Exhibit 4(b)(3)


 


FORM OF

SUPPLEMENTAL INDENTURE NO. [      ]


 


FROM


 


NORTHERN STATES POWER COMPANY

(A WISCONSIN CORPORATION)


 


TO


 


U.S. BANK NATIONAL ASSOCIATION


 


 


TRUSTEE


 


 


DATED AS OF

[                          ]


 


SUPPLEMENTAL TO INDENTURE

DATED AS OF SEPTEMBER 1, 2000


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PARTIES

  	
   

  	
   

  	
   

  	
  1

  
	
  RECITALS

  	
   

  	
   

  	
   

  	
  1

  
	
  ARTICLE I

  	
   

  	
  RELATION TO INDENTURE;
  DEFINITIONS

  	
   

  	
  1

  
	
   

  	
  Section 1.01

  	
   

  	
  Integral Part of Indenture

  	
   

  	
  1

  
	
   

  	
  Section 1.02

  	
   

  	
   

  	
   

  	
  2

  
	
   

  	
  (a)

  	
   

  	
   

  	
  Definitions

  	
   

  	
  2

  
	
   

  	
  (b)

  	
   

  	
   

  	
  References to Articles and
  Sections

  	
   

  	
  2

  
	
   

  	
  (c)

  	
   

  	
   

  	
  Terms Relating to the
  Supplemental Indenture

  	
   

  	
  2

  
	
  ARTICLE II

  	
   

  	
  [              ]%
  SENIOR NOTES, SERIES DUE
  [              ]

  	
   

  	
  2

  
	
   

  	
  Section 2.01

  	
   

  	
  Designation and Principal
  Amount

  	
   

  	
  2

  
	
   

  	
  Section 2.02

  	
   

  	
  Stated Maturity Date

  	
   

  	
  2

  
	
   

  	
  Section 2.03

  	
   

  	
  Interest Payment Dates

  	
   

  	
  2

  
	
   

  	
  Section 2.04

  	
   

  	
  Office for Payment

  	
   

  	
  2

  
	
   

  	
  Section 2.05

  	
   

  	
  Redemption Provisions

  	
   

  	
  2

  
	
   

  	
  Section 2.06

  	
   

  	
  [Repurchase at Option of
  Holder]

  	
   

  	
  3

  
	
   

  	
  Section 2.07

  	
   

  	
  Authorized Denominations

  	
   

  	
  3

  
	
   

  	
  Section 2.08

  	
   

  	
  Unsecured Obligations

  	
   

  	
  3

  
	
   

  	
  Section 2.09

  	
   

  	
  Form of Notes

  	
   

  	
  3

  
	
  ARTICLE III

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  4

  
	
   

  	
  Section 3.01

  	
   

  	
  Recitals of Fact

  	
   

  	
  4

  
	
   

  	
  Section 3.02

  	
   

  	
  Supplemental Indenture to
  be Construed as Part of the Indenture

  	
   

  	
  4

  
	
   

  	
  Section 3.03

  	
   

  	
   

  	
   

  	
  4

  
	
   

  	
  (a)

  	
   

  	
   

  	
  Trust Indenture Act to
  Control

  	
   

  	
  4

  
	
   

  	
  (b)

  	
   

  	
   

  	
  Severability

  	
   

  	
  4

  
	
   

  	
  Section 3.04

  	
   

  	
  Successors and Assigns

  	
   

  	
  4

  
	
   

  	
  Section 3.05

  	
   

  	
   

  	
   

  	
  4

  
	
   

  	
  (a)

  	
   

  	
   

  	
  Counterparts

  	
   

  	
  4

  
	
   

  	
  (b)

  	
   

  	
   

  	
  Captions

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A -
  Form of
  [            ]%
  Senior Notes, Series due
  [            ]

  	
   

  	
   

  



 


i

















 


