°10’29“E along said east line 132.21 feet to the point of beginning.
Containing 13,120 square feet, more or less.


T-Corners Substation


Parcel 1 of Certified Survey Map No. 1043, recorded in the Clark County


Register of Deeds in Volume 653 of Records, Page 668, Document No. 499564,
being part of the SW1/4 of the NW1/4 of Section 13, Township 28 North, Range 1
East, Town of Colby, Clark County, Wisconsin, EXCEPT the East 268 feet of West
301 feet of North 365 feet of South 398 feet and except the highway
right-of-way described in 300/518.


Withee Switching Station


A parcel of land located in the Southwest Quarter of
the Southwest Quarter (SW1/4-SW1/4) , Section 34,
T29N-R3W, Town of Withee, Clark County, WI. Being


A-3






 


further described as follows:


Beginning at the Southwest corner of said Section 34, thence NO1 deg 00’30“W
along the West line of said Southwest 1/4, 536.96 feet; thence N90 deg 00’00“E
465.25 feet; thence S01 deg 00’30“E 536.96 feet to the South line of said
Southwest 1/4; thence S90 deg 00’00“W along said South line 465.25 feet to the
point of beginning. Containing 249,784 square feet, 5.7 acres, more or less.


Transmission Line 3403


The North 66 feet of the Northeast Quarter of the Northeast Quarter (NE1/4
NE1/4), Section 10, T24N R1W, Town of Grant.


A part of the Southwest quarter of the Northwest quarter, the Southeast quarter
of the Northwest quarter and the Southwest quarter of the Northeast quarter of
Section 18, Township 24 North, Range 1 West more particularly described as a
strip of land, 100 feet in width, lying 50 feet on each side of a centerline
described as: Beginning at a point on the west line of said section 18 that is
525.5 feet North of the west quarter corner of section 18; thence S 74° 42’ E,
25.0 feet; thence S 86° 34’ E, 3075.0 feet; thence N 69° 42’ E, 925 feet, more
or less, to a point on the east line of the Southwest quarter of the Northeast
quarter that is 637 feet more or less, North of the southeast corner of said
quarter-quarter and there terminating. The side lines of said 100 foot strip to
be shortened or lengthened to meet at angle points and to terminate at the west
and east boundaries of the grantor’s lands.


Grassland Substation


Lot One (1) of Certified Survey Map No. 1199, recorded in Volume 684, Page 201,
Document No. 509835, being a part of the Southwest 1/4 of the Southwest 1/4,
Section 12, Township 26 North, Range 2 West, Clark County, Wisconsin.


The following described property situated, lying and being in the County
of Dunn, State of Wisconsin, to-wit:


Colfax Tower


A parcel of land located in the Southwest Quarter of the Southwest Quarter
(SW1/4-SW’~4), Section 25, T29N-R11W, being Outlot 1 of Certified Survey Map
No. 2188 recorded in Volume 9 of Certified Survey Maps, Page 138, as Document
No. 456150. Said parcel contains 112,199 sq ft (2.575 ac), more or less,
together with an ingress and egress easement.


Menomonie Tower


Lot 1 of Certified Survey Map #1813, recorded in Volume 7 of Maps, Page 163,
Document No. 434973, being a part of the NW1/4 NE1/4 and a part of the SW1/4
NE1/4, all in Section 12, T27N-R13W, Town of Menomonie, Dunn County, Wisconsin.


Ridgeland Tower


Lot 1 of Certified Survey Map #1810, recorded in Volume 7 of Maps, Page 160,
Document No. 434905, being a part of the SW1/4 SE1/4, Section 12, T31N-R13W,
Town of Sheridan, Dunn County, Wisconsin.


The following described property situated, lying and being in the County of Eau
Claire, State of Wisconsin, to-wit:


A-4






 


Western Avenue Service CenterExpansion


The South 550 feet of Outlot 1, of the General Trading Company’s Addition to
the City of Eau Claire, EXCEPT the South 150 feet thereof, also EXCEPT the East
30 feet thereof for highway purposes and subject to easements of record.


