Exhibit
4.01


 


SUPPLEMENTAL TRUST INDENTURE


 


FROM


 


NORTHERN STATES POWER COMPANY

(A MINNESOTA CORPORATION)


 


TO


 


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


 


DATED
NOVEMBER 1, 2009


 


SUPPLEMENTAL
TO TRUST INDENTURE

DATED FEBRUARY 1, 1937


 


AND


 


SUPPLEMENTAL
AND RESTATED 

TRUST INDENTURE

DATED MAY 1, 1988


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  PARTIES

  	
   

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  RECITALS

  	
   

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  I

  	
  SPECIFIC SUBJECTION OF
  ADDITIONAL PROPERTY TO THE LIEN OF THE INDENTURE

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01

  	
   

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  FORM AND EXECUTION
  OF SERIES DUE November 1, 2039

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01

  	
   

  	
   

  	
  11

  
	
  Section 2.02

  	
   

  	
   

  	
  13

  
	
  Section 2.03

  	
   

  	
   

  	
  14

  
	
  Section 2.04

  	
   

  	
   

  	
  15

  
	
  Section 2.05

  	
   

  	
   

  	
  15

  
	
  Section 2.06

  	
   

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  APPOINTMENT OF AUTHENTICATING AGENT

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01

  	
   

  	
   

  	
  18

  
	
  Section 3.02

  	
   

  	
   

  	
  18

  
	
  Section 3.03

  	
   

  	
   

  	
  19

  
	
  Section 3.04

  	
   

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  FINANCING STATEMENT TO
  COMPLY WITH THE UNIFORM COMMERCIAL CODE

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01

  	
   

  	
   

  	
  20

  
	
  Section 4.02

  	
   

  	
   

  	
  20

  
	
  Section 4.03

  	
   

  	
   

  	
  20

  
	
  Section 4.04

  	
   

  	
   

  	
  21

  
	
  Section 4.05

  	
   

  	
   

  	
  21

  
	
  Section 4.06

  	
   

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  MISCELLANEOUS

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.01

  	
   

  	
   

  	
  23

  
	
  Section 5.02

  	
   

  	
   

  	
  23

  
	
  Section 5.03

  	
   

  	
   

  	
  23

  
	
  Section 5.04

  	
   

  	
   

  	
  23

  
	
  Section 5.05

  	
   

  	
   

  	
  23

  
	
  Section 5.06

  	
   

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE A – PROPERTIES

  	
   

  	
   

  
	
  SCHEDULE B – CORRECTIVE
  DESCRIPTIONS

  	
   

  	
   

  



 


i

















 


Supplemental Trust Indenture,  made effective as of the 1st day of November, 2009, by and
between NORTHERN STATES POWER COMPANY (formerly Northern Power Corporation), a
corporation duly organized and existing under and by virtue of the laws of the
State of Minnesota, having its principal office in the City of Minneapolis,
Minnesota (the “Company”), party of the first part, and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., a national banking association organized and
existing under and by virtue of the laws of the United States, having its
principal office in the City of Chicago, Illinois (as successor trustee to
Harris Trust and Savings Bank and BNY Midwest Trust Company), as trustee (the “Trustee”),
party of the second part;


 


WITNESSETH:


 


WHEREAS, a predecessor in
interest to the Company, Xcel Energy Inc. (formerly Northern States Power
Company), a corporation duly organized and existing under and by virtue of the
laws of the State of Minnesota (the “Predecessor Company”) has heretofore executed
and delivered to the Trustee its Trust Indenture (the “1937 Indenture”), made
as of February 1, 1937, whereby the Predecessor 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 Predecessor Company (except as
therein excepted from the lien thereof) and subject to the rights reserved by
the Predecessor Company in and by the provisions of the 1937 Indenture, to be
held by said Trustee in trust in accordance with the provisions of the 1937
Indenture for the equal pro rata benefit and security of all and each of the
bonds issued and to be issued thereunder in accordance with the provisions
thereof; and


 


WHEREAS, the Predecessor
Company heretofore has executed and delivered to the Trustee a Supplemental
Trust Indenture, made as of June 1, 1942, whereby the Predecessor Company
conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed to
the Trustee, and its respective successors in said trust, additional property
acquired by it subsequent to the date of the 1937 Indenture; and


 


WHEREAS, the Predecessor
Company heretofore has executed and delivered to the Trustee the following
additional 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
1937 Indenture certain additional covenants, conditions and agreements to be
observed by the Predecessor Company, created the following series of First
Mortgage Bonds:


 

















 


	
  Date of
  Supplemental

  Trust
  Indenture

  	
   

  	
  

  Designation of Series

  
	
   

  	
   

  	
   

  
	
  February 1, 1944

  	
   

  	
  Series due February 1, 1974 (retired)

  
	
  October 1, 1945

  	
   

  	
  Series due October 1, 1975 (retired)

  
	
  July 1, 1948

  	
   

  	
  Series due July 1, 1978 (retired)

  
	
  August 1, 1949

  	
   

  	
  Series due August 1, 1979 (retired)

  
	
  June 1, 1952

  	
   

  	
  Series due June 1, 1982 (retired)

  
	
  October 1, 1954

  	
   

  	
  Series due October 1, 1984 (retired)

  
	
  September 1, 1956

  	
   

  	
  Series due 1986 (retired)

  
	
  August 1, 1957

  	
   

  	
  Series due August 1, 1987 (redeemed)

  
	
  July 1, 1958

  	
   

  	
  Series due July 1, 1988 (retired)

  
	
  December 1, 1960

  	
   

  	
  Series due December 1, 1990 (retired)

  
	
  August 1, 1961

  	
   

  	
  Series due August 1, 1991 (retired)

  
	
  June 1, 1962

  	
   

  	
  Series due June 1, 1992 (retired)

  
	
  September 1, 1963

  	
   

  	
  Series due September 1, 1993 (retired)

  
	
  August 1, 1966

  	
   

  	
  Series due August 1, 1996 (redeemed)

  
	
  June 1, 1967

  	
   

  	
  Series due June 1, 1995 (redeemed)

  
	
  October 1, 1967

  	
   

  	
  Series due October 1, 1997 (redeemed)

  
	
  May 1, 1968

  	
   

  	
  Series due May 1, 1998 (redeemed)

  
	
  October 1, 1969

  	
   

  	
  Series due October 1, 1999 (redeemed)

  
	
  February 1, 1971

  	
   

  	
  Series due March 1, 2001 (redeemed)

  
	
  May 1, 1971

  	
   

  	
  Series due June 1, 2001 (redeemed)

  
	
  February 1, 1972

  	
   

  	
  Series due March 1, 2002 (redeemed)

  
	
  January 1, 1973

  	
   

  	
  Series due February 1, 2003 (redeemed)

  
	
  January 1, 1974

  	
   

  	
  Series due January 1, 2004 (redeemed)

  
	
  September 1, 1974

  	
   

  	
  Pollution Control Series A (redeemed)

  
	
  April 1, 1975

  	
   

  	
  Pollution Control Series B (redeemed)

  
	
  May 1, 1975

  	
   

  	
  Series due May 1, 2005 (redeemed)

  
	
  March 1, 1976

  	
   

  	
  Pollution Control Series C (retired)

  
	
  June 1, 1981

  	
   

  	
  Pollution Control Series D, E and F
  (redeemed)

  
	
  December 1, 1981

  	
   

  	
  Series due December 1, 2011 (redeemed)

  
	
  May 1, 1983

  	
   

  	
  Series due May 1, 2013 (redeemed)

  
	
  December 1, 1983

  	
   

  	
  Pollution Control Series G (redeemed)

  
	
  September 1, 1984

  	
   

  	
  Pollution Control Series H (redeemed)

  
	
  December 1, 1984

  	
   

  	
  Resource Recovery Series I (redeemed)

  
	
  May 1, 1985

  	
   

  	
  Series due June 1, 2015 (redeemed)

  
	
  September 1, 1985

  	
   

  	
  Pollution Control Series J, K and L
  (redeemed)

  
	
  July 1, 1989

  	
   

  	
  Series due July 1, 2019 (redeemed)

  
	
  June 1, 1990

  	
   

  	
  Series due June 1, 2020 (redeemed)

  
	
  October 1, 1992

  	
   

  	
  Series due October 1, 1997 (retired)

  
	
  April 1, 1993

  	
   

  	
  Series due April 1, 2003 (retired)

  
	
  December 1, 1993

  	
   

  	
  Series due December 1, 2000 (retired),
  and December 1, 2005 (retired)

  
	
  February 1, 1994

  	
   

  	
  Series due February 1, 1999 (retired)

  



 


2

















 


	
  Date of
  Supplemental

  Trust
  Indenture

  	
   

  	
  

  Designation of Series

  
	
   

  	
   

  	
   

  
	
  October 1, 1994

  	
   

  	
  Series due October 1, 2001 (retired)

  
	
  June 1, 1995

  	
   

  	
  Series due July 1, 2025

  
	
  April 1, 1997

  	
   

  	
  Pollution Control Series M (redeemed), N, O
  and P

  
	
  March 1, 1998

  	
   

  	
  Series due March 1, 2003 (retired),
  and March 1, 2028

  
	
  May 1, 1999

  	
   

  	
  Resource Recovery Series Q (retired)

  
	
  June 1, 2000

  	
   

  	
  Resource Recovery Series R (retired); and

  



 


WHEREAS, on August 18, 2000, New Centuries
Energies, Inc. was merged with and into the Predecessor Company and the
Predecessor Company changed its corporate name from Northern States Power
Company to Xcel Energy Inc.; and


 


WHEREAS, pursuant to an Assignment and
Assumption Agreement dated as of August 18, 2000 between the Predecessor
Company and the Company, substantially all the assets of the Predecessor
Company (other than the stock of the Predecessor Company’s subsidiaries) were
conveyed to, and substantially all the liabilities of the Predecessor Company,
including liabilities created under the Indenture (as hereinafter defined),
were assumed by, the Company (the “Assignment”); and


 


WHEREAS, pursuant to the Supplemental Trust
Indenture dated as of August 1, 2000 among the Predecessor Company, the
Company and Harris Trust and Savings Bank, as trustee, the requirements and
conditions precedent set forth in the Original Indenture and the Restated
Indenture (each as hereinafter defined) with respect to the Assignment were
satisfied; and


 


WHEREAS,
the Company heretofore has executed and delivered to the Trustee the following
additional 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 (or, as the case may be, the Predecessor Company) subsequent to
the preparation of the next preceding Supplemental Trust Indenture and adding
to the covenants, conditions and agreements of the 1937 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

  
	
   

  	
   

  	
   

  
	
  June 1,
  2002

  	
   

  	
  Series due
  August 15, 2003 (retired)

  
	
  July 1, 2002

  	
   

  	
  Pollution
  Control Series S

  
	
  August 1, 2002

  	
   

  	
  Series A
  and Series B due August 28, 2012

  
	
  May 1, 2003

  	
   

  	
  Series due
  2004, extendible through 2006 (retired)

  
	
  August 1, 2003

  	
   

  	
  Series due
  August 1, 2006 (retired) and Series due August 1, 2010

  
	
  July 1, 2005

  	
   

  	
  Series due
  July 15, 2035

  
	
  May 1,
  2006

  	
   

  	
  Series due
  June 1, 2036

  
	
  June 1,
  2007

  	
   

  	
  Series due
  July 1, 2037

  
	
  March 1,
  2008

  	
   

  	
  Series due
  March 1, 2018

  



 


3

















 


WHEREAS, the 1937 Indenture
and all of the foregoing Supplemental Trust Indentures are referred to herein
collectively as the “Original Indenture”; and


 


WHEREAS, the Predecessor Company
heretofore has executed and delivered to the Trustee a Supplemental and
Restated Trust Indenture, dated May 1, 1988 (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 (except for those Supplemental Trust Indentures executed
after May 1, 1988); and


 


WHEREAS, the Restated
Indenture became effective and operative on July 20, 2005; and


 


WHEREAS, the Original
Indenture, the Restated Indenture and all trust indentures supplemental thereto
are referred to herein collectively as the “Indenture”; and


 


WHEREAS, pursuant to the Agreement of
Resignation, Appointment and Acceptance dated as of May 1, 2002 among the
Company, BNY Midwest Trust Company, as successor trustee, and Harris Trust and
Savings Bank, BNY Midwest Trust Company accepted the rights, powers, duties and
obligations of the trustee under the Indenture effective as of May 9,
2002; and


 


WHEREAS, pursuant to the Transfer and Assumption
Agreement dated as of January 1, 2007 between BNY Midwest Trust Company
and The Bank of New York Trust Company, N.A., The Bank of New York Trust
Company accepted the rights, titles and interests of the trustee under the
Indenture effective as of January 1, 2007; and


 


WHEREAS, the Indenture
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 is
desirous of providing for the creation of a new series of First Mortgage Bonds,
said new series of bonds to be designated “First Mortgage Bonds, Series due
November 1, 2039,”  the bonds of
such series to be issued as registered bonds without coupons in denominations
of a multiple of $1,000, and the bonds of such series to be substantially in
the form and of the tenor following with the redemption prices inserted therein
in conformity with the provisions of Section 2.02 hereof, to-wit:


 


(Form of Bonds of Series due November 1,
2039)

NORTHERN STATES POWER COMPANY

(Incorporated under the laws of the State of Minnesota)

First Mortgage Bond

Series due November 1, 2039

CUSIP No. 665772 CE7


 


	
  No.                               

  	
  $                                

  



 


4

















 


[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation, to the
Company or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other
name as is 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.]*


 


NORTHERN STATES POWER
COMPANY, a corporation organized and existing under the laws of the State of
Minnesota (the “Company”), for value received, hereby promises to pay to [                          ]
or its registered assigns, at the office of the Trustee, in the City of
Chicago, Illinois, or, at the option of the registered owner, at the agency of
the Company in the Borough of Manhattan, City and State of New York, an amount
equal to [                                            ]
Dollars in lawful money of the United States of America, on the 1st day of November,
2039 and to pay interest hereon from the date hereof at the rate of 5.35
percent per annum, in like money, until the Company’s obligation with respect
to the payment of such principal sum shall be discharged; said interest being
payable at the option of the person entitled to such interest either at the
office of the Trustee, in Chicago, Illinois, or at the agency of the Company in
the Borough of Manhattan, City and State of New York, on the 1st day of May and
on the 1st  day of November in each
year, commencing May 1, 2010 provided 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 May 1 or November 1 will be
paid to the person in whose name this bond was registered at the close of
business on the record date (the April 15 prior to such May 1  or the  October 15
prior to such November 1 (whether or not a business day)).  If any interest payment date or date on which the
principal of this bond is required to be paid is not a business day, then
payment of principal, premium or interest need not be made on such date but may
be made on the next succeeding business day with the same force and effect as
if made on such interest payment date or date on which the principal of this
bond is required to be paid and, in the case of timely payment thereof, no
interest shall accrue for the period from and after such interest payment date
or the date on which the principal of this bond is required to be paid.  The term “business day” shall mean any day
other than a Saturday or Sunday or a day on which the offices of the Trustee in
the City of Chicago, Illinois, are closed pursuant to authorization of law.


 


[EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, THESE GLOBAL BONDS MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE REGISTERED DEPOSITORY OR BY A NOMINEE OF THE REGISTERED DEPOSITORY TO THE
REGISTERED DEPOSITORY, ANOTHER NOMINEE OF THE REGISTERED DEPOSITORY, A
SUCCESSOR OF THE REGISTERED DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.]*


 






*
This legend to be included if the bonds are issued as a global bond in
book-entry form.


 


5

















 


This bond is one of a duly
authorized issue of bonds of the Company, 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 February 1, 1937 (the “1937 Indenture”), as supplemented by 59
supplemental trust indentures (collectively, the “Supplemental Indentures”), a
Supplemental and Restated Trust Indenture dated May 1, 1988 (the “Restated
Indenture”) and a new supplemental trust indenture for the bonds of this series
(the “Supplemental Trust Indenture”), executed by the Company to THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A. (as successor trustee to Harris Trust and
Savings Bank and BNY Midwest Trust Company), as trustee (the “Trustee”).  The 1937 Indenture, as supplemented by the
Supplemental Indentures, the Restated Indenture and the Supplemental Trust
Indenture, is referred to herein as the “Indenture.”  The Restated Indenture amends and restates
the 1937 Indenture and certain of the Supplemental Indentures and became
effective and operative on July 20, 2005.  Reference hereby is made to the Indenture for
a description of the property mortgaged and pledged, the nature and extent of
the security, the rights of the 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 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 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 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 challenged and
disqualified from voting by reason of the Company’s interest therein as
provided in the Indenture); provided that without the consent of all 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 thereon 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 and for all other
purposes and shall not be affected by any notice to the contrary.


 


The
bonds of this series 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 Restated Indenture at a redemption price equal to the greater of (a) 100%
of the principal amount of the bonds of this series 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 that are being redeemed (excluding the
portion of any such interest accrued to the date fixed for redemption),
discounted to the date fixed for redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Yield plus 15
basis points, plus, in each case, accrued and unpaid interest to the date fixed
for redemption.