SUPPLEMENTAL INDENTURE No.
[      ], made as of the
[              ]
day of
[                                ],
by and between NORTHERN STATES POWER COMPANY, a corporation duly organized and
existing under the laws of the State of Wisconsin (the “Company”), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association organized and
existing under the laws of the United States, as successor trustee (the “Trustee”):


 


WITNESSETH:


 


WHEREAS, the Company has heretofore executed
and delivered its Indenture (hereinafter referred to as the “Indenture”), made
as of September 1, 2000;


 


WHEREAS, the Company has heretofore executed
and delivered a Supplemental Indenture No. 1 (“Supplemental Indenture No. 1”),
made as of September 15, 2000, which created a series of Securities designated “7.64%
Senior Notes, Series due 2008”;


 


WHEREAS, Section 2.5 of the Indenture
provides that Securities shall be issued in series and that a Company Order
shall specify the terms of each series;


 


WHEREAS, the Company has this day delivered a
Company Order setting forth the terms of a series of Securities designated “[          ]%
Senior Notes, Series due
[              ]”
(hereinafter sometimes referred to as the “Notes due
[              ]”);


 


WHEREAS, Section 12.1 of the Indenture
provides that the Company and the Trustee may enter into indentures
supplemental thereto for the purposes, among others, of establishing the form
of Securities or establishing or reflecting any terms of any Security and
adding to the covenants of the Company; and


 


WHEREAS, the execution and delivery of this
Supplemental Indenture No. [      ] (herein, this
“Supplemental Indenture”) have been duly authorized by a resolution adopted by
the Board of Directors of the Company.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


That in order to set forth the terms and
conditions upon which the Notes due
[              ]
are, and are to be, authenticated, issued and delivered, and in consideration
of the premises of the purchase and acceptance of the Notes due
[              ]
by the Holders thereof and the sum of one dollar ($1.00) duly paid to it by the
Trustee at the execution of this Supplemental Indenture, the receipt of which
is hereby acknowledged, the Company covenants and agrees with the Trustee for
the equal and proportionate benefit of the respective Holders from time to time
of the Notes due
[              ]
as follows:


 


ARTICLE I

RELATION TO INDENTURE; DEFINITIONS


 


SECTION 1.01       This
Supplemental Indenture constitutes an integral part of the Indenture.


 

















 


SECTION 1.02       For
all purposes of this Supplemental Indenture:


 


(a)           Capitalized terms used herein without
definition shall have the meanings specified in the Indenture;


 


(b)           All references herein to Articles and
Sections, unless otherwise specified, refer to the corresponding Articles and
Sections of this Supplemental Indenture; and


 


(c)           The terms “hereof,” “herein,” “hereby,”
“hereto,” “hereunder” and “herewith” refer to this Supplemental Indenture.


 


ARTICLE II

[              ]%
SENIOR NOTES, SERIES DUE
[              ]


 


SECTION 2.01       There
shall be a series of Securities designated the “[              ]%
Senior Notes, Series due
[              ]”
(the “Notes due
[              ]”).
The Notes due
[              ]
shall be limited to
$[              ]
aggregate principal amount.


 


SECTION 2.02       [Except
as otherwise provided in Section[s] [2.05 and] 2.06 hereof,] the principal
amount of the Notes due
[              ]
shall be payable on the stated maturity date of [              ],
[              ].


 


SECTION 2.03       The
Notes due [              ]
shall be dated their date of authentication as provided in the Indenture and
shall bear interest from their date at the rate of
[              ]%
per annum, payable semi-annually on 
[              ]
and
[              ]
of each year, commencing [              ],
[              ].
If any such interest payment date falls on a day that is not a business day, then
payment of interest will be made on the next succeeding business day (and
without any interest or other payment in respect of any such delay), except
that, if such business day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding business day, in each case
with the same force and effect as if made on such date. Notwithstanding the
definition of “Business Day” contained in the Indenture, for purposes of this
Section 2.03, “business day” means a day other than (1) a Saturday or a Sunday,
(2) a legal holiday or a day on which banking institutions in New York, New
York are authorized or obligated by law or executive order to close, or (3) a
day on which the Corporate Trust Office of the Trustee is closed for business.
The Regular Record Dates with respect to such
[              ]
and [              ]
interest payment dates shall be,
[              ]
and [              ],
respectively. Except as otherwise provided in this Section 2.03, principal and
interest shall be payable to the persons and in the manner provided in Sections
2.4 and 2.12 of the Indenture.