Jeffers Road Substation


A part of Government Lot 4, Section 6, Township 27. North, Range 9 West,
described as follows: All that part of Government Lot 4 , Section 6 ,Township
27 North, Range 9 West, lying West of a line described as commencing at the
quarter post on the north line of said Section 6; thence south 37 degrees east
13 chains and 20 links (871.2) feet; thence south 65 degrees east 3 chains and
75 links(247.5) feet to a point 1 rod west of the west bank of the Chippewa
River at highwater mark; thence in a southeasterly direction parallel with said
Chippewa River bank at highwater mark to the south line of said Government Lot
4 . EXCEPTING the South 20 rods of said Government Lot 4.


Shawtown Substation Expansion


That part of Government Lot 4, Section 30, Township 27 North, Range 9 West,
described as follows: Commencing at the point of intersection of the center
line of United States Highway #12 with the center line of Menomonie Street, in
the City of Eau Claire thence south 42 deg. 04’ East, along the center line of
said United States Highway #12, 1860.25 feet; thence South 47 deg. 56’ West,
100 feet to the point of intersection of the Southwesterly right of way line of
United States Highway #12 with the Southeasterly line of the right of way of
the Chicago, Milwaukee, St. Paul and Pacific Railway Company (former); thence
South 42 deg. 04’ East, along said highway right of way line, 188 feet to the
point of beginning; thence South 47 deg. 56’ West, 60 feet to the Northeasterly
corner of Lot 1, Eau Claire County Certified Survey Map, recorded in Volume 5,
Page 235; thence South 42 deg. 04’ East along the Easterly line of said Lot 1,
61.50 feet to the Southeasterly corner thereof; thence North 47 deg. 56’ East,
60 feet to the Southwesterly right of way line of United States Highway # 12;
thence North 42 deg. 04’ West along said highway right of way line, 61.50 feet
to the point of beginning. Being subject to existing easements.


Skypark Office Expansion


A PARCEL OF LAND LOCATED IN THE SE 1/4 OF THE SW 1/4 OF SECTION 30, TOWNSHIP 27
NORTH, RANGE 9 WEST AND THE NE 1/4 OF THE NW 1/4 OF SECTION 31, TOWNSHIP 27
NORTH, RANGE 9 WEST, CITY OF EAU CLAIRE, EAU CLAIRE COUNTY, WISCONSIN,
DESCRIBED AS FOLLOWS:


COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 30; THENCE NORTH 88° 52’ 45”
EAST, ASSUMED BASIS OF BEARING, 294.59 FEET ALONG THE SOUTH LINE OF SAID
SOUTHWEST QUARTER, THENCE NORTHEASTERLY 630.04 FEET ALONG A NONTANGENTIAL
CURVE, CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 1834.86 FEET AND A CENTRAL
ANGLE OF 19° 40’ 26” AND A CHORD BEARING OF


NORTH 52° 11’ 42” EAST AND SAID NONTANGENTIAL CURVE BEING THE SOUTHERLY RIGHT
OF WAY LINE OF STATE THRU HIGHWAY NO. 37; THENCE CONTINUING ALONG SAID
SOUTHERLY RIGHT OF WAY LINE NORTH 62° 0l’ 55” EAST 449.35 FEET TO THE POINT OF
BEGINNING OF THE PARCEL TO BE DESCRIBED; THENCE CONTINUING ALONG SAID SOUTHERLY
RIGHT OF WAY NORTH 62° 01’ 55” EAST 578.04 FEET; THENCE ON A BEARING OF SOUTH,
898.41 FEET TO THE NORTHERLY RIGHT OF WAY OF HAMILTON AVENUE; THENCE SOUTH 88°
52’ 45” WEST 510.46 FEET ALONG SAID NORTHERLY RIGHT OF WAY;


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THENCE ON A BEARING OF NORTH, 637.59 FEET TO THE POINT OF BEGINNING. SAID
PARCEL CONTAINS NINE ACRES:


Wilson Tower


Lot One (1) of Certified Survey Map, Volume 7 of CSM, Pages 79-80, being a part
of the SW 1/4 of the SW 1/4, Section 20, Township 27 North, Range 5 West, Town
of Wilson, Eau Claire County, WI.