 


6

















 


“Treasury
Yield” means, with respect to any date fixed for redemption, (i) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated “H.15(519)” or any successor publication which is published weekly
by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the remaining term, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Yield will be interpolated or extrapolated from
such yields on a straight line basis, rounding to the nearest month); or (ii) if
such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such date fixed for redemption.  The Treasury Yield will be calculated on the
third business day preceding the date fixed for redemption.


 


“Comparable
Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term of the
bonds of this series being redeemed 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 being redeemed.


 


“Comparable
Treasury Price” means (i) the average of the Reference Treasury Dealer
Quotations for such date fixed for redemption, after excluding the highest and
lowest of such Reference Treasury Dealer Quotations for such date fixed for
redemption, or (ii) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.


 


“Independent
Investment Banker” means each of Barclays Capital Inc., KeyBanc Capital Markets
Inc. and RBS Securities Inc. or their respective successors or, if such firms
or their respective successors are unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the Company.


 


“Reference
Treasury Dealer” means (i) each of Barclays Capital Inc. or RBS Securities
Inc. and any other primary U.S. Government securities dealer in the United
States (a “Primary Treasury Dealer”), designated by, and not affiliated with,
Barclays Capital Inc. or RBS Securities Inc. and their respective successors,
provided, however, that if Barclays Capital Inc. or RBS Securities Inc. or any
of their respective designees ceases 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 after consultation with
an Independent Investment Banker.


 


“Reference
Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any
date fixed for redemption, the average, as determined by an Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a 


 


7

















 


percentage of its principal amount) quoted in writing to an Independent
Investment Banker by such Reference Treasury Dealer at 5:00 p.m., Eastern
time, on the third business day preceding such date fixed for redemption.


 


Bonds
of this series are not subject to a sinking fund.


 


This bond is transferable as
prescribed in the Indenture by the registered owner hereof in person, or by his
duly authorized attorney, at the office of the Trustee in the City of Chicago,
Illinois, or at the option of the owner at the agency of the Company in the
Borough of Manhattan, City and State of New York, 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.


 


No charge shall be made by
the Company for any exchange or transfer of bonds of this series, other than
for taxes or other governmental charges, if any, that may be imposed in
relation thereto.


 


The
Company shall not be required to issue, transfer or exchange any bond of this
series during a period of 10 days immediately preceding any selection of bonds
of this series to be redeemed.  The
Company shall not be required to transfer or exchange any bond of this series
called or being called for redemption in its entirety or to transfer or
exchange the called portion of a bond of this series which has been called for
partial redemption.


 


No recourse shall be had for
the payment of the principal of or the interest on this bond, or any part
thereof, or of any claim based hereon or in respect hereof or of said
Indenture, against any incorporator, or any past, present or future
shareholder, 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 The Bank of New
York Mellon Trust Company, N.A. (as successor trustee to Harris Trust and
Savings Bank and BNY Midwest Trust Company), as Trustee under the Indenture, or
its successor thereunder.


 


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


 


8
















 


	
  Dated:

  	
   

  	
   

  	
  NORTHERN STATES POWER
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
  By:

  	
   

  
	
   

  	
   

  	
  Vice President

  



 


(Form of Trustee’s Certificate)


 


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


 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  



 


and


 


WHEREAS, the Company is
desirous of conveying, assigning, transferring, mortgaging, pledging, 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 as of November 1, 2009; 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 particulars of any new series of bonds and of providing the terms and
conditions of the issue of the bonds of any series not expressly provided for
in the Indenture and of conveying, assigning, transferring, mortgaging,
pledging, 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 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, Northern
States Power Company, in consideration of the premises and of one dollar duly
paid to it by the Trustee at or before the ensealing and delivery of these
presents, the receipt of which is hereby acknowledged, and other good and
valuable considerations, does hereby covenant and agree to and with The Bank of
New York Mellon Trust Company, N.A. (as successor trustee to Harris Trust and
Savings Bank and BNY Midwest Trust 


 


9

















 


Company), as Trustee,
and its successors in the trust under the Indenture for the benefit of those
who hold or shall hold 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, of both 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 contained in the Indenture,
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, to the 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 schedules annexed hereto and marked Schedule A and
Schedule B, reference to said schedules being made hereby 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 and in
any way appertaining to the aforesaid property or any part thereof with the
reversion and reversions, remainder and remainders, tolls, rents and revenues,
issues, income, products and profits thereof;


 


Also, in order to subject the
personal property and chattels of the Company to the lien of the Indenture and
to conform with the provisions of the Uniform Commercial Code, all fossil,
nuclear, hydro and other electric generating plants, including buildings and
other structures, turbines, generators, exciters, boilers, reactors, nuclear
fuel, other boiler plant equipment, condensing equipment and all other
generating 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; telephone plant and related
distribution systems; trucks and trailers; office, shop and other buildings and
structures, furniture and equipment; apparatus and equipment of all other kinds
and descriptions; materials and supplies; all municipal and other franchises,
leaseholds, licenses, permits, privileges, patents and patent rights; all
shares of stock, bonds, evidences of indebtedness, contracts, claims, accounts
receivable, choses in action and other intangibles, all books of account and
other corporate records;


 


Excluding, however, all
merchandise and appliances heretofore or hereafter acquired for the purpose of
sale to customers and others;


 


All the estate, right, title,
interest and claim, whatsoever, at law as well as in equity, which the Company
now has or hereafter may acquire in and to the aforesaid property and every
part and parcel thereof subject, however, to the right of the Company, upon the
occurrence and continuation of a Completed Default as defined in the Indenture,
to retain in its possession all shares of stock, notes, evidences of
indebtedness, other securities and cash not expressly required by the
provisions hereof to be deposited with the Trustee, to retain in its possession
all contracts, 


 


10

















 


bills and accounts
receivable, motor cars, any stock of goods, wares and merchandise, equipment or
supplies acquired for the purpose of consumption in the operation, construction
or repair of any of the properties of the Company, and to sell, exchange,
pledge, hypothecate or otherwise dispose of any or all of such property so
retained in its possession, free from the lien of the Indenture, without
permission or hindrance on the part of the Trustee, or any of the bondholders.
No person in any dealings with the Company in respect of any such property
shall be charged with any notice or knowledge of any such Completed Default
under the Indenture while the Company is in possession of such property.  Nothing contained herein or in the Indenture
shall be deemed or construed to require the deposit with, or delivery to, the
Trustee of any of such property, except such as is specifically required to be
deposited with the Trustee by some express provision of the Indenture;


 


To have and to hold all said
property, real, personal and mixed, granted, bargained, sold, warranted,
released, conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed by the Company as aforesaid, or intended so to be, to 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

FORM AND EXECUTION OF SERIES DUE NOVEMBER 1, 2039


 


SECTION 2.01. 
There is hereby created, for issuance under the Indenture, a series of
bonds designated Series due November 1,
2039, each of which shall bear the descriptive title “First Mortgage Bonds, Series due
November 1, 2039,” (such bonds, the “Series 2039 Bonds”) and the form
thereof shall contain suitable provisions with respect to the matters hereafter
specified in this Section.  The Series 2039
Bonds 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.  The Series 2039 Bonds shall initially be
authenticated and delivered in the aggregate principal amount of $300,000,000.  The Series 2039 Bonds may be reopened
and additional bonds of said series may be issued in excess of the amount
initially authenticated and delivered, provided that such additional bonds of
said series will contain the same terms (including the maturity date and
interest rate), except for the public offering price and the issue date, as the
other Series 2039 Bonds. Any such additional Series 2039 Bonds,
together with the Series 2039 Bonds initially authenticated, shall
constitute a single series for purposes of the Indenture and shall be limited
to an aggregate principal amount of $450,000,000.  The Series 2039
Bonds shall mature on November 1, 2039, and shall be issued as registered
bonds without coupons in denominations of $1,000.  The Series 2039 Bonds shall bear
interest at a rate of 5.35% per annum on the principal amount thereof payable
semi-annually on May 1 and November 1 of each year,
commencing May 1, 2010, and the principal shall be payable at the office
of the Trustee in the City of Chicago, Illinois, or at the option of the
registered owner at the agency of the Company in the Borough of Manhattan, City
and State of New York, in lawful money of the United States of America, and the
interest shall be payable in like money at the option of the person entitled to
such interest either at said office of the Trustee in the City of Chicago,
Illinois, or at the agency of the Company in the Borough of Manhattan, City and
State of New York.  Interest on the 


 


11

















 


Series 2039 Bonds shall be calculated on the basis of a
360-day year consisting of twelve 30-day months.  If any interest payment date or date on which
the principal of this bond is required to be paid is not a business day, then
payment of principal, premium or interest need not be made on such date but may
be made on the next succeeding business day with the same force and effect as
if made on such interest payment date or date on which the principal of this
bond is required to be paid and, in the case of timely payment thereof, no
interest shall accrue for the period from and after such interest payment date
or the date on which the principal of this bond is required to be paid.  The Series 2039
Bonds shall be dated as of the date of authentication thereof by the
Trustee.  The term “business day” shall
mean any day other than a Saturday or Sunday or a day on which the offices of
the Trustee in the City of Chicago, Illinois, are closed pursuant to
authorization of law.


 


As
long as there is no existing default in the payment of interest on the Series 2039 Bonds, the person in whose name any Series 2039
Bond is registered at the close of business on any 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
Series 2039 Bond subsequent to the Record Date and on or prior to such
interest payment date, except as and to the extent the Company shall default in
the payment of the interest due on such interest payment date, in which case
such defaulted interest shall be paid to the person in whose name such Series 2039
Bond is registered on the Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee, notice thereof shall be given to the
registered holder of any Series 2039 Bond not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the Series 2039
Bond may be listed, and upon such notice as may be required by such exchange.


 


The term “Record Date” as
used in this Section 2.01 with respect to any interest payment date (May 1
or November 1) shall mean the April 15 prior to such May 1 or
the October 15 prior to such November 1 (whether or not a business
day).


 


As used in this Section 2.01,
the term “default in the payment of interest” means failure to pay interest on
the applicable interest payment date disregarding any period of grace permitted
by the Indenture.


 


The “Special Record Date” as
used in this Section 2.01 shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Series 2039
Bond  and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
defaulted interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the persons entitled to such
defaulted interest as provided in this Section 2.01.  Thereupon the Trustee shall fix a Special
Record Date for the payment of such defaulted interest which shall be not more
than 15 nor less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the
proposed payment.  The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
defaulted interest and the Special Record 


 


12

















 


Date therefor to be
mailed, first class postage prepaid, to each holder of the Series 2039
Bonds, at his, her or its address as it appears in the bond register, not less
than 10 days prior to such Special Record Date. 
Notice of the proposed payment of such defaulted interest and the
Special Record Date therefor having been mailed as aforesaid, such defaulted
interest shall be paid to the persons in whose names the Series 2039 Bonds
are registered on such Special Record Date and shall not be payable pursuant to
the paragraph immediately following in this Section 2.01.


 


The Company may make payment
of any defaulted interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Series 2039 Bonds may
be listed, and upon such notice as may be required by such exchange, if, after
notice is given by the Company to the Trustee of the proposed payment pursuant
to this Section 2.01, such payment shall be deemed practicable by the
Trustee.


 


SECTION 2.02. 
The Series 2039 Bonds 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 Restated Indenture at a redemption price equal to the greater of (a) 100%
of the principal amount of the Series 2039 Bonds being redeemed or (b) the
sum of the present values of the remaining scheduled payments of principal and
interest on the Series 2039 Bonds that are being redeemed (excluding the
portion of any such interest accrued to the date fixed for redemption),
discounted to the date fixed for redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Yield plus 15 basis
points, plus, in each case, accrued and unpaid interest to the date fixed for
redemption.


 


“Treasury
Yield” means, with respect to any date fixed for redemption, (i) the
yield, under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on
actively traded U.S. Treasury securities adjusted to constant maturity under
the caption “Treasury Constant Maturities,” for the maturity corresponding to
the Comparable Treasury Issue (if no maturity is within three months before or
after the remaining term, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the
Treasury Yield will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month); or (ii) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price
for such date fixed for redemption.  The
Treasury Yield will be calculated on the third business day preceding the date
fixed for redemption.


 


“Comparable
Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term of the
bonds of the series being redeemed 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 series being redeemed.


 


13

















 


“Comparable
Treasury Price” means (i) the average of the Reference Treasury Dealer
Quotations for such date fixed for redemption, after excluding the highest and
lowest of such Reference Treasury Dealer Quotations for such date fixed for
redemption, or (ii) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.


 


“Independent
Investment Banker” means each of Barclays Capital Inc., KeyBanc Capital Markets
Inc. and RBS Securities Inc. or their respective successors or, if such firms
or their respective successors are unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the Company.


 


“Reference
Treasury Dealer” means (1) each of Barclays Capital Inc. or RBS Securities
Inc. and any other primary U.S. Government securities dealer in the United
States (a “Primary Treasury Dealer”), designated by, and not affiliated with,
Barclays Capital Inc. or RBS Securities Inc. and their respective successors,
provided, however, that if Barclays Capital Inc. or RBS Securities Inc. or any
of their respective designees ceases to be a Primary Treasury Dealer, the Company
shall appoint another Primary Treasury Dealer as a substitute and (2) any
other Primary Treasury Dealer selected by the Company after consultation with
an Independent Investment Banker.


 


“Reference
Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any
date fixed for redemption, the average, as determined by an 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 an Independent Investment Banker by such Reference Treasury
Dealer at 5:00 p.m., Eastern time, on the third business day preceding
such date fixed for redemption.


 


The Series 2039 Bonds are not subject to a sinking fund.


 


The
redemption prices of the Series 2039 Bonds need not be specified in any temporary
bond of said series if an appropriate reference be made in said temporary bond
to the provision of this Section.


 


SECTION 2.03. 
The registered owner of any Series 2039
Bond or Bonds, at
his, her or its option, may surrender the same with other bonds of such series
at the office of the Trustee in the City of Chicago, Illinois, 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 such 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 2.04
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.


 


Notwithstanding
any other provisions of the Indenture to the contrary, the Company shall not be
required to issue, transfer or exchange any Series 2039
Bond during a period of ten (10) days next preceding any selection of Series 2039
Bonds to be redeemed.  The Company shall
not 


 


14

















 


be required to
transfer or exchange any Series 2039 Bond called or being called for
redemption in its entirety or to transfer or exchange the called portion of a Series 2039
Bond which has been called for partial redemption.


 


SECTION 2.04. 
No charge shall be made by the Company for any exchange or transfer of Series 2039 Bonds  other than for taxes or other governmental
charges, if any, that may be imposed in relation thereto.


 


SECTION 2.05. 
The Series 2039 Bonds shall be executed on behalf of the Company by its
President or one of its Vice Presidents, and its corporate seal shall be
thereunto affixed, or printed, lithographed or engraved thereon, in facsimile,
and attested by the signature of its Secretary or one of its Assistant
Secretaries.  Any such signatures may be
manual or facsimile signatures and may be imprinted or otherwise
reproduced.  In case any of the officers
who shall have signed any bonds or attested the seal thereon shall cease to be
such officers of the Company before the bonds so signed and sealed actually
shall have been authenticated by the Trustee or delivered by the Company, such
bonds nevertheless may be issued, authenticated and delivered with the same
force and effect as though the person or persons who signed such bonds and
attested the seal thereon had not ceased to be such officer or officers of the
Company.  Any bond issuable hereunder may
be signed or attested on behalf of the Company by such person as at the actual
date of the execution of such bond shall be the proper officer of the Company,
although at the date of such bond such person shall not have been an officer of
the Company.


 


SECTION 2.06. 
(a) Except as provided in subsections (c) and (g) of this
Section 2.06, the registered holder of all of the Series 2039 Bonds shall be The Depository Trust Company (“DTC”) and such Series 2039 Bonds shall be registered in the name of Cede & Co., as nominee for
DTC.  Payment of principal of, premium,
if any, and interest on any Series 2039 Bonds registered in the name of Cede &
Co. shall be made by transfer of New York Federal or equivalent immediately
available funds with respect to the Series 2039
Bonds to the account
of Cede & Co. on each such payment date for the Series 2039 Bonds at the address indicated for Cede & Co. in the bond register
kept by the Trustee.