 


SECTION 2.04       The
Notes due
[              ]
shall be payable at the Corporate Trust Office of the Trustee, and at the
offices of such paying agents as the Company may appoint by Company Order in
the future.


 


SECTION 2.05       [The
Company may not redeem the Notes due
[              ]
prior to their stated maturity.] [The Company may redeem the Notes due
[              ]
at any time, in whole or in part, at a redemption price equal [Insert redemption terms]]


 


The Notes due
[              ]
shall not be subject to any sinking fund.


 


2

















 


SECTION 2.06       [The
Notes due
[              ]
will be repayable on
[              ],
at the option of the Holders thereof, at 100% of their principal amount,
together with accrued and unpaid interest to
[              ].
In order for a Note due
[              ]
to be repaid, the Company must receive at the corporate trust office of the
Trustee during the period from and including [              ]
to and including the close of business on
[              ]
(or if [              ]
is not a Business Day, the next succeeding Business Day): (i) a Note due
[              ]
with the form entitled “Option to Elect Repayment” on the Note due
[              ]
duly completed, or (ii) a telegram, telex, facsimile transmission or letter
from a member of a national securities exchange or the Financial Industry
Regulatory Authority or a commercial bank or a trust company in the United
States of America setting forth the name of the Holder of the Note due
[              ],
the principal amount of the Note due
[              ],
the principal amount of the Note due
         to be repaid, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
the Note due
[              ]
to be repaid (with the form entitled “Option to Elect Repayment” on the Note
due
[              ]
duly completed) will be received at the Trustee’s corporate trust office, no
later than five Business Days after the date of such telegram, telex, facsimile
transmission or letter and such Note due [              ]
and form duly completed are received at the Trustee’s office, by such fifth
Business Day. Effective exercise of the repayment option by the Holder of any
Note due
[              ]
shall be irrevocable. No transfer or exchange of any Note due [              ]
(or, in the event that any Note due
[              ]
is to be repaid in part, such portion of the Note due
[              ]
to be repaid) will be permitted after exercise of the repayment option. The
repayment option may be exercised by the Holder of a Note due
[              ]
for less than the entire principal amount of the Note due
[              ],
provided the principal amount which is to be repaid is set forth on the form
entitled “Option to Elect Repayment” on the Note due
[              ]
and is equal to
$[            ]  or any integral multiple thereof. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Note due
[              ]
for repayment will be determined by the Company, whose determination will be
final, binding and non-appealable. Upon timely delivery of a Note due
[              ]
to the Trustee with the “Option to Elect Repayment” form completed in
accordance with the foregoing, the outstanding principal amount of such Note
due [              ]
(or portion thereof indicated on the “Option to Elect Repayment”) shall become
due and payable on
[              ],
at a price equal to
[              ]%
of the principal amount to be repaid plus accrued and unpaid interest to
[              ].]


 


SECTION 2.07       The
Notes due
[              ]
shall be issued in fully registered form without coupons in denominations of
$[            ] and
integral multiples thereof. The Notes due
[        ] shall be issued as unsecured
general obligations of the Company.


 


SECTION 2.08       The
Notes due [        ], and all other
Notes issued or to be issued under the Indenture, will not be secured by first
mortgage bonds of the Company and will not be entitled to the lien of or the
benefits provided by the Supplemental and Restated Trust Indenture, dated March
1, 1991, from the Company to U.S. Bank National Association, as successor
trustee.