A parcel of land located in the SW 1/4 of the SW 1/4, Section 20, Township 27
North, Range 5 West, Town of Wilson, Eau Claire County, WI being further
described as follows:


Commencing at the Southwest corner of said Section 20; thence S89°03’15“E along
the south line thereof 897.03 feet to the point of beginning; thence continuing
S89°03’15“E along said line 54.00 feet to the Southwest corner of Lot 1, Eau
Claire County Certified Survey Map, recorded in Volume 7, Pages 79-80; thence
N00°18’35“E along the west line of said Lot 1, 380.30 feet; to the Northwest
corner of said Lot 1; thence S89°03’15“E along the North line of said Lot 1,
332.00 feet; to the west line of CTH “G” and the Northeast corner of said Lot
1; thence N00°18’35“E along said west line of CTH “G”, 54.00 feet; thence
N89°03’15“W 386.00 feet; thence S00°18’35“W 434.30 feet to the point of
beginning.


The following described property situated, lying and being in the County of
Gogebic, State of Michigan, to-wit:


Marenisco Boarder Station


All that part of the Northwest quarter of the Northwest quarter (NW1/4 of the
NW 1/4) Section 9, T 46 N, R 43 W, Marenisco Township, Gogebic County,
Michigan, described as:


Commencing at the Section corner common to Sections 4, 5, 8 and 9, T 46 N, R 43
W; thence S 00° -22’ -00” W along the section line common to Sections 8 and 9,
a distance of 587.98 feet; thence S 89° -38’ -00” E a distance of 805.06 feet
to a point on the Westerly right-of-way of County Road #523, being the POINT OF
BEGINNING of this legal description.


Thence N78° -52’ -06” W a distance of 108.08 feet; thence N 11 ° -07’ -54” E, a
distance of 88.07 feet; thence S 78° -52’ -06” E, a distance of 61.60 feet to a
point on the Westerly right of way of County Road # 523, thence S 16° -41’ -26”
E along Westerly right-of-way of County Road #523, a distance of 99.58 feet to
the POINT OF BEGINNING.


Parcel contains 0.17 acres more or less and is subject to any and all
reservations, restrictions, easements, right-of-ways and any prior grants of
record or fact.


But Grantor reserves a 10 foot wide easement on the southerly boundary of the
above-described property, which easement is for any phone, electrical, or other
future or present utility facilities installed, maintained, or replaced for the
benefit of Grantor and Grantor’s remaining adjoining property, acquired by deed
dated August 7, 1968, and recorded in Liber 166, page 108, at the Register’s
Office, Gogebic County, Michigan, less the property being conveyed herein.
Grantor releases any rights on the above described property only, granted to it
under instruments dated January 4, 1968 and recorded February 15, 1968 in Liber
163 Deeds, page 332 and dated April 18, 1991 and recorded April 18, 1991 in
Liber 267, Gogebic County Records, page 527.


The following described property situated, lying and being in the County of
Iron, State of Wisconsin, to-wit:


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Turntable Creek Tower


Lot 1, Certified Survey Map No. 347, as recorded in Volume 3 of Certified
Survey Maps, Pages 34 and 35, being a part of the Southeast 1/4 of the
Northwest 1/4, Section 22, Township 44 North, Range 2 East.


Mercer Substation


A parcel of land located in the NE 1/4 of the SW 1/4 of Section 31, T43N-R4E,
being Lot 1 of Certified Survey Map No. 387 recorded in Volume 3 of CSM, Page
192 , as Document No. 122240


The following described property situated, lying and being in the County of
Jackson, State of Wisconsin, to-wit:


Curran Tower


That part of the East One-half of the Northwest Quarter, Section Thirteen,
Township Twenty-two North, Range Six West, lying Westerly of the centerline of
West Adams Road as now located and travelled.


The following described property situated, lying and being in the County of
Marathon, State of Wisconsin, to-wit:


Abbotsford Tower


Lot One (1) of Certified Survey Map No. 9469, recorded in Volume 38, Page 92,
being a part of the N 1/2 of the SW 1/4, Section 31, Township 29 North, Range 2
East, City of Abbotsford, Marathon County, WI.