 


(b)           The
Series 2039 Bonds shall be initially issued in the form of one or more
separate single authenticated fully registered certificates in the aggregate
principal amount of all Series 2039 Bonds. 
Upon initial issuance, the ownership of such Series 2039
Bonds shall be
registered in the bond register kept by the Trustee in the name of Cede &
Co., as nominee of DTC.  The Trustee and
the Company may treat DTC (or its nominee) as the sole and exclusive registered
holder of the Series 2039 Bonds registered in its name for the purposes
of payment of the principal of, premium, if any, and interest on the Series 2039 Bonds and of giving any notice permitted or required to be given to holders
under the Indenture, except as provided in subsection (g) below of this Section 2.06;
and neither the Trustee nor the Company shall be affected by any notice to the
contrary.  Neither the Trustee nor the
Company shall have any responsibility or obligation to any of DTC’s
participants (each a “Participant”), any person claiming a beneficial ownership
in the Series 2039 Bonds under or through DTC or any Participant (each a “Beneficial
Owner”) or any other person which is not shown on the bond register maintained
by the Trustee as being a registered holder, with respect to (1) the
accuracy of any records maintained by DTC or any Participant; (2) the
payment by DTC or any Participant of any amount in respect of the principal of,
premium, if any, or interest on the Series 2039
Bonds; (3) the
delivery by DTC or 


 


15

















 


any Participant of any notice to any Beneficial Owner which is
permitted or required to be given to registered holders under the Indenture of
the Series 2039 Bonds; (4) the selection of the Beneficial Owners to
receive payment in the event of any partial redemption of the Series 2039 Bonds; or (5) any consent given or other action taken by DTC as
bondholder.  The Trustee shall pay all
principal of, premium, if any, and interest on the Series 2039
Bonds registered in
the name of Cede & Co. only to or “upon the order of” (as that term is
used in the Uniform Commercial Code as adopted in Minnesota and New York) DTC,
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 Series 2039 Bonds to the extent of the sum or sums so
paid.  Except as otherwise provided in
subsections (c) and (g) below of this Section 2.06, 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 2039 Bonds.  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 with respect to transfers of bonds, the word “Cede & Co.”
in this Supplemental Trust Indenture shall refer to such new nominee of DTC.


 


(c)           If
the Company in its discretion determines that it is in the best interest of the
Beneficial Owners that they be able to obtain bond certificates for the Series 2039 Bonds or there shall have occurred and be continuing a Completed Default
with respect to the Series 2039 Bonds, the Company shall notify DTC and the
Trustee, whereupon DTC will notify the Participants of the availability through
DTC of bond certificates.  In such event,
the Trustee shall issue, transfer and exchange bond certificates as requested
by DTC in appropriate amounts pursuant to Article II of the Restated
Indenture and Section 2.03 of this Supplemental Trust Indenture.  The Company shall pay all costs in connection
with the production of bond certificates if the Company makes such a
determination under this Section 2.06(c). 
DTC may determine to discontinue providing its services with respect to
the Series 2039 Bonds 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) to deliver
bond certificates as described in this Supplemental Trust Indenture.  If bond certificates are issued, the
provisions of the 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 DTC 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 DTC in taking appropriate action
after reasonable notice (1) to make available one or more separate
certificates evidencing the Series 2039 Bonds to any Participant or (2) to
arrange for another book-entry depository to maintain custody of certificates
evidencing the Series 2039 Bonds registered in the name of such
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 Securities Exchange
Act of 1934, as amended, and must enter into an agreement with the Company and
the Trustee agreeing to act as the depository and clearing agency for the Series 2039 Bonds (except as provided in subsection (g) below of this Section 2.06
).  After such agreement has become
effective, DTC shall present the Series 2039
Bonds for
registration of transfer in accordance with Section 2.12 of the Restated
Indenture, and the Trustee shall register them in the name of the successor
book-entry depository or its nominee and all references thereafter to DTC shall
be to such successor 


 


16

















 


book-entry depository.  If a
successor book-entry depository has not accepted such position before the
effective date of DTC’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 Series 2039
Bonds.


 


(d)           Notwithstanding
any other provision of this Supplemental Trust Indenture to the contrary, so
long as any Series 2039 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 Series 2039 Bonds and all notices with respect to such Series 2039 Bonds shall be made and given, respectively, to DTC as provided in the
blanket representation letter among DTC, the Company and the Trustee.  The Trustee is hereby authorized and directed
to comply with all terms of the representation letter.


 


(e)           In
connection with any notice or other communication to be provided pursuant to
the Indenture for the Series 2039 Bonds by the Company or the Trustee with
respect to any consent or other action to be taken by the registered holders of
the Series 2039 Bonds, 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 DTC notice of such record date not
less than fifteen (15) calendar days in advance of such record date to the
extent possible. Such notice to DTC shall be given only when DTC is the sole
registered holder.


 


(f)            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 DTC OR ANY PARTICIPANT; (2) THE PAYMENT BY DTC
OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE
PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE SERIES
2039 BONDS; (3) THE
DELIVERY BY DTC 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 THE SERIES 2039 BONDS;
OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS A REGISTERED
HOLDER.


 


SO
LONG AS CEDE & CO. IS THE REGISTERED HOLDER OF THE SERIES 2039 BONDS
AS NOMINEE OF DTC, REFERENCES HEREIN TO REGISTERED HOLDERS OF THE SERIES 2039 BONDS
SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2039 BONDS
NOR THE PARTICIPANTS.


 


(g)           The
Company, in its sole discretion, may terminate the services of DTC with respect
to the Series 2039 Bonds if the Company determines that: (i) DTC (x) is
unable to discharge its responsibilities with respect to the Series 2039 Bonds or (y) at any time ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended; or (ii) there shall have
occurred and be continuing a Completed Default with respect to the Series 2039 Bonds.  The Company, in its sole
discretion, may terminate the services of DTC with respect to the Series 2039 Bonds if the Company determines that a continuation of the requirement
that all of the outstanding Series 2039 Bonds be registered with the
registration books kept by the 


 


17

















 


Trustee in the name of Cede & Co., as nominee of DTC, is not
in the best interest of the Beneficial Owners of the Series 2039 Bonds.  After such event and if no
substitute book-entry depository is appointed by the Company, Series 2039
Bond certificates will be delivered as described in the Indenture.


 


(h)           Upon
the termination of the services of DTC with respect to the Series 2039 Bonds pursuant to subsections (c) or (g) of this Section 2.06
after which no substitute book-entry depository is appointed, the Series 2039 Bonds shall be registered in whatever name or names holders transferring or
exchanging the Series 2039 Bonds shall designate in accordance with the
provisions of the Indenture.


 


ARTICLE III

APPOINTMENT OF AUTHENTICATING AGENT


 


SECTION 3.01.  The Trustee shall, if requested in writing so to do by the Company,
promptly appoint an agent or agents of the Trustee who shall have authority to
authenticate registered Series 2039 Bonds in the name and on behalf of the
Trustee.  Such appointment by the Trustee
shall be evidenced by a certificate of a vice-president of the Trustee
delivered to the Company prior to the effectiveness of such appointment.


 


SECTION 3.02.  (a) Any such authenticating agent shall be acceptable to the Company
and at all times shall be a corporation, trust company or banking association
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 of at least $10,000,000 and is subject to
supervision or examination by Federal or State authority and to act as
authenticating agent.  If such corporation,
trust company or banking association 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 3.02 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, trust company or
banking association into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation, trust
company or banking association resulting from any merger, conversion or
consolidation to which any authenticating agent shall be a party, or any
corporation, trust company or banking association 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 at any time
may 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 3.02, 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 


 


18

















 


authenticating agent
upon acceptance of its appointment 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 3.02.


 


(d)           The Trustee agrees to pay to any
authenticating agent, appointed in accordance with the provisions of this Section 3.02,
reasonable compensation for its services, and the Trustee shall be entitled to
be reimbursed for such payments.


 


SECTION 3.03.  If an appointment is made pursuant to this Article III, the
registered Series 2039 Bonds shall have endorsed thereon, in addition to
the Trustee’s Certificate, an alternate Trustee’s Certificate in the following
form:


 


(Form of
Trustee’s Certificate)


 


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


 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authenticating
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  
				



 


SECTION 3.04.  No provision of this Article III 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.


 


19
















 


ARTICLE IV

FINANCING STATEMENT TO COMPLY WITH

THE UNIFORM COMMERCIAL CODE


 


SECTION 4.01. The name and address of the debtor
and secured party are set forth below:


 


	
  Debtor:

  	
   

  	
  Northern States Power
  Company

  414 Nicollet Mall

  Minneapolis, Minnesota 55401

  
	
   

  	
   

  	
   

  
	
  Secured Party:

  	
   

  	
  The Bank of New York
  Mellon Trust Company, N.A., Trustee

  2 North LaSalle Street

  Suite 1020

  Chicago, Illinois 60602

  



 


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


 


SECTION 4.02. 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.


 


SECTION 4.03. The maturity dates and respective
principal amounts of obligations of the debtor secured and presently to be
secured by the Indenture and this Supplemental Trust 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:


 


	
  First Mortgage Bonds

  	
   

  	
  Principal Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Series due
  July 1, 2025

  	
   

  	
  $

  	
  250,000,000

  	
   

  
	
  Pollution Control
  Series N

  	
   

  	
  $

  	
  27,900,000

  	
   

  
	
  Pollution Control
  Series O

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  Pollution Control
  Series P

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  Series due
  March 1, 2028

  	
   

  	
  $

  	
  150,000,000

  	
   

  
	
  Pollution Control
  Series S

  	
   

  	
  $

  	
  69,000,000

  	
   

  
	
  Series A and
  Series B due August 28, 2012

  	
   

  	
  $

  	
  450,000,000

  	
   

  
	
  Series due
  August 1, 2010

  	
   

  	
  $

  	
  175,000,000

  	
   

  
	
  Series due
  July 15, 2035

  	
   

  	
  $

  	
  250,000,000

  	
   

  
	
  Series due
  June 1, 2036

  	
   

  	
  $

  	
  400,000,000

  	
   

  
	
  Series due
  July 1, 2037

  	
   

  	
  $

  	
  350,000,000

  	
   

  
	
  Series due
  March 1, 2018

  	
   

  	
  $

  	
  500,000,000

  	
   

  
	
  Series due
  November 1, 2039

  	
   

  	
  $

  	
  300,000,000

  	
   

  



 


20

















 


SECTION 4.04. This Financing Statement is hereby
adopted for all of the First Mortgage Bonds of the Series mentioned above
secured by said Indenture and this Supplemental Trust Indenture.


 


SECTION 4.05. The 1937 Indenture, the Restated
Indenture and the prior Supplemental Indentures, as set forth below, have been
filed or recorded in each and every office in the States of Minnesota, North
Dakota and South Dakota designated by law for the filing or recording thereof
in respect of all property of the Company subject thereto:


 


	
  Original
  Indenture 

  Dated February 1, 1937

  	
   

  	
  Supplemental
  Indenture 

  Dated December 1, 1981

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated June 1, 1942

  	
   

  	
  Supplemental
  Indenture 

  Dated May 1, 1983

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated February 1, 1944

  	
   

  	
  Supplemental
  Indenture 

  Dated December 1, 1983

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated October 1, 1945

  	
   

  	
  Supplemental
  Indenture 

  Dated September 1, 1984

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated July 1, 1948

  	
   

  	
  Supplemental
  Indenture 

  Dated December 1, 1984

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated August 1, 1949

  	
   

  	
  Supplemental
  Indenture 

  Dated May 1, 1985

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated June 1, 1952

  	
   

  	
  Supplemental
  Indenture 

  Dated September 1, 1985

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated October 1, 1954

  	
   

  	
  Supplemental
  and Restated Indenture 

  Dated May 1, 1988

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated September 1, 1956

  	
   

  	
  Supplemental
  Indenture 

  Dated July 1, 1989

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated August 1, 1957

  	
   

  	
  Supplemental
  Indenture 

  Dated June 1, 1990

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated July 1, 1958

  	
   

  	
  Supplemental
  Indenture 

  Dated October 1, 1992

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated December 1, 1960

  	
   

  	
  Supplemental
  Indenture 

  Dated April 1, 1993

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated August 1, 1961

  	
   

  	
  Supplemental
  Indenture 

  Dated December 1, 1993

  	
   

  



 


21

















 


	
  Supplemental
  Indenture 

  Dated June 1, 1962

  	
   

  	
  Supplemental
  Indenture 

  Dated February 1, 1994

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated September 1, 1963

  	
   

  	
  Supplemental
  Indenture 

  Dated October 1, 1994

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated August 1, 1966

  	
   

  	
  Supplemental
  Indenture 

  Dated June 1, 1995

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated June 1, 1967

  	
   

  	
  Supplemental
  Indenture 

  Dated April 1, 1997

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated October 1, 1967

  	
   

  	
  Supplemental
  Indenture 

  Dated March 1, 1998

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated May 1, 1968

  	
   

  	
  Supplemental
  Indenture 

  Dated May 1, 1999

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated October 1, 1969

  	
   

  	
  Supplemental
  Indenture 

  Dated June 1, 2000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated February 1, 1971

  	
   

  	
  Supplemental
  Indenture 

  Dated August 1, 2000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated May 1, 1971

  	
   

  	
  Supplemental
  Indenture 

  Dated June 1, 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated February 1, 1972

  	
   

  	
  Supplemental
  Indenture 

  Dated July 1, 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated January 1, 1973

  	
   

  	
  Supplemental
  Indenture 

  Dated August 1, 2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated January 1, 1974

  	
   

  	
  Supplemental
  Indenture 

  Dated May 1, 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated September 1, 1974

  	
   

  	
  Supplemental
  Indenture 

  Dated August 1, 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated April 1, 1975

  	
   

  	
  Supplemental
  Indenture 

  Dated July 1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated May 1, 1975

  	
   

  	
  Supplemental
  Indenture 

  Dated May 1, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Supplemental
  Indenture 

  Dated March 1, 1976

  	
   

  	
  Supplemental
  Indenture 

  Dated June 1, 2007

  	
   

  



 


22

















 


	
  Supplemental
  Indenture 

  Dated June 1, 1981

  	
   

  	
  Supplemental
  Indenture 

  Dated March 1, 2008

  	
   

  



 


SECTION 4.06. The property covered by this
Financing Statement also shall secure additional series of First Mortgage Bonds
of the debtor which may be issued from time to time in the future in accordance
with the provisions of the Indenture.


 


ARTICLE V

MISCELLANEOUS


 


SECTION 5.01. 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 subject 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 5.02. This Supplemental Trust Indenture
shall be construed in connection with and as a part of the Indenture.


 


SECTION 5.03. (a) If any provision of the
Indenture or 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 amended (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 provision shall
control.


 


(b)           In
case any one or more of the provisions contained in this Supplemental Trust
Indenture or in the bonds issued hereunder shall 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 5.04. Wherever in this Supplemental Trust
Indenture the word “Indenture” is used without the prefix “1937,” “Original,” “Restated,”
or “Supplemental,” such word was used intentionally to include in its meaning
both the 1937 Indenture, as amended and restated by the Restated Indenture, and
all indentures supplemental thereto.


 


SECTION 5.05. 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 5.06. (a) This Supplemental Trust
Indenture may be executed simultaneously in several counterparts, and all said
counterparts executed and delivered, each as an original, shall constitute but
one and the same instrument.


 


23

















 


(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 total aggregate amount of
obligations to be issued forthwith under this Supplemental Trust Indenture
shall not exceed $300,000,000.


 






 


24

















 


IN WITNESS WHEREOF, on this
9th day of November, A.D. 2009, NORTHERN STATES POWER COMPANY, a Minnesota
corporation, party of the first part, has caused its corporate name and seal to
be hereunto affixed and this Supplemental Trust Indenture effective November 1,
2009, 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 THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A. (as successor trustee to Harris Trust and
Savings Bank and BNY Midwest Trust Company), a national banking association, 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 effective November 1, 2009, to be
signed by its President, a Vice President or an Assistant Vice President, and
attested by its Secretary or an Assistant Secretary, for and in its behalf.


 


	
   

  	
  NORTHERN STATES POWER
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ George E. Tyson II

  
	
   

  	
  By: George E. Tyson II

  
	
   

  	
  Its: Vice President and
  Treasurer

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Tara M. Heine

  	
   

  
	
  By: Tara M. Heine

  	
   

  
	
  Its: Assistant
  Secretary

  	
   

  
	
   

  	
   

  
	
  Executed by Northern
  States Power Company 

  in the presence of:

  	
  (CORPORATE SEAL)

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Mary P. Schell

  	
   

  
	
  Witness: Mary P. Schell

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Kaydra A.
  Kirtz

  	
   

  
	
  Witness: Kaydra A.
  Kirtz

  	
   

  



 

















 


	
   

  	
  THE BANK OF NEW YORK
  MELLON

  TRUST COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ D.G. Donovan

  
	
   

  	
  By:

  	
  D.G. Donovan

  
	
   

  	
  Its:

  	
  Vice President

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ L. Garcia

  	
   

  
	
  By:

  	
  L. Garcia

  	
   

  
	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
  Executed by The Bank of
  New York Mellon

  Trust Company, N.A. in the presence of:

  	
  (CORPORATE SEAL)

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Robert Cafarelli

  	
   

  
	
  Witness: Robert
  Cafarelli

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ T. Mosterd

  	
   

  
	
  Witness: T. Mosterd

  	
   

  



 

















 


	
  STATE OF MINNESOTA

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY OF HENNEPIN

  	
  )

  	
   

  



 


George
E. Tyson II  and Tara M. Heine, being severally duly sworn, each deposes and says
that they are Vice President and Treasurer and Assistant
Secretary, respectively, of Northern States Power Company, the corporation
described in and which executed the within and foregoing Supplemental Trust
Indenture, as mortgagor; and each for himself or herself further says that said
Supplemental Trust Indenture was executed in good faith, and not for the
purpose of hindering, delaying, or defrauding any creditor of the said
mortgagor.