 


SECTION 2.09       The
Notes due
[              ]
shall initially be in the form attached as Exhibit A hereto.


 


3

















 


ARTICLE III

MISCELLANEOUS


 


SECTION 3.01       The
recitals of fact herein and in the Notes due
[              ]
(except the Trustee’s Certificate) shall be taken as statements of the Company
and shall not be construed as made by the Trustee.


 


SECTION 3.02       This
Supplemental Indenture shall be construed in connection with and as a part of
the Indenture.


 


SECTION 3.03


 


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


 


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


 


SECTION 3.04       Whenever
in this Supplemental 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 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 successors and assigns of such
party, whether so expressed or not.


 


SECTION 3.05


 


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


 


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


 


4

















 


IN WITNESS WHEREOF, NORTHERN STATES POWER
COMPANY has caused this Supplemental Indenture to be signed by its President or
a Vice President, and attested by its Secretary or an Assistant Secretary, and
U.S. BANK NATIONAL ASSOCIATION has caused this Supplemental Indenture to be
signed by its President, Vice President, Assistant Vice President or authorized
Corporate Trust Officer, and attested by an authorized officer, this
[              ]
day of
[                            ].


 


	
   

  	
   

  	
  NORTHERN STATES POWER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	 

	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as 

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
												



 


5
















 


EXHIBIT A



FORM OF

[              ]%
SENIOR NOTES, SERIES DUE
[              ]


 


	
  REGISTERED

  	
  REGISTERED

  



 


THIS NOTE IS A GLOBAL SECURITY REGISTERED IN
THE NAME OF THE DEPOSITORY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND,
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
NOTES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY
OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., 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

(INCORPORATED UNDER THE LAWS OF THE STATE OF WISCONSIN)

[              ]%
SENIOR NOTES, SERIES DUE
[              ]


 


	
  CUSIP:
  [                                  ]

  	
   

  	
  NUMBER:

  
	
   

  	
   

  	
   

  
	
  ORIGINAL ISSUE DATE(S):

  [                                        ]

  	
   

  	
  PRINCIPAL
  AMOUNT(S):$[                ]

  
	
   

  	
   

  	
   

  
	
  INTEREST RATE:
  [              ]%

  	
   

  	
  MATURITY DATE:

  [              ],
  [              ]

  



 


NORTHERN STATES POWER COMPANY, a corporation
of the State of Wisconsin (the “Company”), for value received hereby promises
to pay to Cede & Co., or registered assigns, the principal sum of
[                ]
DOLLARS on the Maturity Date set forth above, and to pay interest thereon from
the Original Issue Date (or if this Global Security has two or more Original
Issue Dates, interest shall, beginning on each such Original Issue Date, begin
to accrue for that part of the principal amount to which that Original Issue
Date is applicable) set forth above or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually in
arrears on [              ]
and
[              ]
in each year, commencing on
[              ],
at the per annum Interest Rate set forth above, until the principal hereof is
paid or 


 


A-1

















 


made available for payment. No interest shall
accrue on the Maturity Date, so long as the principal amount of this Global
Security is paid on the Maturity Date. The interest so payable and punctually
paid or duly provided for on any such Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Note is registered
at the close of business on the Regular Record Date for such interest, which
shall be
[              ]
or [              ],
as the case may be, next preceding such Interest Payment Date; provided, that
the first Interest Payment Date for any part of this Global Security, the
Original Issue Date of which is after a Regular Record Date but prior to the
applicable Interest Payment Date, shall be the Interest Payment Date following
the next succeeding Regular Record Date; and provided, that interest payable on
the Maturity Date set forth above or, if applicable, upon redemption or
acceleration, shall be payable to the Person to whom principal shall be
payable. Except as otherwise provided in the Indenture (as defined below), any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and shall be paid to
the Person in whose name this Note is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Securityholders not more than
fifteen days or fewer than ten days prior to such Special Record Date. On or
before Noon, New York City time, or such other time as shall be agreed upon
between the Trustee and the Depository, of the day on which such payment of
interest is due on this Global Security (other than maturity), the Trustee
shall pay to the Depository such interest in same day funds. On or before Noon,
New York City time, or such other time as shall be agreed upon between the
Trustee and the Depository, of the day on which principal, interest payable at
maturity and premium, if any, is due on this Global Security and following
receipt of the necessary funds from the Company, the Trustee shall deposit with
the Depository the amount equal to the principal, and interest payable at
maturity and premium, if any, by wire transfer into the account specified by
the Depository. As a condition to the payment, on the Maturity Date or upon
redemption or acceleration, of any part of the principal and applicable premium
of this Global Security, the Depository shall surrender, or cause to be
surrendered, this Global Security to the Trustee, whereupon a new Global
Security shall be issued to the Depository.