The following described property situated, lying and being in the County of
Monroe, State of Wisconsin, to-wit:


Portland Tower


A parcel of land located in the SW1/4 of the SE1/4 of Section 6, T15N-R4W, Town
of Portland, Monroe County, Wisconsin.


More particularly described as Lot i and OutLot 1 of Certified Survey Map,
Document No. 455569, Volume 11, Page 90, containing 4.38 acres, recorded in
Monroe County, Wisconsin.


The following described property situated, lying and being in the County of
Polk, State of Wisconsin, to-wit:


Osceola Substation


Part of the SE1/4 of the NE1/4, Section 26, Township 33 North, Range 19 West,
Polk County, Wisconsin, that part described as follows:


Commencing at a point 33 feet North of and 33 feet West of the Southeast corner
of said forty; thence North a distance of 245 feet; thence West a distance of
208 feet; thence South a distance of 245 feet; thence East a distance of 208
feet to the point of beginning.


Apple River Substation


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Commencing at the Southeast corner of the NE1/4-SE1/4 of Section 2, T33N, R16W,
Town of Lincoln, Polk County, Wisconsin; thence West along the South line of
said NE1/4-SE1/4 and the South line of that parcel of land as described in the
certain Warranty Deed dated January 21, 1976 and recorded February 10, 1976 as
Document Number 367788 in Book 381 on Page 687 in the office of the Register of
Deeds, Polk County, Wisconsin, 889 feet to the Southwest corner thereof; thence
North along the West line of said parcel of land 412 feet to the point of
beginning; thence East parallel with the South line of said parcel of land 220
feet; thence North parallel with the West line of said parcel of land 230 feet;
thence in a Northeasterly direction to a point on the North line of said parcel
of land, which point is 310 feet East of the Northwest corner thereof; thence
West along the North line of said parcel of land 310 feet to the Northwest
corner thereof; thence South along the West line of said parcel of land 271
feet, more or less, to the point of beginning, containing 1.41 acres, more or
less.


Together with an easement for guys and anchors to support a microwave radio
tower on the following described parcel of land, to wit: Commencing at the
Southeast corner of the NE1/4-SE1/4 of Section 2, T33N, R16W, Town of Lincoln,
Polk County, Wisconsin; thence West 889 feet; thence North 683 feet to the
point of beginning; thence North 75 feet; thence East 400 feet; thence South 75
feet; thence West 400 feet to the point of beginning, containing 0.69 acre,
more or less, all as specifically described in that certain easement agreement
dated June 23, 1982 and recorded July 6, 1982 as Document Number 413098 in Book
447 on Page 627 in the office of the Register of Deeds, Polk County, Wisconsin.


Together with a perpetual, nonexclusive easement for access on, over and across
an existing service roadway which extends across the property of the Grantor to
the hereinabove described parcel of land and which easement is more
specifically described as ten (10) feet on each side of the following described
centerline, to wit:


Commencing at the Southeast corner of the NE1/4-SE1/4 of Section 2, T33N, R16W,
Town of Lincoln, Polk County, Wisconsin; thence West along the South line of
said NE1/4-SE1/4 and the South line of that parcel of land as described in the
certain Warranty Deed dated January 21, 1976 and recorded February 10, 1976 as
Document Number 367787. in Book 381 on Page 687 in the office of the Register
of Deeds, Polk County, Wisconsin, 879 feet to the point of beginning of this
centerline description; thence N00°00’00“E (assumed) parallel with and 10 feet
equidistant Easterly from the West line of said parcel of land 208.37 feet to
the beginning of an 94.79 foot radius curve, concave to the Southeast; thence
137.23 feet along the arc of said curve, the chord of which bears N41°28’32“E
125.14 feet to the beginning of a 103.19 foot radius curve, concave to the
Northwest; thence 163.1 feet along the arc of said curve, the chord of which
bears N41°28’32“E 146.64 feet to the South line of the parcel of land
hereinabove described.