 


 


	
  /s/ George E. Tyson II

  	
   

  	
  /s/ Tara M. Heine

  
	
  George E. Tyson II

  	
   

  	
  Tara M. Heine

  



 


 


	
  STATE OF MINNESOTA

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY OF HENNEPIN

  	
  )

  	
   

  



 


On this 9th day of
November, A.D. 2009, before me, Pamela C. Wilson, a Notary Public in and for
said County in the State aforesaid, personally appeared George E. Tyson II and Tara M. Heine, to me personally known, and
to me known to be the Vice President and Treasurer and Assistant Secretary,
respectively, of Northern States Power Company, one of the corporations
described in and which executed the within and foregoing instrument, and who,
being by me severally duly sworn, each for himself or herself, did say that he
or she, the said George E. Tyson II is a Vice President and Treasurer and Tara M. Heine is an Assistant Secretary, of said Northern States Power Company, a
corporation; that the seal affixed to the within and foregoing instrument is
the corporate seal of said corporation, and that said instrument was executed
on behalf of said corporation by authority of its stockholders and board of
directors; and said George E. Tyson II and Tara M. Heine each acknowledged said instrument to be the free act and deed of said
corporation and that such corporation executed the same.


 


WITNESS my hand and notarial
seal, this 9th day of November, A.D. 2009.


 


	
  /s/ Pamela C. Wilson

  	
   

  	
   

  
	
  Pamela C. Wilson

  	
   

  
	
  Notary Public

  	
   

  
	
  My commission expires: January 31, 2010

  	
   

  
	
   

  	
  (NOTARY SEAL)

  



 

















 


	
  STATE OF ILLINOIS

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  SS.:

  	
   

  
	
  COUNTY
  OF COOK

  	
  )

  	
   

  	
   

  



 


D.G.
Donovan and L. Garcia,
being severally duly sworn, each for himself for herself deposes and says that
he, the said D.G.
Donovan, is Vice President, and she, the said L. Garcia, is
Vice President, of The Bank of New York Mellon Trust Company, N.A., the
national banking association described in and which executed the within and
foregoing Supplemental Trust Indenture, as mortgagee; and each for himself or
herself further says that said Supplemental Trust Indenture was executed in
good faith, and not for the purpose of hindering, delaying, or defrauding any creditor
of the mortgagor.


 


 


	
  /s/ D.G. Donovan

  	
   

  	
  /s/ L. Garcia

  
	
  D.G. Donovan

  	
   

  	
  L. Garcia

  



 


 


	
  STATE OF ILLINOIS

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  SS.:

  	
   

  
	
  COUNTY
  OF COOK

  	
  )

  	
   

  	
   

  



 


On this 5th day of November,
A.D. 2009, before me, Julie Meadors, a Notary Public in and for said County in
the State aforesaid, personally appeared D.G. Donovan and L. Garcia to
me personally known, and to me known to be the Vice President and Vice
President, respectively, of The Bank of New York Mellon Trust Company, N.A.,
the national banking association described in and which executed the within and
foregoing instrument, and who, being by me severally duly sworn, each, did say
that D.G. Donovan, is Vice President, and she, the said L. Garcia, is
Vice President, of The Bank of New York Mellon Trust Company, N.A., the
national banking association; that the seal affixed to the within and foregoing
instrument is the seal of said association, and that said instrument was
executed on behalf of said association by authority of its board of directors;
and said D.G. Donovan and L. Garcia each acknowledged said instrument to be the free act and deed of said
association and that such association executed the same.


 


WITNESS my hand and notarial
seal, this 9th day of November, A.D. 2009.


 


	
  /s/
  Julie Meadors

  	
   

  	
   

  
	
  Julie
  Meadors

  	
   

  	
   

  
	
  Notary Public, State of
  Illinois

  	
   

  	
   

  
	
  My commission expires: 1/7/12

  	
   

  	
   

  
	
   

  	
   

  	
  (NOTARY SEAL)

  



 
















 


SCHEDULE
A


 


The
property referred to in Article I of the foregoing Supplemental Trust
Indenture from Northern States Power Company to The Bank of New York Mellon
Trust Company N.A. as successor trustee to Harris Trust and Savings Bank,
effective as of November 1, 2009, includes the following property
hereafter 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 in the Indenture.


 


I.                                         PROPERTIES IN THE STATE
OF MINNESOTA


 


1.                         The following
described real property, situate, lying and being in the County of Benton, to wit:


 


Mayhew Lake Substation


 


A parcel of land being part of the Southwest Quarter of the Southwest
Quarter of Section 12, Township 36 North, Range 31 West, Benton County,
Minnesota being more particularly described as:


 


Commencing at the Southwest corner of said Section 12; thence North
89 degrees 10 minutes 18 seconds East on an assumed bearing, along the South line
of said Section 12 a distance of 909.57 feet to the point of beginning of
this description; thence North 00 degrees 48 minutes 10 seconds West parallel
with the East line of the Southwest Quarter of the Southwest Quarter a distance
of 436.00 feet; thence North 89 degrees 10 minutes 18 seconds East parallel
with said South line a distance of 400.00 feet to a point on said East line;
thence South 00 degrees 48 minutes 10 seconds East along said East line of
Southwest Quarter of the Southwest Quarter a distance of 436.00 feet to a point
on the said South line; thence South 89 degrees 10 minutes 18 seconds West
along said South line a distance of 400.00 feet to the point of beginning.
Containing 4.003 acres of land and being subject to that part now being used as
35th Street (also known as County Road
29). Also being subject to any easements, rights of way and restrictions of
record.


 


2.                         The following described real property,
situate, lying and being in the County 
of Blue Earth, to wit:


 


South Bend
Substation


 


The South 550 feet
of the East Half of the Southwest Quarter of the Northwest Quarter AND the
South 50 feet of the West Half of the 
Southwest Quarter of the Northwest Quarter of Section 3, Township
107 North, Range 27 West of the Fifth Principal Meridian, Blue Earth County,
Minnesota.


 


3.                         The following described real property,
situate, lying and being in the County 
of Hennepin, to wit:


 


Orono Substation


 


All that part of
the Southwest Quarter of the Southwest Quarter of Section 29, Township


 


A-1

















 


118, Range 23,
lying south of the railroad right of way now operated and used by the Great
Northern Railroad Company. Also that part of Section 32, Township 118,
Range 23, bounded as follows: Beginning at the northwest corner of said Section 32;
thence east 13.83 chains; thence south 3.70 chains to the center of the North
Watertown Road; thence South 66 degrees West along said Watertown Road, 13.94
chains; thence north 5.04 chains more or less to the place of beginning,
subject to easements for public roads and highways as now located over and
across said premises.


 


Wilson Substation — Certificate of Title No. 1087295


 


Lot 2, Block 1,
Wilson Substation in Bloomington, except that part of said Lot 2 which lies
east of the east line of Tract A, Registered Land Survey No. 1287 and its
southerly extension and northerly of a line drawn parallel with the north line
of the Northeast Quarter of the Northwest Quarter of Section 3, Township
27, Range 24 from a point on the east line of said quarter-quarter section
distant 701.25 feet south from the northeast corner thereof.


 


4.                         The following described real property,
situate, lying and being in the  County
of Chisago, to wit:


 


Lindstrom
Substation
(Addition)


 


Part of Lot
18 of NELSONS’S BEACH a recorded plat and part of Outlot A of La VONNA MEADOWS
a recorded plat and part of Government Lot 2, Section 33, Township 34
North, Range 20 West, Chisago County, Minnesota being more particularly
described as: Commencing at the southwest Corner of said Government Lot 2;
thence North 01 degree 02 minutes 55 seconds West along the West line of said
Government Lot 2 a distance of 55.81 feet; thence North 88 degrees 57 minutes
05 seconds East 66.00 feet to a point on the Easterly right of way line of
C.S.A.H. No. 14 and the Northerly right of way line of Lake Lane (Old US
Highway No. 8); thence South 81 degrees 14 minutes 55 seconds East along
said Northerly right of way 81 feet to the POINT OF BEGINNING of this
description; thence North 74 degrees 50 minutes 05 seconds East 159.56 feet;
thence North 01 degree 02 minutes 55 seconds West parallel with said West line
of Government Lot 2 a distance of 235.00 feet; thence North 88 degrees 57
minutes 05 seconds East 50.00 feet; thence South 01 degree 02 minutes 55
seconds East 309.28 feet to a point on said Northerly right of way of Lake Lane
(Old US Highway No. 8); thence North 81 degrees 14 minutes 55 seconds West
along said Northerly right of way line 207.77 feet to the point of beginning.
Containing 0.4665 acres of land and being subject to any easements, rights of
way and restrictions of record.


 


Lawrence Creek
Substation


 


The Southeast
Quarter of the Southwest Quarter of Section 26, Township 34, Range 19,
Chisago County, Minnesota; Except the West one rod thereof; Except the South
410 feet of the East 477 feet thereof; and Except Parcel 104, Chisago County
Highway Right of Way Plat No. 25.


 


4.                         The following described real property,
situate, lying and being in the County of Goodhue, to
wit:


 


A-2

















 


Colvill Substation


 


Lot 3, Block 2,
North Park Drive Addition.


 


5.                         The following described real property,
situate, lying and being in the County of Lincoln,
to wit:


 


Yankee Substation


 


The North One-half
of all that part of the Northwest Quarter lying South of the centerline of the
Township Road in the Northwest Quarter of Section 5, Township 109 North,
Range 46 West of the Fifth Principal Meridian.


 


7.                         The following described real property,
situate, lying and being in the County of Murray,
to wit:


 


Fenton Substation


 


The North One-half
of the Southwest Quarter of the Southwest Quarter, Section 20, Township
105 North, Range 42 West.


 


And,


 


The South One-half
of the Northwest Quarter of the Southwest Quarter, Section 20, Township
105 North, Range 42 West.


 


Slayton Substation


 


That part of the
Northeast Quarter of the Northeast Quarter, Section 21, Township 106,
Range 41, Murray County, Minnesota, described as follows:


 


Commencing at the
northeast corner of said Section 21; thence South 89 degrees 39 minutes 49
seconds West, assumed bearing, along the north line of said Northeast Quarter
335.00 feet to the point of beginning; thence South 0 degrees 20 minutes 11
seconds East 565.00 feet; thence South 89 degrees 39 minutes 49 seconds West,
parallel to said north line, 350.00 feet; thence North 0 degrees 20 minutes 11
seconds West 565.00 feet to said north line; thence North 89 degrees 39 minutes
49 seconds East, along said north line, 350.00 feet to the point of beginning
and there terminating. Subject to existing easements of record.


 


8.                         The following described real property,
situate, lying and being in the County of Mower,
to wit:


 


Grand Meadows
O&M Building Site


 


The north 622.00
feet of the south 1,188.50 feet lying west of the east 601.00 feet of the
Northeast Quarter of Section 24, Township 103 North, Range 16 West, Mower
County, Minnesota, and also lying east of the east line of the following
described tract of land: Commencing at the southeast corner of said Northeast
Quarter of Section 24; thence North 89 degrees 58 minutes 40 seconds West
(assumed bearing) 1035.00 feet along the south line of said Northeast Quarter;
thence North 00 degrees 00 minutes 00 seconds East 516.42


 


A-3

















 


feet to the point
of beginning; thence continuing North 00 degrees 00 minutes 00 seconds East
149.93 feet; thence North 90 degrees 00 minutes 00 seconds West 270.00 feet;
thence North 00 degrees 00 minutes 00 seconds East 586.09 feet; thence South 47
degrees 46 minutes 01 seconds West 484.79 feet; thence North 89 degrees 58
minutes 40 seconds West 81.79 feet to a point on a line parallel with and 70.00
feet Southeasterly perpendicular to the Easterly right-of-way line of
Interstate Highway No. 90; thence North 47 degrees 46 minutes 01 seconds
East 1067.96 feet on said line parallel with and 70.00 feet Southeasterly
perpendicular to the Easterly right-of-way line of Interstate Highway No. 90;
thence South 00 degrees 00 minutes 00 seconds West 1128.03 feet; thence North
90 degrees 00 minutes 00 seconds West 80.00 feet to the point of beginning.


 


Grand Meadows
Substation


 


An undivided 1/2
interest to:


 


The Southwest
Quarter of the Northwest Quarter lying west of Interstate Highway No. 90
in Section 8, Township 103 North, Range 15 West of the 5th P.M., Mower County, Minnesota.


 


9.                         The following described real property,
situate, lying and being in the County of Nobles,
to wit:


 


Nobles Substation


 


The Northeast
Quarter of Section 23, Township 103 North, Range 41 West.


 


10.                   The following described real property, situate, lying
and being in the County of Pope, to
wit:


 


Grove Lake
Substation


 


That part of the
Southwest Quarter of Section 23, Township 124 North, Range 36 West, Pope
County, Minnesota, described as follows: Commencing at the Northwest corner of
said Southwest Quarter; thence South 00 degrees, 09 minutes 59 seconds East
along the west line of said Southwest Quarter a distance of 125.19 feet to the
Point of Beginning of the parcel of land to be described; thence continuing
South 00 degrees 09 minutes 59 seconds East a distance of 1298.60 feet; thence
North 54 degrees 55 minutes 03 seconds East a distance of 952.25 feet; thence
North 46 degrees 11 minutes 07 seconds West a distance of 1085.15 feet to the
Point of Beginning.


 


11.                   The following described real property, situate, lying
and being in the County of Ramsey,
to wit:


 


High Bridge Plant — Certificate of Title No. 539904


 


That part of Lot
1, Block 1, Hernandez Addition, lying South of the North half of underlying
vacated Palace Avenue.


 


High Bridge Plant — Abstract


 


A-4

















 


That part of Lot
1, Block 1, Hernandez Addition except that part lying South of the North half
of underlying vacated Palace Avenue.


 


Rice Street
Warehouse


 


That part of the
Southeast Quarter of the Southeast Quarter of Section 25, Township 29,
Range 23, County of Ramsey, State of Minnesota, described as follows:


 


Commencing on the
West line of Rice Street and 147.6 feet North from the North line of Sycamore
Street; thence West and parallel with the North line of said Sycamore Street to
a point 160 feet East of the West line of said Southeast Quarter of the
Southeast Quarter; thence Southwesterly 211.70 feet to a point 10 feet North
from said North line and on the said West line of the Southeast Quarter of the
Southeast Quarter; thence North 252.6 feet on said West line to the point of
beginning of the parcel to be described; thence on an assumed bearing of North
89 degrees 27 minutes 27 seconds East along a line, which if extended, would
pass through a point on the West line of Rice Street 115 feet North from the
place of commencement a distance of 252 feet; thence South 00  degrees 32 minutes 33 seconds East a distance
of 67.59 feet; thence South 88 degrees 49 minutes 02 seconds West a distance of
72.74 feet; thence Southwesterly along a tangential curve, concave to the South
and having a radius of 225.02 feet and a central angle of 24 degrees 07 minutes
09 seconds for an arc distance of 94.72 feet; thence Southwesterly on a
compound curve, concave to the South, tangent to the last curve, having a
radius of 1094.99 feet and a central angle of 5 degrees 22 minutes 15 seconds
for an arc distance of 102.64 feet to an intersection with the West line of
said Southeast Quarter of the Southeast Quarter; thence Northerly to the point
of beginning.


 


Together with an
easement for private roadway and public utility purposes, over and upon the
following described parcel:


 


Commencing at the
Northeast corner of said Lot 1; thence South along the East line of Lot 1 for a
distance of 15 feet; thence Southeasterly to a point 25 feet south along the
East line of vacated Galtier Street measured from the intersection of the
Easterly extension of the North line of said Lot 1 with the East line of
vacated Galtier Street; thence northerly along said East line of vacated
Galtier Street to an intersection with the Easterly extension of the North line
of said Lot 1; thence westerly to the point of beginning.


 


12.                   The following described real property, situate, lying
and being in the County  of Renville, to wit:


 


Beaver Creek
Substation


 


The North 210 feet
of the East 210 feet, of the Northwest Quarter, Section 12, Township 115
North, Range 35 West.


 


Renville Substation


 


That part of the
Southeast Quarter of the Southeast Quarter of Section 6, Township 115
North, Range 36 West of the 5th Principal Meridian, Renville County,
Minnesota, described as follows: Commencing at the southeast corner of the
Southeast Quarter of said


 


A-5

















 


Section 6;
thence North 0 degrees 9 minutes 30 seconds West, assumed bearing, along the
east line of said Southeast Quarter 1132.53 feet to the point of beginning of
the parcel herein described; thence South 89 degrees 50 minutes 30 seconds West
260.00 feet; thence North 0 degrees 9 minutes 30 seconds West 188.67 feet to
the north line of the Southeast Quarter of the Southeast Quarter; thence North
89 degrees 9 minutes 51 seconds East along said north line 260.02 feet to the
east line of said Southeast Quarter of the Southeast quarter; thence South 0
degrees 9 minutes 30 seconds East along said east line 191.74 feet to the point
of beginning and there terminating.