 


This Global Security is a global security in
respect of a duly authorized issue of 
[    ]% Senior Notes, Series due
[              ]
(the “Notes of this Series,” which term includes any Global Securities
representing such Notes) of the Company issued and to be issued under an
Indenture dated as of September 1, 2000 between the Company, as successor
obligor, and U.S. Bank National Association, (as successor by merger to Firstar
Bank, N.A.) as trustee (herein called the “Trustee”, which term includes any
successor Trustee under the Indenture) and indentures supplemental thereto
(collectively, the “Indenture”). Under the Indenture, one or more series of
Securities may be issued and, as used herein, the term “Securities” refers to
the Notes of this Series and any other outstanding series of Securities.
Reference is hereby made for a more complete statement of the respective
rights, limitations of rights, duties and immunities under the Indenture of the
Company, the Trustee and the Securityholders and of the terms upon which the
Securities are and are to be authenticated and delivered. This Global Security
has been issued in respect of the series designated on the first page hereof,
which series is limited in aggregate principal amount to
$[              ].


 


Each Security or Global Security of this Series shall
be dated and issued as of the date of its authentication by the Trustee and
shall bear an Original Issue Date or Dates. Each Security or Global Security
issued upon transfer, exchange or substitution of such Security or Global 


 


A-2

















 


Security shall bear the Original Issue Date
or Dates of such transferred, exchanged or substituted Security or Global
Security, as the case may be.


 


[The Company may redeem the Notes of this Series at
any time, in whole or in part, at a redemption price equal to the [insert
redemption terms].]


 


Interest payments for this Global Security
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months. In any case where any Interest Payment Date or date on which the
principal of this Global Security 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 Global Security 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 Global
Security is required to be paid.


 


The Company, at its option, and subject to
the terms and conditions provided in the Indenture, will be discharged from any
and all obligations in respect of the Securities (except for certain
obligations including obligations to register the transfer or exchange of
Securities, replace stolen, lost or mutilated Securities, maintain paying
agencies and hold monies for payment in trust, all as set forth in the
Indenture) if the Company deposits with the Trustee money, U.S. Government
Obligations which through the payment of interest thereon and principal thereof
in accordance with their terms will provide money, or a combination of money
and U.S. Government Obligations, in any event in an amount sufficient, without
reinvestment, to pay all the principal of and any premium and interest on the
Securities on the dates such payments are due in accordance with the terms of
the Securities.


 


If an Event of Default shall occur and be
continuing, the principal of the Securities may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modifications of
the rights and obligations of the Company and the rights of the Securityholders
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the
outstanding Securities. Any such consent or waiver by the Holder of this Global
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Global Security and of any Note issued upon the registration of
transfer hereof or in exchange therefor or in lieu thereof whether or not
notation of such consent or waiver is made upon the Note.


 


As set forth in and subject to the provisions
of the Indenture, no Holder of any Securities will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder
unless such Holder shall have previously given to the Trustee written notice of
a continuing Event of Default with respect to such Securities, the Holders of
not less than a majority in principal amount of the outstanding Securities
affected by such Event of Default shall have made written request and offered
reasonable indemnity to the Trustee to institute such proceeding as Trustee and
the Trustee shall have failed to institute such proceeding within 60 days;
provided, however, that such limitations do not apply to a suit instituted by
the Holder 


 


A-3

















 


hereof for the enforcement of payment of the
principal of and any premium or interest on this Global Security on or after
the respective due dates expressed here.