Reserving unto Dairyland Power Cooperative, its successors, licensees, lessees,
tenants, subsidiaries or assigns, the perpetual right and easement to
construct, reconstruct, operate, replace, renew, maintain and remove an
underground communication cables) in, upon, over, across and beneath the
hereinafter described strip of land, including, without limitation by
specification, splice boxes, conduits and other appliances and accessories as
Dairyland Power Cooperative deems necessary for the purpose of exercising the
rights and easement reserved hereunder. Dairyland Power Cooperative also
reserves: (1) the right and authority to apportion the rights reserved herein
to third parties, subject to termination at such time as DPC abandons its use
of the underground communication cable, as provided below; (2) the right to cut
down or trim all trees, bushes, or apply chemicals for the purposes of
controlling brush, now or hereafter, growing upon the right of way which may
endanger the facilities authorized by this easement reservation or impede
access to said strip of land, all with no future additional payment; (3) the
right of reasonable access, ingress and egress over the lands described
hereinabove to and from said strip of land along a route which will cause the
least possible interference with existing land use. No structures will be


A-8






 


erected, no inflammable material will be placed or accumulated, and no trees
will be planted on or within said strip of land.


Said strip of land is ten (10) feet in width and specifically described as five
(5) feet on each side of the following described centerline: Commencing at the
Southeast corner of the parcel of land hereinabove-described; thence
N00o00’00“E (assumed) along the East line of said parcel of land 144 feet to
the point of beginning of this centerline description; thence N12°00’00“W 95
feet, more or less, to the existing equipment building; and there terminating.


This easement reserved herein will terminate at such time as Dairyland Power
Cooperative abandons its use of the underground communication cable, and
further, Dairyland Power Cooperative agrees to execute any and all instruments
at that time which Northern States Power Company may reasonably request to
verify the abandonment and termination of said easement.


The following described property situated, lying and being in the County of
Price, State of Wisconsin, to-wit:


Phillips Office


Lot Three (3) of Certified Survey Map No. 860 as recorded in Volume 4 of
Certified Survey Maps on Page 287 located in Government Lot Eighteen (18),
Section Six (6), Township Thirty-seven (37) North, Range One (1) East; AND Lot
Six (6) of Certified Survey Map No. 865 as recorded in Volume 4 of Certified
Survey Maps on Page 297 located in, Government Lot Eighteen (18), Section Six
(6), Township Thirty-seven (37) North, Range One (1) East. See Resolution #978
attached. Subject to easements, exceptions, restrictions and reservations of
record, if any. Subject to Price County Sanitary Code and Subdivision Control
Ordinances. Subject to Flood Plain Zoning Control Ordinances.


The following described property situated, lying and being in the County of
Rusk, State of Wisconsin, to-wit:


Trails End Substation Expansion


Lots 1, 2 and 3 of the North River Bend Acres Subdivision, being a part of the
Northeast Quarter (NE1/4) of Section 32, T35N-R7W, Rusk County, WI.


Doughty Road Substation


Lot One (1), Certified Survey Map No. 576, recorded as Volume 4 of Certified
Survey Maps, Page 88, being a part of the Northwest Quarter of the Northeast
Quarter (NW 1/4-NE 1/4) of Section 10, Township 34 North, Range 6 West, Rusk
County, Wisconsin.


The following described property situated, lying and being in the County of St.
Croix County, State of Wisconsin, to-wit:


Somerset Substation


Lot 1 of Certified Survey Map 4167 filed September 7, 2001, in Volume 15, page
4167, Document No. 656128, located in part of the Southwest Quarter of the
Northeast Quarter (SW-1/4 of NE-1/4) of Section 36, Township 31 North, Range 19
West, Village of Somerset, St. Croix County, Wisconsin, subject to a ten foot
utility easement along the westerly side of the parcel and a twenty foot
easement for ingress and egress on the south side of the parcel as shown on the
Certified Survey Map.