 


13.                   The following described real property, situate, lying
and being in the County of Rock, to wit:


 


Rock County
Substation


 


The East Three
Hundred Fifty feet (E. 350’) of the West Seven Hundred Forty  feet (W. 740’) of the South Three Hundred
Fifty feet (S. 350’) of the Northwest Quarter (NW 1/4) of Section Seventeen
(17), in Township One Hundred Two (102) North, of Range forty-six (46) West of
the 5th P.M., containing 2.81 acres more or
less, together with an easement of ingress and egress over and across that part
of the following described property: Beginning at the northeast corner of the
West Three Hundred Ninety feet (W. 390’) of the South Three Hundred Fifty feet
(S 350’) of said Northwest Quarter (NW 1/4); thence south 0 degrees 6 minutes
21 seconds West, assumed bearing, along the east line of said West Three
Hundred Ninety feet (W. 390’) 285.00 feet; thence North 3 degrees 20 minutes 30
seconds West 214.40 feet;  thence North
84 degrees 40 minutes 21 seconds West 248.14 feet; thence South 0 degrees 6
minutes 21 seconds West 80.00 feet; thence North 89 degrees 32 minutes 33
seconds West 130.00 feet to the west line of said Northwest Quarter (NW 1/4);
thence North 0 degrees 6 minutes 21 seconds East along said west line 130.00
feet to the north line of the South Three Hundred Fifty feet (S. 350’); thence
south 89 degrees 32 minutes 33 seconds East along said north line 390.01 feet
to the point of beginning and there terminating.


 


14.                   The following described real property, situate, lying
and being in the County of Watonwan,
to wit:


 


Fieldon Substation


 


That part of the
Southwest Quarter of Section 14, Township 106, Range 30, Watonwan County,
Minnesota, described as follows: Commencing at the West Quarter corner of said Section 14,
thence South 0 degrees 30 minutes 48 seconds East, assumed bearing, along the
West line of said Southwest Quarter 300.01 feet to the point of beginning;
thence North 89 degrees 52 minutes 36 seconds East 650.02 feet; thence South 0
degrees 30 minutes 48 seconds East, parallel to said West line, 650.02 feet; thence
South 89 degrees 52 minutes 36 seconds West 650.02 feet to the West line of
said Southwest Quarter; thence North 0 degrees 30 minutes 48 seconds West,
along said West line 650.02 feet to the point of beginning and there
terminating. EXCEPT the West 33 feet thereof for roadway purposes.


 


15.                   The following described real property, situate, lying
and being in the County  of Wright, to wit:


 


A-6

















 


Delano Warehouse


 


Lot 3, Block 2,
Riverside Addition No. 1 to Delano, according to the plat on file and of
record in the office of the County Recorder in and for Wright County. Also the
East One-half of the vacated alley West of said Lot 3 (being a strip of land
about 12 and 1/2 feet in width adjacent and contiguous to the West line of said
Lot 3).


 


II.                                     PROPERTIES IN THE STATE
OF SOUTH DAKOTA


 


1.                         The following described real property,
situate, lying and being in the County of Brookings,
to wit:


 


Brookings
Substation


 


A parcel of land
situated in the Southeast Quarter of Section 25, Township 111 North, Range
48 West of the Fifth Principal Meridian, Brookings County, South Dakota more
particularly described as follows:


 


The North Boundary
of said parcel being 100.00 feet South of and parallel to the North line of
said Southeast Quarter; the East Boundary being 200.00 West of and parallel to
the East line of said Southeast Quarter; the South Boundary being 1420.00 feet
South of and parallel to the North line of said Southeast Quarter; and the West
Boundary being coincident with the East Boundary of that tract as described and
recorded in Book 103 of Deeds on Pages 19 and 20 in the records of said
Brookings County; thence continuing Northerly on same bearing a distance of
723.15 feet to a point lying 100.00 feet South of the North line of said
Southeast Quarter, said parcel containing 39.82 acres of land, more or less.


 


Together with an
Ingress/Egress Easement more particularly described as follows: The South
200.00 feet of the North 617.00 feet of the East 200.00 feet of said Southeast
Quarter, said easement containing 0.92 acres of land, more or less.


 


2.                         The following described real property,
situate, lying and being in the County of Lincoln,
to wit:


 


Canton Substation (Addition)


 


Tract No. One
A (1 A) of Northern States Power Co. Addition to the City of Canton (except
that portion previously platted and known as Northern States Power Co. Tract No. 1
thereof) Lincoln County, South Dakota, according to the recorded plat thereof.


 


III.                                 TRANSMISSION LINES OF
THE COMPANY


 


The electric transmission lines of the Company, including towers,
poles, pole lines, wire switch racks, switchboards, insulators, and other
appliances and equipment, and all other property forming a part thereof or
appertaining thereto, and all service lines extending therefrom; together with
all rights for or relating to the construction, maintenance of operation
thereof, through, over, under, or upon any private property of public streets
or highways within as well as without the corporate limits of any municipal
corporation, and particularly the following described lines, to wit:


 


A-7

















 


IN THE STATE OF MINNESOTA


 


	
  1.

  	
  Line 5545 22.92 miles
  Nobles County Sub to Fenton Sub

  
	
   

  	
   

  	
   

  
	
   

  	
  Nobles County

  	
   

  	
  Sections 14, 15, 16,
  17, 18, 21, 22 and 24, T 103, R 41

  
	
   

  	
   

  	
   

  	
  07, 11, 12, 13, 14, 15,
  16 and 17, T 103, R 42

  
	
   

  	
   

  	
   

  	
  01 and 12, T 103, R 43

  
	
   

  	
   

  	
   

  	
  07, 13, 18, 24, 25 and
  36, T 104, R 43

  
	
   

  	
   

  	
   

  	
  01, T 104, R 42

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Murray County

  	
   

  	
  19, 20, 30 and 31, T
  105, R 42

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Line 0953 40.54 miles
  Split Rock Sub to Nobles Sub to Lakefield

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Rock County

  	
   

  	
  Sections 25 and 26, T
  102, R 47

  
	
   

  	
   

  	
   

  	
  24, 25, 26, 27, 28, 29
  and 30, T 102, R 46

  
	
   

  	
   

  	
   

  	
  13, 14, 15, 16, 19 and
  20, T 102, R 45

  
	
   

  	
   

  	
   

  	
  13, 14, 15, 16, 17 and
  18, T 102, R 44

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Nobles County

  	
   

  	
  13, 14, 15, 16, 17 and
  18, T 102, R 42

  
	
   

  	
   

  	
   

  	
  13, 14, 15, 16, 17 and
  18, T 102, R 43

  
	
   

  	
   

  	
   

  	
  02, 11, 14, 15, 16, 17
  and 18, T 102, R 41

  
	
   

  	
   

  	
   

  	
  23, 26 and 35 T 103, R
  41

  



 


IN THE STATE OF SOUTH DAKOTA


 


	
  1.

  	
  Line 0953 9.34 miles
  Split Rock Sub to Nobles Sub to Lakefield Sub

  
	
   

  	
   

  	
   

  
	
   

  	
  Minnehaha County

  	
  25, 26, 27, 28, 29 and
  32, T 102, R 48

  
	
   

  	
   

  	
  27, 28, 29 and 30, T
  102, R 47

  



 


IV.                                GAS LINES OF THE COMPANY
IN THE STATE OF MINNESOTA


 


1.               Approximately 13,000 feet of twenty-inch
diameter gas transmission line, constructed in 2006 and 2007 in Dakota and
Ramsey Counties, known as the “20 inch High Bridge Line”, which serves only the
Xcel Energy High Bridge Plant in St. Paul, Minnesota.


 


V.                                    GENERATING PLANTS OF THE
OF THE COMPANY


 


1.               The Grand Meadows wind farm located in
Mower County, Minnesota, consisting of 67 turbines with a total output of 100
MW.


 


A-8
















 


SCHEDULE
B


 


THE LEGAL DESCRIPTIONS CONTAINED IN THIS
SCHEDULE B AMEND AND SUPERSEDE THOSE LEGAL DESCRIPTIONS FOR THE CORRESPONDING
SITES CONTAINED IN THE SUPPLEMENTAL TRUST INDENTURES DESCRIBED FOR EACH COUNTY
LISTED BELOW.  ANY SITES DESCRIBED IN
SUCH SUPPLEMENTAL TRUST INDENTURES THAT ARE NOT CONTAINED IN THIS SCHEDULE B
REMAIN UNCHANGED.


 


PROPERTIES
IN THE STATE OF MINNESOTA


 


ABSTRACT
PROPERTY


 


BENTON
COUNTY


 


Supplemental Trust Indenture
dated August 1, 2000, filed in the Office of the Benton County Recorder on
August 23, 2000 as Doc. No. 268304


 


Granite City Generating
Plant and Substation


 


1.               All that part
of the West Half (W1⁄2) of the Southeast Quarter (SE 1⁄4)  of Section Twenty-five (25), Township
Thirty-six (36) North, Range Thirty-one (31)West, Benton County, Minnesota,
described as follows: beginning at the Southwest corner of said SE 1/4; Thence
North 0°0’43” West along West line of said SE 1/4; 1564.62 feet; Thence South
71°15’40” East along centerline of a County Ditch, 633.53 feet; Thence South 0°00’43”
East, 1371.53 feet to the South line of said SE 1/4; Thence North 88°00’11”
West, 600 feet to the point of beginning, subject to County Ditch.


 


2.               That part of the South 64 feet of the
Southeast Quarter (SE 1⁄4) of the Southwest Quarter (SW 1⁄4) of Section Twenty-five
(25), Township Thirty-six (36) North, Range Thirty-one (31) West, Benton
County, Minnesota, lying Easterly of the Easterly Right of Way line of U.S.
Highway No. 10.


 


3.               The North 36 feet of that part of Lot 1,
of Auditors 1916 Subdivision of Section Thirty-six (36) North, Range
Thirty-one (31) West, Benton County, Minnesota, lying Easterly of the Easterly
Right of Way line of U.S. Highway No. 10, excepting the South 20 feet
thereof.


 


CHISAGO
COUNTY


 


Supplemental Trust Indenture
dated August 1, 2000, filed in the Office of the Chisago County Recorder
on August 29, 2000 as Doc. No. A-345374


 


Chisago County Substation


 


1.               The Northeast Quarter of the Northwest
Quarter of Section 1, Township 34 North, Range 21 West, together with a
non-exclusive road easement for ingress to and egress from the property
described above over and across the North 33 feet of the Northwest Quarter of
the Northwest Quarter, Section 1, Township 34 North, Range 21 West and
over the South 33


 


B-1

















 


feet of the
Southwest Quarter of the Southwest Quarter, Section 36, Township 35 North,
Range 21 West.


2.               The Southwest Quarter of the Northwest
Quarter (SW 1⁄4 of NW 1⁄4) and the Southeast Quarter of Northwest Quarter (SE 1⁄4 of
NW 1⁄4), both in Section One (1), Township Thirty-four (34) North, Range
Twenty-one (21) West.


3.               The Southwest Quarter (SW 1⁄4) of Section One
(1), Township Thirty-four (34) North, Range Twenty-one (21) West, excepting
therefrom approximately one-third (1/3) of an acre of property which is
described as the parcel located southwest of the southwest boundary of that
certain creek or stream running through the said land.


 


CHIPPEWA
COUNTY


 


Supplemental Trust Indenture
dated August 1, 2000, filed in the Office of the Chippewa County Recorder
on August 28, 2000 as Doc. No. 245807


 


Minnesota Valley Plant


 


1.                         All
that portion of the Southwest Quarter of Southwest Quarter (SW1⁄4 of SW1⁄4) of Section Thirty-five
(35) in Township One Hundred Sixteen (116) of Range Thirty-nine (39) which lies
south and west of the right-of-way of the Chicago, Milwaukee, St. Paul and
Pacific Railway Company; also Government Lot Four (4), of Section Two (2) in
Township One Hundred Fifteen (115) of Range Thirty-nine (39); also Government
Lots One (1) and Two (2) of Section Three (3) in Township
One Hundred Fifteen (115) of Range Thirty-nine (39). Also all that part of the
Southeast Quarter (SE1⁄4) of Section Thirty-four (34) in Township One
Hundred Sixteen (116) of Range Thirty-nine (39) which lies south and west of
the old main line right-of-way of the Chicago, Milwaukee, St. Paul and Pacific
Railway Company.


 


Excepting
from said portion of Southeast Quarter (SE1⁄4) of Section Thirty-four (34)
the following described tract: beginning at a point five hundred seventy one
and seven tenths (571.7) feet due south of the southwest corner of Block Four (4) of
Baldwin’s Addition to Granite Falls; running thence south two hundred (200)
feet, thence east at right angles fifty (50) feet, thence north at right angles
two hundred (200) feet, thence west at right angles fifty (50) feet to the
place of beginning.


 


Also
excepting from the above described tracts of land, those certain parcels
conveyed to the State of Minnesota for highway purposes by deed dated February 3rd
1931, described as follows:


 


All
those portions of:


 


1.        Southeast Quarter (SE1⁄4) of Section 34,
Township 116 North, Range 39 West;


 


2.        Southwest Quarter of Southwest Quarter
(SW1⁄4 SW1⁄4) of Section 35, Township 116 North, Range 39 West;


 


3.        Government Lot 4 of Section 2,
Township 115 North, Range 39 West;


 


B-2

















 


which
lie within a distance of 50 feet on each side of the following described center
line:


 


Beginning
at a point on the easterly boundary of Government Lot 3, said Section 2,
distance 606.5 feet southerly of the northeast corner thereof; thence run
northwesterly at an angle of 63° 02’ with said easterly boundary for a distance
of 941.1  feet; thence deflect to the left on
a 2° 00’ curve, delta angle 16° 42’, for distance of 835.0 feet; thence on
tangent to said curve for a distance of 3775.0 feet and there terminating;


 


Together
with a strip of land 5 feet in width lying immediately adjacent to and
northeasterly of the above described strip, beginning at the westerly boundary
of the Southeast Quarter of Southeast Quarter of said Section 34 and
extending southeasterly for a distance of 1005 feet (when measured along the
above described centerline) and there terminating;


 


Also
together with a strip of land 5 feet in width lying immediately adjacent to and
southwesterly of the first above described strip and directly opposite the last
above described strip;


 


Also
except the westerly one hundred fifty (150) feet of the Southeast Quarter
(SE1⁄4), Section Thirty Four (34), Township One Hundred Sixteen (116) North,
Range Thirty Nine (39) West lying south of a line six (6) rods south and
parallel to the south line of Block Four (4), Baldwin’s Addition to Granite
Falls and north of State Trunk Highway 212, except as follows:


 


Beginning
at a point four hundred seventy two and seven-tenths (472.7) feet due south of
the northwest corner of the above described property, and running thence south
two hundred (200) feet, thence east at right angles fifty (50) feet, thence
north at right angles two hundred (200) feet, thence west at right angles fifty
(50) feet to the place of beginning.


 


Also
except that part of the South Half of the said Southeast Quarter of Section 34
and the Southwest Quarter of the Southwest Quarter of Section 35, both in
Township 116 North, Range 39 West, and Government Lot 4 of Section 2,
Township 115 North, Range 39 West, shown as Parcel 206 on Minnesota Department
of Transportation Right of Way Plats Numbered 12-22 and 12-23 as the same are
on file and of record in the Office of the County Recorder in and for Chippewa
County, Minnesota;


 


2.                         All
that part of the Southeast Quarter (SE1⁄4) of Section Thirty-four (34)
Township One Hundred Sixteen (116) Range Thirty-nine (39), lying north of the
old main line right-of-way of the Chicago, Milwaukee, St. Paul and Pacific
Railway Company, excepting therefrom all the land platted and known as
Baldwin’s Addition and Baldwin’s Second Addition to the Townsite of the City of
Granite Falls, according to the plat of said additions, and also excepting
therefrom the strip of land now occupied by the  Chicago,
Milwaukee, St. Paul and Pacific Railway Company for a right-of-way as shown by
their recorded deed thereof;


 


Also
except the westerly one hundred fifty (150) feet of the Southeast Quarter
(SE1⁄4), Section Thirty Four (34), Township One Hundred Sixteen (116) North,
Range Thirty Nine (39) west lying south of a line six (6) rods south and
parallel to the south line of Block Four (4), Baldwin’s Addition to Granite
Falls and north of State Trunk Highway 212,


 


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except
as follows:


 


Beginning
at a point four hundred seventy two and seven-tenths (472.7) feet due south of
the northwest corner of the above described property, and running thence south
two hundred (200) feet, thence east at right angles fifty (50) feet, thence
north at right angles two hundred (200) feet, thence west at right angles fifty
(50) feet to the place of beginning;


 


Also
except County Road 38 and Highway 212 as described on Chippewa County Highway
Department Right of Way Plat No. 38-1 recorded in Book “B” of Plats, page 213
and Minnesota Department of Transportation Right of Way Plat No. 12-22
recorded in Book “B” of Plats, page 207.