 


No reference herein to the Indenture and to
provisions of this Global Security or of the Indenture shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Global Security at the times,
places and rates and the coin or currency prescribed in the Indenture.


 


As provided in the Indenture and subject to
certain limitations therein set forth, this Global Security may be transferred
only as permitted by the legend hereto.


 


If at any time the Depository for this Global
Security notifies the Company that it is unwilling or unable to continue as
Depository for this Global Security or if at any time the Depository for this
Global Security shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a successor Depository with respect to
this Global Security. If a successor Depository for this Global Security is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company’s election to issue this
Note in global form shall no longer be effective with respect to this Global
Security and the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Notes of this Series in
exchange for this Global Security, shall authenticate and deliver, individual
Notes of this Series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of this Global
Security.


 


The Company may at any time and in its sole
discretion determine that all Notes of this Series (but not less than all)
issued or issuable in the form of one or more Global Securities shall no longer
be represented by such Global Security or Securities. In such event, the
Company shall execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Notes of this Series in exchange
for such Global Security, shall authenticate and deliver, individual Notes of
this Series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such Global Security or
Securities in exchange for such Global Security or Securities.


 


Under certain circumstances specified in the
Indenture, the Depository may be required to surrender any two or more Global
Securities which have identical terms (but which may have differing Original
Issue Dates) to the Trustee, and the Company shall execute and the Trustee
shall authenticate and deliver to, or at the direction of, the Depository a
Global Security in principal amount equal to the aggregate principal amount of,
and with all terms identical to, the Global Securities surrendered thereto and
that shall indicate all Original Issue Dates and the principal amount
applicable to each such Original Issue Date.


 


The Indenture and the Securities shall be
governed by, and construed in accordance with, the laws of the State of
Wisconsin.


 


Unless the certificate of authentication
hereon has been executed by the Trustee, directly or through an Authenticating
Agent by manual signature of an authorized officer, this Global 


 


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Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 


All terms used in this Global Security which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture unless otherwise indicated herein.


 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


	
   

  	
  NORTHERN
  STATES POWER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  TRUSTEE’S CERTIFICATE

  	
   

  
	
  OF
  AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  This Note is
  one of the Securities of the series herein designated, described or provided
  for in the within-mentioned Indenture.

  	
   

  
	
  U.S. BANK
  NATIONAL ASSOCIATION, as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Authorized Officer

  	
   

  
						



 


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ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations:


 


	
  TEN COM— as tenants in common

  	
   

  	
  UNIF GIFT

  MIN ACT—

  	
         

  	
   

  	
  Custodian

  	
            

  
	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
   

  	
  (Minor)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT — as tenants by the entireties

  	
   

  	
  Under Uniform Gifts to Minors

  	
   

  	
   

  
	
  JT TEN — as joint tenants with right of
                                                        
  survivorship and not as tenants in common

  
	
   

  	
   

  	
  State

  	
   

  	
   

  
											



 


Additional abbreviations may also be used

though not in the above list.


 






 


FOR VALUE RECEIVED the undersigned hereby
sell(s),

assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE


 


                                                                                                                 

Please print or typewrite name and address

including postal zip code of assignee


 


                                                                                  

the within security and all rights thereunder, hereby irrevocably constituting and
appointing
                        
attorney to transfer said security on the books of the Company, with full power
of substitution in the premises.


 


	
  Dated:

  	
                                 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
                                                                      

  
	
   

  	
   

  	
  NOTICE: The
  signature to this assignment must correspond with

  the name as written upon the face of the within instrument in every
  particular, without alteration or enlargement or any change whatever.

  



 


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