A-9






 


The following described property situated, lying and being in the County of
Sawyer County, State of Wisconsin, to-wit:


Meteor Tower


A parcel of land located in the Southeast Quarter of the Southeast Quarter
(SE1/4-SE1/4) , Section 17,


Township 37 North, Range 8 West, Town of Meteor, Sawyer County, WI, described
as follows: Beginning at the Southeast corner of said Section 17, thence
N00°00’00“E along the East line of said Section 419.64 feet; thence S86°49’42“W
547.16 feet; thence S00°46’50“W 420.00 feet to the South line of said Section
17; thence N86°49’42“E along said line 552.89 feet to the point of beginning.
Containing 230,460 square feet, 5.3 acres, more or less.


Hayward Tower


The West Fifty (50) feet of the West One-Third of the East Three-Quarters of
the Southwest Quarter of the Southwest Quarter (SW 1/4-SW 1/4), Section Twenty
Nine (29), Township Forty-One (41) North, Range Eight (8) West, lying East of
Certified Survey Map recorded in Volume Eighteen (18), on Page 289, Survey No.
5528.


The West One Quarter (W 1/4) of the Southwest Quarter of the Southwest Quarter
(SW 1/4-SW 1/4), Section Twenty Nine (29), Township Forty-One (41) North, Range
Eight (8) West, EXCEPT that part taken for road purposes.


That part of the Northwest Quarter of the Northwest Quarter (NW 1/4-NW 1/4),
Section Thirty-Two (32), Township Forty-One (41) North, Range Eight (8) West,
Town of Hayward, lying north of the highway right-of-way of County Highway B.


Farmer’s Inn Substation Expansion


Fee title in and to the following tract of land in Section Twenty-two (22),
Township Forty-one (41) North, Range Nine (9) West, City of Hayward, Sawyer
County, Wisconsin, more particularly described as follows:


Lot one (1) Certified Survey Map, as recorded in Volume Twenty (20) of
Certified Surveys on Pages 162-163, Certified Survey No. 5826, Sawyer County
Register of Deeds.


Said parcel contains 13,875 square feet, which is 0.32 acres.


The following described property situated, lying and being in the County of
Taylor County, State of Wisconsin, to-wit:


Medford Substation


Lot One (1) of Certified Survey Map No. 989, recorded in Volume 4-S, Page
233-234, Document No. 265618, being a part of the NE 114 of the NE 114, and the
SE 1l4 of the NE 1/4, Section 18, Township 31 North, Range 1 East, Town of
Medford, Taylor County, WI.


A parcel of land located in the NE 1/4 of the NE 1/4, and the SE 1/4 of the NE
1/4, Section 18, Township 31 North, Range 1 East, Town of Medford, Taylor
County, WI being further described as follows:


A-10






 


Commencing at the East 1/4 corner of said Section 18; thence N00°49’31“E along
the East line of said Northeast 1/4, 1097.65 feet to the Southeast corner of
Lot 1, Taylor County Certified Survey Map Number 989; thence N89°10’29“W along
the South line of said Lot 1, 479.00 feet to the Southwest corner of said Lot 1
and the point of beginning; thence continuing N89°10’29“W 128.00 feet; thence
N00°49’31 “E 391.00 feet; thence S89°10’29“E 128.00 feet to the Northwest
corner of said Lot 1; thence S00°49’31“W along the West line of said Lot 1,
391.00 feet to the point of beginning.


The following described property situated, lying and being in the County of
Trempealeau County, State of Wisconsin, to-wit:


Bugle Lake Substation


Certified Survey Map, Volume 4, Page 261, Document No No. 33370 1ocated in part
of the SE 1/4 of the NE 1/4, Section 36, Township 22 North, Range 9 West, Town
of Lincoln, Trempealeau County, Wisconsin.


Sumner Substation


Lot 1, Certified Survey recorded in Volume 4 of Certified Survey, Page 118,
Document No. 326835, being a part of the NE1/4 NE1/4, Section 15, T24N-R7W,
Trempealeau County, Wisconsin.


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MORTGAGOR’S RECEIPT FOR COPY


The undersigned, Northern States Power Company, a Wisconsin corporation,
the Mortgagor described in the foregoing instrument, hereby acknowledges that
it has this day received from U.S. Bank National Association, the Mortgage
described therein, a full, true, complete, and correct copy of said instrument
with signatures, witnesses and acknowledgments thereon shown. Dated this 25th
day of September, 2003.