 


3.                         That part
of Government Lot Five (5), Section One (1), Township One Hundred Fifteen
(115) North, Range Thirty-nine (39) West, Fifth Meridian, Minnesota, described
as follows, to-wit: Commencing at a point in the center of the public highway,
eight hundred fifty (850’) feet north and twelve hundred (1200’) feet west of
the south quarter post of Section One (1), Township One Hundred Fifteen
(115) North, Range Thirty-nine (39) West; thence along the center line of said
highway north 61° west three hundred (300’) feet; thence north 53° west two
hundred forty (240’) feet; thence south 40° west seventy (70’) feet to the
north bank of Minnesota River; thence down the bank of said Minnesota River to
a point south 45° west of the place of beginning; thence north 45° east one
hundred forty-two (142’) feet to the place of beginning, except a tract
commencing at a point in the center of the public highway, eight hundred fifty
(850’) feet north and twelve hundred (1200’) feet west of the south quarter
post of Section One (1), Township One Hundred Fifteen (115) North, Range
Thirty-nine (39) West; thence along the center line of said highway north 61°
west one hundred ninety-two and six tenths (192.6’) feet; thence south 22°12’
west a distance of one hundred sixty-three and five tenths (163.5’) feet, more
or less, to a concrete retaining wall on the north bank of the Minnesota River;
thence down the said bank of the  Minnesota
River to a point south 45° west of the place of beginning; thence north 45°
east one hundred forty-two (142’) feet to the place of beginning.


 


DAKOTA
COUNTY


 


Supplemental Trust Indenture
dated August 1, 2000, filed in the Office of the Dakota County Recorder on
August 31, 2000 as Doc. No. 1715395


 


Inver Hills Generating Plant


 


The South 20 rods of the
West 40 rods of the Northwest Quarter of the Southwest Quarter of Section 34,
Township 27, Range 22, and all that part of the Southeast Quarter of the
Northeast Quarter, Section 33, Township 27, Range 22 and the West 1600
feet of the South Half of the Northwest Quarter except the South 5 acres
thereof, Section 34, Township 27, Range 22 lying Easterly and Southerly of
the Chicago Great Western Railway Company (now Chicago and North Western
Railway Company) right of way described in that Limited Warranty Deed dated October 1,
1964 and recorded in the office of the Register of Deeds in and for Dakota
County on November 20, 1964 in Book 284 of Deeds at Page 414.


 


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Except that part shown as
Parcel 38 on Minnesota Department of Transportation Right of Way Plat Number
19-141 as the same is on file and of record in the office of the County
Recorder in and for Dakota County, Minnesota.


 


AND


 


All that part of the
Southeast Quarter of the Northeast Quarter, Section 33, Township 27, Range
22 and the West 1600 feet of the South Half of the Northwest Quarter, Section 34,
Township 27, Range 22 described in that Limited Warranty Deed dated October 1,
1964 and recorded in the office of the Register of Deeds in and for Dakota
County on November 20, 1964 in Book 284 of Deeds at Page 414 which
lies Easterly and Southerly of the following described line:


 


Beginning at a point marked
by an iron on the East-West Quarter line of said Section 33, a distance of
892.51 feet West of the East Quarter corner of said Section 33, said iron
being 50 feet Easterly as measured at right angles from the centerline of the
passing track of the Chicago Great Western Railway Company (now Chicago and
Northwestern Railway Company); thence running Northerly parallel with and 50
feet Easterly from the centerline of said passing track to a point which is 50
feet distant and at right angles from the centerline of the commencement of
said Company’s belt line track; thence running Northerly and Easterly parallel
with and 50 feet Easterly and Southerly from said belt line track to a point
marked by an iron on the East line of said Section 33 being 590.22 feet
North of the East Quarter corner of said Section and 50 feet Southerly, at
right angles, from said belt line truck; thence Easterly and Southerly parallel
with and 50 feet Southerly of said belt line track to a point of intersection
with the East line of the West 1600 feet of the South half of the Northwest
Quarter of said Section 34, said point of intersection marked by an iron
being 361.42 feet North of the East-West Quarter line of said Section 34.


 


GOODHUE
COUNTY


 


Supplemental Trust Indenture
dated August 1, 2000, filed in the Office of the Goodhue County Recorder
on August 24, 2000 as Doc. No. 443777


 


Red Wing Steam Plant and Red
Wing RDF Ash Landfill, which are now hereby collectively identified as Red Wing
Generating Plant


 


1.                         All that part of Government Lots 2, 3 and
4, in Section 29 of Township 113 North, Range 14 West, Goodhue County,
State of Minnesota, which lies North of the Chicago, Milwaukee, St. Paul and
Pacific Railroad, known as the Izaak Walton League property and/or the Forest
Products Company property, except that portion lying 5 feet Westerly of the
Westerly wall of the brick storage building on the property and lying North of
the East and West road which contains the Izaak Walton Clubhouse buildings and
improvements, which shall be reserved to the Izaak Walton League, including
ingress to this section on a strip of land two rods in width from underpass for
cars and vehicles.  The property herein
conveyed being more fully described as follows:


 


From the Northeast
corner of said Government Lot 2 of said Section 29 on the Southerly line
of the Southerly channel of the Mississippi River known as the “Little River”
run North 74°15’ West along the bank of said Little River for a distance of


 


B-5

















 


280 feet, thence
North 73°05’ West 405 feet, thence North 64°40’ West 786 feet, to an iron
monument on the bank of said river 5 feet Westerly and parallel with the
Westerly line of said brick storage building extended Northerly to said river;
run thence South 33°30’ West 257 feet to an iron monument on the Southerly side
of a driveway leading to the Izaak Walton Clubhouse and other improvements; run
thence North 621⁄2° West for a distance of 1010 feet to an iron monument; thence
North 68° West 191 feet to an iron monument, thence North 72°47’ West 79 feet
to an iron monument on the West line of said Government Lot 4 of Section 29;
run thence South on the West line of said Government Lot 4 a distance of 8 feet
to an iron monument on the Northerly right-of-way line of said Chicago,
Milwaukee, St. Paul and Pacific Railroad distant 70 feet from the center line
of the East bound track; run thence Southeasterly along the Northerly
right-of-way line of said Railroad to the East line of Section 29 to an
iron monument; run thence North along said Section line for a distance of
846 feet more or less to an iron monument on the Northeast corner of said
Government Lot 2 on the bank of said Little River to the point of beginning.


 


2.        Government Lot 2, Section 28 in Township 113 North,
Range 14 West.


 


3.                         Part of Government Lots 2 and 3 of Section 29
in Township 113 North, Range 14 West, in the City of Red Wing, described as
follows: Commencing at the Northeast corner of Lot 6 of Ladd’s Out Lots of Red
Wing, for place of beginning, thence run North 34°20’ West 258 feet, more or
less, to the Southerly line of East Fifth Street as now laid out and
established, thence run Northeasterly along the Southerly line of said East
Fifth Street 170 feet, more or less, to the present Southerly right-of-way line
of the Chicago, Milwaukee, St. Paul and Pacific Railway Company, thence run
Southeasterly along said present Southerly right-of-way line of said Railway
Company 370 feet, more or less, to a point which is north eighty-one degrees
east from the place of beginning, thence run South 81 degrees West 260 feet,
more or less, to the place of beginning; excepting therefrom all of that part
which lies Southwesterly of the following described line: Beginning at the most
Westerly corner of said tract, thence run Southeasterly to a point on the
Southerly line of said tract distant 150 feet Westerly of the most Easterly
corner thereof and there terminating.


 


Except any portion of Parcels 1, 2 and 3 above which lies within the
following legal description:


 


That part of
Government Lot 2 of Section 29, Township 113 North, Range 14 West, Goodhue
County, Minnesota, described as follows: Commencing at the east quarter corner
of said Section 29; thence North 17 degrees 59 minutes 45 seconds West, on
a bearing oriented with the Goodhue County Coordinate System NAD 83 Adjustment,
a distance of 1759.28 feet to the point of beginning of the land to be
described; thence North 67 degrees 21 minutes 03 seconds West, a distance of
101.18 feet; thence South 27 degrees 29 minutes 18 seconds West, a distance of
381.94 feet; thence North 63 degrees 14 minutes 37 seconds West, a distance of
26.38 feet; thence North 25 degrees 43 minutes 05 seconds East, a distance of
310.53 feet; thence North 63 degrees 04 minutes 05 seconds West, a distance of
160.02 feet; thence North 23 degrees 02 minutes 25 seconds East, a distance of
91 feet, more or less, to the shoreline of the Little River


 


B-6

















 


Branch of the
Mississippi River; thence southeasterly, along said shoreline, a distance of
302 feet, more or less, to the intersection with a line bearing North 21
degrees 58 minutes 16 seconds East from the point of beginning; thence South 21
degrees 58 minutes 16 seconds West, a distance of 33 feet, more or less, to the
point of beginning.


 


4.                         That part of the S1⁄2 of the NE1⁄4 and the E1⁄2
of the SE1⁄4 of the NW1⁄4 all in Section 35, Township 113 North, Range 15
West, lying north of the following described line, to wit:


 


Beginning at a
point on the East line of said Section 35,160 feet (as measured along said
East line) north of the East quarter corner thereof; thence North 86°02’50”
West 1399.14 feet; thence West parallel with and 278.56 feet North of the
East-West quarter line of said Section 35 to the intersection with the
West line of the said E1⁄2 of the SE1⁄4 of the NW1⁄4 of said Section 35 and
there terminate.


 


HENNEPIN
COUNTY


 


Supplemental Trust Indenture
dated August 1, 2000, filed in the Office of the Hennepin County Recorder
as Doc. No. 7348600


 


Chestnut Parking Lot (Abstract
portion only)


 


1.                         The North 53.5 feet of Lots 5 and 6,
Block 21, Wilson, Bell and Wagner’s Addition to Minneapolis, according to the
recorded plat thereof.


 


2.                         Lots 1, 2, 3 and 4, Block 21, Wilson,
Bell and Wagner’s Addition to Minneapolis, according to the plat thereof on
file and of record in the office of the Register of Deeds in and for Hennepin
County; together with all rights accrued or that may accrue thereto in vacated
or to be vacated streets or alleys adjacent to said lots;


 


Except that part
which lies southerly of the following described line:


 


Beginning at the
Southwest corner of said Lot 2; thence run Northeasterly to a point on the East
line of said Lot 1, distant 130 feet South of the Northeast corner thereof and
there terminating.


 


ALSO except:


 


that part of said
Lots 1, 2, 3 and 4 which lies Southerly of a line run parallel with and distant
125 feet Southerly of the North line of said Block 21.


 


3.                         Lots 1-4 inclusive and Lots 7-12
inclusive, Block Twenty (20), Wilson, Bell, and Wagner’s Addition to the City
of Minneapolis; together with all rights accrued or that may accrue thereto in
vacated or to be vacated  streets or
alleys adjacent to said lots.


 


4.                         That part of Lots 8 and 9, Block 27,
Wilson, Bell & Wagner’s Addition to Minneapolis, according to the plat
thereof on file and of record in the office of the County Recorder in and for
Hennepin County, Minnesota, which lies northerly of the following described
line: Beginning at a point on the east line of said Lot 9, distant 95 feet
southerly of the


 


B-7

















 


northeast corner
thereof; thence run northwesterly to a point on the east line of said Lot 8,
distant 40 feet southerly of the northeast corner thereof; thence run
northwesterly to a point on the north line of said Lot 8, distant 30 feet west
of the northeast corner thereof and there terminating.


 


Chestnut Service Garage (Abstract
portion only)


 


Lots One (1), Two (2), Three (3), Four (4), and Five (5) in Block
Twenty-seven (27), Wilson, Bell & Wagner’s Addition to Minneapolis,
according to the recorded plat thereof, Hennepin County, Minnesota, excepting
therefrom that part of said Lot Five (5) which lies Westerly of the
following described line:


 


Beginning at a point on
the west line of the East 40 feet of said Lot 5, distant 110 feet South of the
Northwest corner thereof; thence run Southeasterly to a point on the South line
of said Lot 5, distant 30 feet West of the Southeast corner thereof and there
terminating.


 


And that part of Lot Twelve (12) said Block Twenty-seven (27) except
that part which lies Southwesterly of the following described line:


 


Beginning at a point on
the south line of said Lot 12, distant 25 feet west of the southeast corner
thereof; thence run northwesterly to a point on the west line of said Lot 12,
distant 140 feet south of the northwest corner thereof and there terminating.


 


Together with all rights accrued or that may accrue to said Block 27 in
vacated or to be vacated streets or alleys adjacent to said Block 27.


 


Parker’s Lake Substation (Abstract
portion only)


 


1.               Lot 4 First Addition Greer’s Orchard
Tracts, Hennepin County, Minnesota and that part of Lot 3, First Addition
Greer’s Orchard Tracts, Hennepin County, Minnesota, lying Easterly of the
Easterly right of way of Interstate Highway No. 494 as said right of way
is described and set forth in the Final Certificate recorded August 15,
1968, as Hennepin County Recorder Document No. 3730193.


 


2.               That part of the South 350 feet of the
East 5 chains of the West 15 chains of the Southwest Quarter of the Southwest
Quarter (SW1⁄4 of SW1⁄4) of Section 27, Township 118 North, Range 22 West, Hennepin
County, Minnesota, which lies Easterly of the right of way of Interstate
Highway No. 494 as said right of way is described and set forth in the
Final Certificate recorded August 15, 1968, as Hennepin County Recorder
Document No. 3730193.


 


3.               That part of vacated South Street lying
West of the Northerly extension of the East line of Lot 4, First Addition
Greer’s Orchard Tracts, Hennepin County, Minnesota, as vacated by Resolution No. 63-68,
recorded October 17, 1963, as Hennepin County Recorder Book 957 of Misc.
Records, page 285, Document No. 3436712, and recorded October 23,
1963, as Hennepin County Registrar of Titles Document No. 745382.


 


B-8

















 


4.               That part of the Northeast Quarter of the
Northwest Quarter (NE1⁄4 of NW 1⁄4) of Section 34, Township 118 North, Range
22 West of the Fifth Principal Meridian, Hennepin County, Minnesota, lying West
of the Southerly extension of the East line of Lot 21, Parker Lake Gardens,
Hennepin County, Minnesota, and Northerly of the Northerly right of way line of
the Electric Short Line Railroad.


 


St. Anthony Falls Hydro, now
referred to as St. Anthony Falls Hydro Plant


 


1.               Those parts of Government Lots Three (3) and
Four (4) of Section Twenty-three (23), Township Twenty-nine (29)
North, Range Twenty-four (24) West of the fourth principal Meridian, described
as follows:


 


Beginning at a
point at low water-mark on the Easterly bank of the East Channel of the
Mississippi River, and on the Southwesterly prolongation of the Northwesterly
line of Second Avenue South East in said City of Minneapolis, and running
thence Northeasterly along said line of said Second Avenue to a point distant
twelve (12) feet Southwesterly from the Southwesterly line of Main Street in
said City of Minneapolis, thence Southeasterly on a line parallel with, and
twelve (12) feet distant from, said Southwesterly line of said Main Street to
the Northwesterly line of Sixth Avenue South East in said city, thence
Southwesterly and along said Northwesterly line of the said Sixth Avenue South
East to the Northerly line of the right-of-way of the Great Northern Railway
Company (formerly Minneapolis Union Railway Company), thence Westerly along
said last-named line to the low water mark on the Easterly bank of the East
Channel of the Mississippi River, thence upstream along said line of low water
mark to the place of beginning, excepting that portion thereof described in a
certain deed of conveyance under date of December 24th, 1923, between the
St. Anthony Falls Water Power Company and the Pillsbury Flour Mills Company and
filed for record in the office of the Register of Deeds in and for Hennepin
County, State of Minnesota, on the 26th day of December, 1923, in Book 1034 of
Deeds, on page 454, etc.; also excepting that portion thereof described in
a certain deed of conveyance under date of June 1, 1939, between St.
Anthony Falls Water Power Company and The Minneapolis General Electric Company
and filed for record in the office of the Register of Deeds in and for Hennepin
County, State of Minnesota, on the 6th day of September, 1939, in Book 1459 of
Deeds, page 179; also excepting those tracts, together with all their
rights and belongings, known as Saw Mill Sites Numbers one (1), Two (2), Three
(3), Four (4) and Five (5), and a part of Saw Mill Site No. 6, which
are described in the following instruments recorded in the Office of the
Register of Deeds of the County of Hennepin and State of Minnesota, as
follows:  in Book 3 of Miscellaneous
Records, on page 328, in Book 7 of Miscellaneous Records on page 543,
in Book 32 of Deeds, pages 464, 471 and 479, and in Book 73 of Deeds, pages 464
to 470.  Otherwise described and known as
part of Lot Sixteen (16) and part of Lot Seventeen (17), Auditor’s Subdivision No. 44,
Hennepin County, Minnesota.


 


EXCEPT,


 


That part of
Government Lots 3 and 4 of Section 23, Township 29 North, Range 24 West of
the Fourth Principal Meridian, described as follows:


 


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Beginning at a point in
the southeasterly line of Third Avenue SE distant 12 feet southwesterly from
the southwesterly line of Main Street SE; thence southeasterly on a line
parallel with and distant 12 feet from said southwesterly line of Main Street
SE to the northwesterly line of Sixth Avenue; thence southwesterly and along
said northwesterly line of the said Sixth Avenue to the northerly line of the
right-of-way of the Great Northern Railway Company (formerly Minneapolis Union
Railway Company) thence westerly along said last-named line to the low water
mark on the easterly bank of the East Channel of the Mississippi River, thence
upstream along said line of low water mark to the said southeasterly line of
Third Avenue SE, thence northeasterly along said southeasterly line to the
point of beginning.


 


AND EXCEPT,


 


All that part of
Government Lot 4, Section 23, Township 29 North, Range 24 West of the
Fourth Principal Meridian bounded and described as follows:


 


Beginning at the
intersection of the southwesterly line of Main Street SE with the northwesterly
line of Sixth Avenue SE; thence northwesterly along said southwesterly line of
Main Street SE to the center line of Fifth Avenue SE if said centerline were
extended southwesterly toward the Mississippi River; thence southwesterly along
said extended centerline of Fifth Avenue SE 12 feet; thence southeasterly on a
line parallel with and distant 12 feet southwesterly of the southwesterly line
of Main Street SE to the northwesterly line of Sixth Avenue SE; thence
northeasterly along said northwesterly line of Sixth Avenue SE to the point of
beginning;


 


AND EXCEPT,


 


That part of
Government Lot 4 in Section 23, Township 29 North, Range 24 West of the
Fourth Principal Meridian bounded and described as follows:


 


Lot 15, Auditor’s
Subdivision Number 44, City of Minneapolis, County of Hennepin, except that
part thereof described as follows: 
Commencing at a point on the southerly right-of-way line of the Great
Northern Railway Company (formerly Minneapolis Union Railway Company) which is
10 feet, more or less, west of the west line of Sixth Avenue SE; thence in a
southeasterly direction along the chain link fence a distance of 36 feet, more
or less, to a point of intersection with the west line of Sixth Avenue SE; thence
in a westerly direction a distance of 122 feet, more or less, to a point of
intersection with the southerly right-of-way line of the Great Northern Railway
Company (formerly Minneapolis Union Railway Company); thence easterly along
said southerly right-of-way line a distance of 133.71 feet, to the point of
beginning.


 


2.                           Those certain Saw Mill Sites situated in Section Twenty-three
(23), Township Twenty-nine (29) North, Range Twenty-four (24) West of the
fourth principal Meridian, designated as Saw Mill Sites Numbers Six (6), Seven (7) and
Eight (8), as described in a certain deed of conveyance by W.W. Eastman and
Susan R. Eastman, husband and wife, to the St. Anthony


 


B-10

















 


Falls
Water Power Company dated the 15th day of May 1880, and filed in the
office of the Register of Deeds in and for Hennepin County, State of Minnesota,
in Book 85 of Deeds, on page 566. 
Excepting therefrom  that certain
piece or parcel of land, with appurtenances, being a part of Saw Mill Site no.
6 as specified and described in a deed dated November 23, 1878, by and
between Frederick Butterfield and wife to W. W. Eastman, et al., and recorded
in the office of the Register of Deeds in and for Hennepin County, State of
Minnesota, in Book 73 of Deeds, on pages 464 to 470, inclusive.


 


3.                           Government Lot Five (5) in Section Twenty-three
(23), Township Twenty-nine (29) North, Range Twenty-four (24) West of the
fourth principal Meridian, otherwise known as Hennepin Island, lying in the
Mississippi River, excepting therefrom a tract of land situated near the center
of said Lot Five (5), and near the Westerly side thereof, and being the site of
the stone building known as the East Side Pumping Station of the City of
Minneapolis, said tract being the same deeded by Averill, Russell and
Carpenter, by deed dated July 9th, 1883, and recorded in the Office of the
Register of Deeds for the County of Hennepin and State of Minnesota, in Book
132 of Deeds on page 18.  Also
excepting therefrom the right of way of the Great Northern Railway Company
(formerly Minneapolis Union Railway Company), heretofore granted by the St.
Anthony Falls Water Power Company to the said Minneapolis Union Railway
Company, by deed dated September 18th, 1882, and filed for record in the
office of the Register of Deeds in and for Hennepin County, State of Minnesota,
in Book 390 of Deeds on page 170. 
Also excepting therefrom a tract of land described in a certain deed of
conveyance under date of December 29, 1954, between St. Anthony Falls
Water Power Company and the Regents of the University of Minnesota and filed
for record in the office of the Register of Deeds in and for Hennepin County,
State of Minnesota, on the 29th day of December, 1954, in Book 2029 of Deeds, page 244.  Otherwise described as a part of Lot
Twenty-three (23), Auditor’s Subdivision Number 44, Hennepin County, Minnesota.


 


EXCEPT,


 


All that part of
Government Lot 5, Section 23, Township 29 North, Range 24 West of the
Fourth Principal Meridian; otherwise known as Lot 23, Auditor’s Subdivision
Number 44 also otherwise known as Hennepin Island in the Mississippi River;
which lies easterly of Third Avenue SE and southerly of the southwesterly bank
of the East Channel of the Mississippi River and northerly of the following
described line:


 


Beginning at a
point on the southeasterly right-of-way line of Third Avenue SE, distant 310.60
feet southwesterly of the southwesterly right-of-way line of Main Street SE;
thence south 41°38’30” East (assuming that the southeasterly line of Third
Avenue SE is bearing south 29°52’20” west) a distance of 41.94 feet; thence
north 43°13’59” east a distance of 18.28 feet; thence south 48°13’38” east a
distance of 78.59 feet; thence south 26°45’35” west a distance of 22.04 feet;
thence south 11°28’36” east a distance of 28.36 feet to the northerly edge of
the ice sluice as presently constructed; thence north 71°55’38” east along the
northerly edge of the ice sluice a distance of 49.87 feet; thence north
58°06’53” east along the northerly edge of the ice sluice a distance of 64.87
feet; thence south 55°14’24” east along the northerly edge of the ice sluice
channel a distance of 74.78 feet; thence south 85°09’07” east along the
northerly edge


 


B-11

















 


of the ice sluice
channel a distance of 40.70 feet; thence south 58°26’31” east along the
northerly edge of the ice sluice channel a distance of 32.33 feet; thence south
87°42’01” east along the northerly edge of the ice sluice channel a distance of
47 feet, more or less, to the southwesterly line of the East Channel of the
Mississippi River and there terminating.


 


AND EXCEPT,


 


All that part of
Government Lots 3 and 5 of Section 23, Township 29 North, Range 24 West,
together with all accretions and relictions thereto described as follows,
to-wit:


 


Beginning at a
point in the southeasterly line of Third Avenue SE distant 248.50 feet
southwesterly from the southwesterly line of Main Street SE; thence south
60°10’37” east a distance of 30.06 feet; thence south 77°30’36” east a distance
of 170.61 feet; thence south 50°38’27” east a distance of 75.34 feet;  thence south 42°02’26” east a distance of
72.64 feet; thence north 50°04’21” east a distance of 16.51 feet; thence south
58°56’02” east a distance of 33 feet; thence northerly to a point said point
being 367.05 feet southeasterly of the southeasterly line of Third Avenue SE
and 179.0 feet southwesterly of the southwesterly line of Main Street SE;
thence northwesterly on a line parallel with and 179 feet southwesterly of the
southeasterly line of Main Street SE a distance of 367.05 feet to the
southeasterly line of Third Avenue SE; thence southwesterly to the
southeasterly line of Third Avenue SE to the point of beginning and there
terminating.


 


4.                           That part of Government Lot Three (3) in
Section Twenty-three (23), Township Twenty-nine (29) North, Range
Twenty-four (24) West of the fourth principal Meridian bounded and described as
follows:


 


Beginning at the
intersection of the Southwesterly line of Main Street South East in the City of
Minneapolis, Minnesota, by the center line of Third Avenue South East in said
City; thence Northwesterly along said Southwesterly line of Main Street South
East to the Northwesterly line, extended Southwesterly, of Second Avenue South
East in said City; thence Southwesterly along said Northwesterly line of Second
Avenue South East extended, twelve (12) feet; thence at right angles
Southeasterly on a line parallel with and twelve (12) feet distant
Southwesterly measured at right angles from said Southwesterly line of Main
Street South East to said center line of Third Avenue South East; thence
Northeasterly along said center line of Third Avenue South East to the point of
beginning, subject to the public easement in that part of the above described
land lying in Third Avenue South East; excepting that portion thereof described
in a certain deed of conveyance under date of June 1, 1939, between St.
Anthony Falls Water Power Company and The Minneapolis General Electric Company
and filed for record in the office of the Register of Deeds in and for Hennepin
County, State of Minnesota, on the 6th day of September, 1939, in Book 1459 of
Deeds, page 179.


 


5.                           All that certain Island known as
“Cataract Island” in the Mississippi River, within the City of Minneapolis,
Hennepin County, and State of Minnesota, otherwise described as 


 


B-12

















 


Government
Lot Seven (7) in Section Twenty-three (23) in Township Twenty-nine
(29) North, Range Twenty-four (24) West of the fourth principal Meridian,
together with the natural and artificial accretions to said Island. Otherwise
described as Lots Nineteen (19) and Twenty (20), Auditor’s Subdivision Number
44, Hennepin County, Minnesota.


 


SHERBURNE
COUNTY


 


Supplemental Trust Indenture
dated August 1, 2000, filed in the Office of the Sherburne County Recorder
on August 22, 2000 as Doc. No. 419187


 


Sherco Plant Site, now referred to as Sherco
Generating Plant
(Abstract portion only)


 


1.                         The West Half of the Northwest Quarter
(W1⁄2 of NW1⁄4) of Section Seven (7), Township Thirty-three (33), Range
Twenty-eight (28).


 


2.                         The SW1⁄4 of Section 6, Township 33
North, Range 28 West.


 


3.                         The Northeast Quarter of the Northwest
Quarter, Section 7, Township 33, Range 28.


 


4.                         The SE1⁄4 of the NW1⁄4, Section 7,
Township 33 North, Range 28 West.


 


5.                         The SW1⁄4 of the SE1⁄4 of Section 31,
Township 34 North, Range 28 West, lying Southwesterly of the Railroad.


 


6.                         The East Half of the NE1⁄4 lying
Southwesterly of the centerline of the Railroad, subject to the Railroad, and
the East Half of the SE1⁄4, all in Section 36, Township 34 North, Range 29
West.


 


7.                         The W1⁄2 of the SE1⁄4; and the NE1⁄4 of the SE1⁄4
of Section 35, Township 34 North, Range 29 West.


 


8.                         Lot 3, Section 2, Township 33 North,
Range 29 West, except that part of said Government Lot 3, which lies southerly
of the centerline of the Town Road (formerly Military Road) which said
centerline is described as follows: Beginning at a point on the west line of
said Lot 3, 697.5 feet south of the quarter-section corner on the north side of
said Section, said point being at the intersection of the center line of the
highway, known as the Military Road, with the west line of said Lot 3; thence
along the center line of said highway South 67 degrees 3 minutes East 443 feet;
thence South 59 degrees 17 minutes East 477.6 feet; thence South 63 degrees
East 137 feet to a point on the south line of said Lot 3, a distance of 400
feet west of the southeast corner of said Lot 3, and said line there
terminating.


 


9.                         Government Lot 1, Section 2,
Township 33 North, Range 29 West.


 


10.                   Government Lot 2, Section 2,
Township 33, Range 29 and all of the SW1⁄4 of Section 35, Township 34, Range
29 consisting of Government Lot 1, the SE1⁄4 of the SW1⁄4 and the N1⁄2 of the SW1⁄4.


 


B-13

















 


11.                   The N1⁄2 of Section 35, Township 34,
Range 29, except the north 440 feet of the W1⁄2 of the NE1⁄4 of said Section 35.


 


12.                   That part of the NW1⁄4, Section 31,
Township 34 North, Range 28 West lying Southwesterly of the Railroad.


 


13.                   Beginning at the Northwest corner of the
NE1⁄4 of Section 35, Township 34 North, Range 29 West; thence North 89
degrees 07 minutes 33 seconds East along the North line of said NE1⁄4 of Section 35
(assumed bearing) a distance of 495.01 feet; thence South 00 degrees 10 minutes
53 seconds West a distance of 440.07 feet to the South line of the North 440
feet of the NW1⁄4 of the NE1⁄4; thence South 89 degrees 07 minutes 33 seconds West
a distance of 495.02 feet to the West line of the NE1⁄4 of Section 35; thence
North 00 degrees 10 minutes 53 seconds East along said West line to the point
of beginning, and there terminating. 
Subject to easements of record. 
Said land contains 5.00 acres; and


 


Commencing at the
Northwest corner of the NE1⁄4 of Section 35, Township 34 North, Range 29
West; thence North 89 degrees 07 minutes 33 seconds East along the North line
of said NE1⁄4 of Section 35 (assumed bearing) a distance of 819.97 feet to
the point of beginning of the land to be described; thence continuing North 89
degrees 07 minutes 33 seconds East a distance of 497.96 feet to the East line
of the NW1⁄4 of the NE1⁄4 of said Section 35; thence South 00 degrees 11
minutes 30 seconds West along the East line of said NW1⁄4 of the NE1⁄4 a distance
of 440.07 feet to the South line of the North 440 feet thereof; thence South 89
degrees 07 minutes 33 seconds West a distance of 495.00 feet; thence North 00
degrees 11 minutes 31 seconds East a distance of 440.07 feet to the point of
beginning and there terminating.  Subject
to easements of record.  Said land
contains 5.00 acres.


 


14.                   The NW1⁄4 of Section 6, Township 33,
Range 28 and that part of the SW1⁄4 of Section 31, Township 34, Range 28
lying Southwesterly of the BN Railroad, except:


 


Those parts
thereof contained within the plats of Energy Park and Becker Truss;


 


And, also except
the South 850 feet of the East 2575 feet of the Northwest Quarter of Section 6,
Township 33 North, Range 28 West;


 


And, also except
that part thereof contained within the following described parcel: All that part
of the North Half of the Northwest Quarter of Section 6, Township 33
North, Range 28 West, and of the Southwest Quarter of Section 31, Township
34 North, Range 28 West, which lies within 50 feet on each side of the
following described centerline: Commencing at the southeast corner of said
Southwest Quarter of Section 31; thence North 00 degrees 24 minutes 43
seconds East along the east line of said Southwest Quarter for 579.44 feet to
intersect the southwesterly line of the right-of-way of the Burlington Northern, Inc.,
railway; thence North 48 degrees 14 minutes 39 seconds West along said railroad
right-of-way for 214.41 feet to intersect the centerline of the road known as
the NSP Plant Access Road, which is the centerline to be hereby described;
thence South 41 degrees 47 minutes 27 seconds West along said centerline for
837.92 feet; thence continue Southwesterly along said centerline being a
tangential


 


B-14

















 


curve concave to
the northwest, radius 572.96 feet, for a central angle of 46 degrees 32 minutes
52 seconds and length 465.48 feet; thence South 88 degrees 20 minutes 14
seconds West along said centerline and tangent to said curve for 834.09 feet to
intersect with, and terminate said centerline, at the southerly extension of
the west line of the east 640.00 feet, as measured at right angles, of the
Southwest Quarter of said Southwest Quarter of said Section 31.


 


15.                   All that part of the vacated road with
the dimensions of 50 feet in width and 330 feet in length described as follows:
Commencing at the southeast corner of the Southwest Quarter, Section 31,
Township 34, Range 28; thence North 00 degrees 24 minutes 43 seconds East along
the east line of said Southwest Quarter for 579.44 feet to intersect the
southwesterly line of the right of way of the Burlington Northern, Inc.,
Railway; thence North 48 degrees 14 minutes 39 seconds West along said railroad
right of way 214.41 feet to intersect with the former centerline of the vacated
road known as Industrial Boulevard a/k/a Sherburne Avenue a/k/a NSP Plant
Access Road, which is the point of beginning of the tract to be described;
thence South 41 degrees 47 minutes 27 seconds West a distance of 330 feet to a
point; thence South 48 degrees 14 minutes 39 seconds East 50 feet to a point;
thence North 41 degrees 47 minutes 27 seconds East for a distance of 330 feet
to a point; thence North 48 degrees 14 minutes 39 Seconds West 50 feet to the
point of beginning.


 


WASHINGTON
COUNTY


 


Supplemental Trust Indenture
dated August 1, 2000, filed in the Office of the Washington County
Recorder on August 28, 2000 as Doc. No. 3118519


 


Alan S. King Generating
Plant (Abstract portion)


 


1.                         All that part of the Northwest Quarter of
the Northwest Quarter (NW 1⁄4 of the NW 1⁄4) of Section Three (3), in Township
Twenty-nine (29) North, of Range Twenty (20) West of the Fourth Meridian,
described as follows, to-wit:


 


Beginning at an
iron monument set at the intersection of the Southerly right-of-way line of
Minnesota State Highway 212 with a line drawn parallel to and Three Hundred
Seventy-nine and Two-tenths (379.2) feet East of the West line of said tract,
and running thence South along said parallel line One Hundred (100) feet to an
iron monument; thence Easterly on a straight line to an iron monument; said
monument being set on a line drawn parallel to and Five Hundred Ninety-seven
(597) feet East of said West line of said tract, at a point One Hundred (100)
feet South of the intersection of said parallel line with said Southerly right-of-way
line of said highway; thence North along said parallel line just described One
Hundred (100) feet to an iron monument set on said Southerly right-of-way line
of said highway; thence Westerly along said right of way line to the point of
beginning, containing Five-tenths (0.5) acres, more or less, according to the
United States Government Survey thereof.