	 	 	 
	 	 	
NORTHERN STATES POWER COMPANY
	 
	 	 	
/s/ Benjamin GS Fowke III



By: Benjamin GS Fowke III

Title: Vice President and Treasurer
	 
	(CORPORATE SEAL)	 	 
	 
	Attest:	 	 
	 
	/s/ Anne M. Ziebell



By: Anne M. Ziebell

Title: Assistant Secretary	 	 



     This instrument was drafted by Northern States Power Company, 1414 West
Hamilton Avenue, Eau Claire, Wisconsin 54701.


 






 



EXHIBIT A



[Form of Transferor Certificate]


CERTIFICATE TO NORTHERN STATES POWER COMPANY

AND TRUSTEE FIRST MORTGAGE BONDS, SERIES A DUE OCTOBER 1, 2018


     This is to certify that as of the date hereof with respect to U.S. $     
principal amount of the above-captioned securities presented or surrendered on
the date hereof (the “Surrendered Bonds”) for registration of transfer or for
exchange where the securities issuable upon such exchange are to be registered
in a name other than that of the undersigned holder (each such transaction
being a “transfer”), the undersigned holder of the Surrendered Bonds represents
and certifies for the benefit of Northern States Power Company and U.S. Bank
National Association, as Trustee, that the transfer of Surrendered Bonds
associated with such transfer complies with the restrictive legend set forth on
the face of the Surrendered Bonds for the reason checked below:



	 	[  ]	 	The Surrendered Bonds are being
transferred to a person whom we
reasonably believe is a “qualified
institutional buyer” (as defined in Rule
144A under the Securities Act of 1933) (a
“QIB”) that purchases for its own account
or for the account of a QIB to whom
notice is given that the resale, pledge
or transfer is being made in reliance on
Rule 144A under the Securities Act; or
	 
	 	[  ]	 	The transfer of the Surrendered Bonds
complies with Rule 144 under the
Securities Act; or
	 
	 	[  ]	 	The transfer of the Surrendered Bonds
complies with another applicable
exemption from the registration
requirements of the Securities Act.1



[Name of holder]


Dated: ____________,  _______

[To be dated the date of presentation or surrender]







	 	 	1 These transfers may require an opinion of counsel.


 






 







EXHIBIT B



[Form of Regulation S Transfer Certificate]


[date]

Northern States Power Company

1414 West Hamilton Avenue

Eau Claire, Wisconsin 54701

Attention: Investor Relations


U.S. Bank National Association, Trustee

60 Livingston Avenue

St. Paul, Minnesota 55107

Attention: Corporate Trust Services


Dear Ladies and Gentlemen:


     In connection with our proposed purchase of $ aggregate principal amount
of 5.25% First Mortgage Bonds, Series A due October 1, 2018 (the “Bonds”) of
Northern States Power Company, a Minnesota corporation (the “Company”), we
confirm that:



	 	(a)	 	the offer of the Bonds was not made to a person in the United
States;
	 
	 	(b)	 	either (i) at the time the buy order was
originated, the transferee was outside the United States or we
and any person acting on our behalf reasonably believed that
the transferee was outside the United States or (ii) the
transaction was executed in, on or through the facilities of a
designated off-shore securities market and neither we nor any
person acting on our behalf knows that the transaction has
been pre-arranged with a buyer in the United States;
	 
	 	(c)	 	no directed selling efforts have been made in the
United States in contravention of the requirements of Rule
903(b) or Rule 904(b) of Regulation S of the Securities Act of
1933, as amended (“Regulation S”), as applicable; and
	 
	 	(d)	 	the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act
of 1933, as amended.



     In addition, if the sale is made during a Distribution Compliance Period
and the provisions of Rule 903(a)(3) or Rule 904(c)(1) of Regulation S are
applicable thereto, we confirm that such sale has been made in accordance with
the applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may
be.


 






 


     The Company and the Trustee are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate
have the meanings set forth in Regulation S.


Very truly yours,


(Name of Transferor)


By: ___________________________________