 


2.                         Lots One (1) and Two (2) in
Block Nine (9) of Oak Park Addition, together with that portion of vacated
Third Street pursuant to Document No. 272275.


 


B-15

















 


3.                         That part of the Northwest Quarter of the
Northwest Quarter (NW 1⁄4 of NW 1⁄4) of Section Three (3), Township
Twenty-nine (29) North, Range Twenty (20) West, described as follows:


 


Beginning at the Southeast
corner of said tract and running thence North along the East line thereof Ten (10) chains
and Fifty (50) links, more or less, to the limits of the right of way of the
St. Paul, Stillwater and Taylors Falls Railroad; thence Southerly along the
Southeast line of said Railroad limits to the South line of said tract; thence
Easterly along the South line of said tract Eleven (11) chains and Nineteen
(19) links to the place of beginning; containing seven and two-thirds (7 2/3)
acres, more or less.


 


Red Rock Service Center (Abstract
portion only)


 


1.                         All that part of the Northeast quarter of
the Northeast quarter (NE 1⁄4 of NE 1⁄4) of Section Twenty-six (26), Township
Twenty-eight (28), Range Twenty-two (22), lying Westerly of the right of way of
the Chicago, Milwaukee, St. Paul & Pacific Railway Company.


 


EXCEPTING:


 


All that part of
the NE 1⁄4 of the NE 1⁄4 of Section 26, Township 28, Range 22, lying Westerly
of the right of way of the Chicago, Milwaukee, St. Paul and Pacific Railway
Company, described as follows:


 


Beginning at the
Northwest corner of said NE 1⁄4 of the NE 1⁄4; thence running South on the West
line of said NE 1⁄4 of the NE 1⁄4 a distance of 620 feet; thence running north 83°
34’ East a distance of 54.13 feet; thence running North 76° 44’ East to the
Westerly right of way line of the Chicago, Milwaukee, St. Paul and Pacific
Railway Company; thence Northwesterly on said Westerly right of way line to the
North line of said NE 1⁄4 of the NE 1⁄4; thence Westerly on the North line of said
NE 1⁄4 of the NE 1⁄4 to the point of beginning.


 


PROPERTIES
IN THE STATE OF MINNESOTA


 


TORRENS
PROPERTY


 


WASHINGTON
COUNTY


 


Supplemental Trust Indenture
dated August 1, 2000, filed in the Office of the Registrar of Titles for
Washington County on August 28, 2000 as Doc. No. 1093313


 


Alan S. King Generating
Plant (Torrens portion)


 


1.                                       Certificate No. 49917


 


Lots Five (5), Six (6),
Seven (7), Eight (8), Nine (9), Ten (10), Eleven (11) and Twelve (12), Block
Eleven (11), of OAK PARK, as surveyed and platted and now on file and of record
in the office of the Registrar of Titles of Washington County, Minnesota.


 


B-16
















 


2.             Certificate No. 49912


 


Lots One (1), Two (2), Three
(3), Four (4), Thirteen (13), Fourteen (14), Fifteen (15), and Sixteen (16),
Block Eleven (11), OAK PARK, as surveyed and platted and now on file and of
record.


 


3.             Certificate No. 49732


 


Lots Nine (9) and Ten
(10), Block Eight (8) of OAK PARK, as surveyed and platted and now on file
and of record, and all that part of Fourth Street (now vacated) lying West of
Lots Nine (9) and Ten (10).


 


4.             Certificate No. 49729


 


Lots Five (5), Six (6),
Seven (7), and Eight (8), Block Twelve (12), OAK PARK as surveyed and platted
and now on file and of record.


 


5.             Certificate No. 49652


 


All that part NW1⁄4  of NW1⁄4 
of Sec. 3, Tp. 29, Rge. 20, Elfelt’s Addition, and Oak Park Addition, as
now on file and of record in the office of the Register of Deeds, in and for
the County of Washington, State of Minnesota, described as follows:


 


Commence at the NW corner of
Sec. 3, Tp. 29, Rge. 20, Washington County, Minnesota; thence South along the
West line of said Sec. 3 for 45.25 feet to its intersection with the S’ly line
right of way of Minnesota Highway No. 212 as now located and traveled,
said point of intersection being the point of beginning of this description;
thence continuing South along said West line of Sec. 3 for 1137.0 feet to the
SW corner of NW1⁄4 of NW1⁄4  of said Sec. 3;
thence E. along the South line of said NW1⁄4 
of NW1⁄4 for 603.0 feet to its intersection with E’ly right of way line of
abandoned Chicago, St. Paul, Minneapolis and Omaha Railway Co.; thence NE’ly
along said E’ly right of way line for 1030 feet more or less to its
intersection with the E. line of said NW1⁄4 of NW1⁄4; thence South  along said E. line of NW1⁄4 of NW1⁄4 for 13.2
feet to its intersection with the South line of Block No. 10 of Oak Park
Addition extended W’ly; thence E. along said extended South line, and South
line of Block No. 10, and across now vacated 4th Street and South line of
Lot 16 of Block No. 9 of said Oak Park Addition for 490.0 feet to the SE
corner of said Lot No. 16 of Block No. 9; thence North along the E.
line of Lots No. 16 and 15 of said Block No. 9 for 75.0’ to the NE
corner of said Lot No. 15 of Block No. 9; thence East across now
vacated alley and South line of Lot No. 3 of said Block No. 9 for
96.3’ to its intersection with the W’ly line of South Avenue also known as
County Highway No. 23 as now located and traveled; thence NW’ly along said
W’ly line of South Avenue also known as County Highway No. 23 for 689 feet
to its intersection with North line of Block No. 15 of Elfelt’s Addition;
thence West along said North line of Block No. 15 and across now vacated
5th Street and North line of Block No. 16 of said Elfelt’s Addition for
505.6’ to the NW corner of said Block No. 16; thence South along the W’ly
line of said Block No 16 for 37.5 feet to its intersection with the S’ly right
of way line of Minnesota Highway No 212; thence W’ly along said S’ly right of
way line of Minnesota Highway No. 212 to its intersection with the center
line of now vacated 6th Street; thence South along said center line of now
vacated 6th Street to its intersection with the North line of said NW1⁄4  of NW1⁄4 
of Sec. 3; thence West along said North line of NW1⁄4  of 


 


B-17

















 


NW1⁄4  of Sec. 3 for 165 feet to its intersection
with the S’ly line of said Minnesota Highway No. 212; thence continuing
West along said North line of NW1⁄4 of NW1⁄4 and the S’ly right of way line of
Minnesota Highway No. 212 for 135’ +/- to a point where said right of way
deviates from said section line to the Southwest; thence SW’ly along said right
of way of Minnesota Highway No. 212 for 105 feet more or less to its
intersection with a line drawn parallel with and 597 feet E. of the west line
of NW1⁄4 of NW1⁄4 of Sec. 3; thence South along said parallel line and 597 feet E.
of the West line of NW1⁄4 of NW1⁄4 for 100 feet; thence W’ly on a straight line to
an iron pipe, said iron pipe being set on a line drawn parallel to and 379.2’
E. of said West line of NW1⁄4 of NW1⁄4  of
Sec. 3; and 100 feet South of the S’ly right of way line of said Minnesota
Highway No. 212; thence North and parallel with and 379.2’ E. of said West
line of NW1⁄4 of NW1⁄4 for 100’ to its intersection with said S’ly line of
Minnesota Highway No. 212; thence W’ly along said S’ly right of way line
of Minnesota Highway No. 212 for 149.2 feet more or less to a point which
is 230 feet East of said West line of NW1⁄4 of NW1⁄4; thence North at right angles
for 17 feet along said right of way line of Minnesota Highway No. 212;
thence W’ly along said S’ly right of way line of Minnesota Highway No. 212
for 30 feet; thence South at right angles for 100 feet; thence West and
parallel with said S’ly right of way line of Minnesota Highway No. 212 for
100 feet; thence North at right angles for 100’ to its intersection with said S’ly
right of way line of Minnesota Highway No. 212; thence W’ly along said S’ly
right of way line of Minnesota Highway No. 212 for 100 feet to its point
of beginning.


 


EXCEPTING therefrom the
tract described as follows, to-wit:


 


All that part of the
Northwest Quarter of the Northwest Quarter (NW1⁄4 of NW1⁄4) of Section Three
(3), Township Twenty-nine (29) North, Range Twenty (20) West, as follows:


 


Commencing at a point on the
Southerly right-of-way line of Minn. T.H. #212, 75 feet East of the West line
of said Section 3, Township 29 North, Range 20 West; thence South and
perpendicular to said right-of-way line 115 feet; thence East and parallel to
said right-of-way line 140 feet; thence North at right angles to the last
described line 115 feet to a point on the Southerly right-of-way line of said
T.H. #212; thence West along said Southerly right-of-way line 15 feet; thence
South at right angles to said right-of-way line 100 feet; thence West and
parallel to said right-of-way line 100 feet; thence North at right angles to
said last described line 100 feet to a point on the Southerly right-of-way line
of said T.H. #212; thence West along said right-of-way line 25 feet to the
point of beginning of this description


 


ALSO EXCEPT


 


All that part of NW1⁄4 of NW1⁄4
of Section 3, Township 29, Range 20, as follows:


 


Commencing at a point on the
Southerly right-of-way line of Minnesota T.H. #212, 75 feet East of the West
line of Section 3, Township 29, Range 20; thence South and perpendicular
to said right-of-way line (115 feet; thence West and parallel to said
right-of-way line) 75 feet to the West line of said Section 3 ; thence
North 115 feet along the West line of said Section 3 to a point on the
Southerly right-of-way line of said T.H. #212; thence East along said Southerly
right-of-way line 75 feet to the point of beginning of this description.


 


B-18

















 


ALSO EXCEPT


 


That part of the Northwest
Quarter of the Northwest Quarter of Section 3, Township 29, North, Range
20 West, Lots 1 through 8, Block 16, Lots 1 through 7, Block 15, and all in
Elfelt’s Addition to Oak Park, Lots 1 through 8, Block 13, Lots 6 through 8,
Block 14, Lots 4 through 12, Block 10, Lots 3 through 6 and Lots 9 through 14,
Block 9, all in Oak Park, including all streets accruing thereto, shown as
Parcel 63A on Minnesota Department of Transportation Right of Way Plat Numbered
82-77 as the same is on file and of record in the office of the Registrar of
Titles in and for Washington County, Minnesota. 
Subject to an exception and reservation of all minerals and mineral
rights by the State of Minnesota, in trust for itself and the taxing districts
concerned interested in said land as provided by law for the following
parcels:  Lot 9, Block 9, of Oak Park,
Lots 10, 11, and 12 and that part of Lot 5 lying N. of RR, Block 10 of Oak Park
and Lot 1, Block 15 of Elfelt’s Addition.


 


6.             Certificate No. 49650


 


TRACT “A”,


 


That part of  the SW1⁄4 of the NE1⁄4 of Section 3, and
that part of the SE1⁄4  of the NE1⁄4  of said Section 3, Township 29 North,
Range 20 West, Washington County, Minnesota, lying northeasterly of the
northeasterly right-of-way line of Minnesota Highway No. 95 and lying
southwesterly of the southwesterly right-of-way line of the Chicago, St. Paul,
Minneapolis and Omaha Railroad.  The
boundaries of the above described parcel have been judicially determined.


 


AND


 


TRACT “B”,


 


That part of Government Lots
2 and 3 in Section 2, Township 29 North, Range 20 West; and also, that
part of the NE1⁄4  of Section 3,
Township 29 North, Range 20 West, and also, that part of Government Lot 5 in Section 34,
Township 30 North, Range 20 West, Washington County, Minnesota.  All to be described as follows:  (NOTE: BASIS OF BEARINGS for this description
is the South line of Government Lot 2, Section 2, Township 29 North, Range
20 West being North 88 degrees 48 minutes, 16 seconds East)


 


Beginning at an iron
monument (found 4 inch well casing) at the Southeast corner of the SE1⁄4  of the NE1⁄4 
of Section 3, Township 29 North, Range 20 West; thence West along
the South line of said SE1⁄4  of the NE1⁄4 of
Section 3 on a bearing of South 88 degrees 47 minutes, 45 seconds West a
distance of 333.03 feet to the Northeasterly right-of-way line of the Chicago,
St. Paul, and Minneapolis and Omaha Railroad; thence North 38 degrees 03
minutes 13 seconds West along the Northeasterly right-of-way line of said
railroad a distance of 3523.33 feet (to an aluminum cap monument stamped JLM
RLS #15835); thence continuing along said railroad right-of-way on a tangential
curve, concave to the Northeast having a central angle of 6 degrees 51 minutes
52 seconds, a radius of 3057.16 feet, a chord bearing of North 34 degrees 37
minutes 17 seconds, West with a chord distance of 366.05 feet to the South line
of the North 700.00 feet of Government Lot 5 in Section 34, Township 30
North, Range 20 West (set an aluminum cap stamped JLM RLS #15835); thence North
88 degrees 47 minutes 54 seconds East along said South line of the North 700.00
feet of said Government Lot 5 for a distance of 440.23 feet to its intersection
with the southwesterly right-of-way of the former Chicago, Milwaukee St. Paul
and 


 


B-19

















 


Pacific Railway Company,
thence along said Railway right-of-way southeasterly on a concave curve to the
Northeast, having a central angle of 01 degrees 28 minutes 21 seconds, a radius
of 5779.65 feet, a chord bearing of South 30 degrees 27 minutes 20 seconds East
with a chord  distance of 148.53 feet to
an aluminum cap stamped JLM RLS #15835, thence North 58 degrees 48 minutes 30
seconds East radial to said curve a distance of 105.60 feet to the southeast
corner of the property described in Book 303 of Deeds, page 772 in the
Washington County Recorders office (found brass cap in concrete); thence North
01 degrees 12 minutes 06 seconds West along the east line of said last
described deed a distance of 0.50  feet
to an aluminum cap stamped JLM RLS #15835 said point also being the
southwesterly corner of a tract of land recorded as Document No. 629805
at  the Washington County Recorders
office; thence North 58 degrees 48 minutes 30 seconds East along the southerly
line of said Document No. 629805 a distance of 157.02 feet to an aluminum
cap stamped JLM RLS #15835; thence North 01 degrees 12 minutes 06 seconds West
along the East line of said Document No. 629805 a distance of 597.81 feet
to an aluminum cap stamped JLM RLS #15835, said point also being 100.00 feet
South of the North line of Government Lot 5, in Section 34, Township 30
North, Range 20 West; thence on a line 100.00 feet South of and parallel to
said North line of Government Lot 5 having a 
bearing of North 88 degrees 47 minutes 54 seconds East to the shoreline
of Lake St. Croix; thence Southeasterly along said shoreline of Lake St. Croix
to its intersection with the South line of Government Lot 3 in Section 2,
Township 29 North, Range 20 West; thence Westerly along the south line of said
Government Lot 3 on a bearing of South 88 degrees 48 minutes 16 seconds West a
distance of 1683.27 feet, to a monument (found a 4 inch well casing) at the
Southwest corner of said Government Lot 3, in Section 2; thence Westerly
along the South line of Government Lot 2 in Section 2 on a bearing of
South 88 degrees 48 minutes 16 seconds West a distance of 1320.00 feet to the
point of beginning.


 


EXCEPT:


 


That part of the Northwest
Quarter of the Northeast Quarter and Government Lot 1, both in Section 3,
Township 29 North, Range 20 West and Government Lot 5 of Section 34,
Township 30 North, Range 20 West, as shown as Parcel 63B on Minnesota
Department of Transportation Right of Way Plat Numbered 82-78 as the same is on
file and of record in the office of the Registrar of Titles in and for
Washington County, Minnesota.


 


EXCEPT:


 


That part of the South Half
of the Northeast Quarter of Section 3, Township 29 North; Range 20 West,
shown as Parcel 63C on Minnesota Department of Transportation Right of Way Plat
Numbered 82-79 as the same is on file and of record in the office of the
Registrar of Titles in and for Washington County, Minnesota.


 


PROPERTIES
IN THE STATE OF SOUTH DAKOTA


 


MINNEHAHA
COUNTY


 


Supplemental Trust Indenture
dated August 1, 2000, filed with the Office of the Secretary of State of
South Dakota on October 5, 2000 as Doc. No. 002791003825.


 


Sioux Falls Office &
Service Center


 


B-20

















 


Lots 1 and 2 of Northern States Power Company
Subdivision of part of Block 45 of Airport Addition to the City of Sioux Falls,
Minnehaha County, South Dakota, according to the recorded plat thereof, except
Lot H-1 contained therein.


 


B-21

















 


This instrument was drafted by Northern States Power
Company, 414 Nicollet Mall, Minneapolis, Minnesota 55401.


 


Tax statements for the real property described in this
instrument should be sent to Northern States Power Company, 414 Nicollet Mall,
Minneapolis, Minnesota 55401.


 


Return recorded document(s) to David W. Hughes,
Xcel Energy, 414 Nicollet Mall (MP-8), Minneapolis, Minnesota 55401.