Exhibit 4(a)(7)


 


FORM OF

SUPPLEMENTAL INDENTURE


 


FROM


 


NORTHERN STATES POWER COMPANY

(A WISCONSIN CORPORATION)


 


TO


 


U.S. BANK NATIONAL ASSOCIATION 

(formerly known as FIRSTAR BANK NATIONAL ASSOCIATION)


 


TRUSTEE


 


DATED AS OF

[                     ]


 


SUPPLEMENTAL
TO TRUST INDENTURE

DATED APRIL 1, 1947


 


AND


 


SUPPLEMENTAL
AND RESTATED 

TRUST INDENTURE


 


DATED MARCH 1,
1991


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  PARTIES

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  RECITALS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  I

  	
  SPECIFIC SUBJECTION OF
  ADDITIONAL PROPERTY TO THE LIEN OF THE INDENTURE

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Grant of Certain Property,
  Including Personal Property to Comply with the Uniform Commercial Code,
  Subject to Permitted Encumbrances Contained in the Indenture

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
  FORM AND EXECUTION OF
  SERIES DUE [        ]

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Series Due
  [                      ],
  [        ]

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 2.02

  	
  Redemption of Bonds

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 2.03

  	
  Surrender

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 2.04

  	
  Taxes and Governmental
  Charges

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 2.05

  	
  Book-Entry System

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  [SINKING FUND

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Company Payment to Sinking
  Fund

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 3.02

  	
  Application of Funds

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 3.03

  	
  Cancellation of Delivered
  Bonds

  	
  14]

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
  APPOINTMENT OF
  AUTHENTICATING AGENT

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Appointment of Agent or
  Agents for Bonds of Series [      ] due
  [            ]

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 4.02

  	
  Concerning the Agent

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 4.03

  	
  Form of Alternate
  Certificate of Authentication

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 4.04

  	
  Limit on Location and
  Number of Agent

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
  FINANCING STATEMENT TO
  COMPLY WITH THE UNIFORM COMMERCIAL CODE

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Names and Addresses of
  Debtor and Securing Party

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 5.02

  	
  Property Subject to Lien

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 5.03

  	
  Maturity Dates and
  Principal Amounts of Obligations Secured

  	
  16

  
				



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 5.04

  	
  Financing Statement
  Adopted for all First Mortgage Bonds Listed in Section 5.03

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 5.05

  	
  Recording Data for the
  Indenture

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 5.06

  	
  Mortgage Bonds

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
  MISCELLANEOUS

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Recitals of Fact, Except
  as Stated, are Statements of the Company

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 6.02

  	
  Supplemental Indenture to
  be Construed as Part of the Indenture

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 6.03

  	
  Trust Indenture Act and
  Severability

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 6.04

  	
  Indenture

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 6.05

  	
  References
  to Either Party in Supplemental Trust Indenture Include Successors or Assigns

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 6.06

  	
  Counterparts and Headings

  	
  18

  
	
   

  	
   

  	
   

  
	
  Schedule A - Properties

  	
   

  	
   

  
				



 


ii

















 


Supplemental
Trust Indenture, made effective
as of the [        ] day of
[                    ],
[          ], by and between
NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under
and by virtue of the laws of the State of Wisconsin, having its principal
office in the City of Eau Claire, Wisconsin (the “Company”), party of the first
part, and U.S. BANK NATIONAL ASSOCIATION, a national banking association
organized and existing under and by virtue of the laws of the United States of
America, having its principal office in the City of St. Paul, Minnesota (as
successor Trustee to Firstar Bank Milwaukee), as trustee (the “Trustee”), party
of the second part;


 


WITNESSETH:


 


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


 


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


 


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


 

















 




	
  Date of Supplemental

  Trust Indenture

  	
   

  	
  Designation
  of Series

  
	
  March 1, 1949

  	
   

  	
  Series due
  March 1, 1979 (retired)

  
	
  June 1, 1957

  	
   

  	
  Series due
  June 1, 1987 (retired)

  
	
  August 1, 1964

  	
   

  	
  Series due
  August 1, 1994 (redeemed)

  
	
  December 1,
  1969

  	
   

  	
  Series due
  December 1, 1999 (redeemed)

  
	
  September 1,
  1973

  	
   

  	
  Series due
  October 1, 2003 (redeemed)

  
	
  February 1,
  1982

  	
   

  	
  Pollution Control
  Series A (redeemed)

  
	
  March 1, 1982

  	
   

  	
  Series due
  March 1, 2012 (redeemed)

  
	
  June 1, 1986

  	
   

  	
  Series due
  July 1, 2016 (redeemed)

  
	
  March 1, 1988

  	
   

  	
  Series due
  March 1, 2018 (redeemed)

  
	
  April 1, 1991

  	
   

  	
  Series due
  April 1, 2021 (redeemed)

  
	
  March 1, 1993

  	
   

  	
  Series due
  March 1, 2023 (redeemed)

  
	
  October 1, 1993

  	
   

  	
  Series due
  October 1, 2003 (retired)

  
	
  December 1,
  1996

  	
   

  	
  Series due
  December 1, 2026

  
	
  September 1,
  2003

  	
   

  	
  Series A due
  October 1, 2018, and Series B due

  October 1, 2018

  






 


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


 


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


 


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


 


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


 


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


 


2

















 


(Form of Bonds of Series due
[        ])

NORTHERN STATES POWER COMPANY

(Incorporated under the laws of the State of Wisconsin)

First Mortgage Bond

Series due [                     ]

CUSIP [                    ]


 


	
  No.                            

  	
   

  	
  $                             

  



 


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


 


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


 


NORTHERN
STATES POWER COMPANY, a corporation organized and existing under and by virtue
of the laws of the State of Wisconsin (the “Company”), for value received,
hereby promises to pay to
[                          ]
or its registered assigns, at the office of the Trustee in
[            ],
[                      ],
the sum of [                  ]
Dollars in lawful money of the United States of America, on the
[        ] day of
[                ],
[        ], and to pay interest hereon
from the date hereof at the rate of
[        ] percent per annum, in like
money, until the principal hereof becomes due and payable; said
interest being payable to the person entitled to such interest at the office of
U.S. Bank National Association of  St.
Paul, Minnesota, in
[                ],
[                    ]
on the [      ] day of
[        ] and on the [        ]
day of
[                ]
in each year; provided that at the option of the Company payment of interest
may be made by wire transfer to the person entitled thereto if such person has
provided proper wire transfer instructions or by check mailed to the address of
such person as such address shall appear in the Bond Register maintained by the
Trustee; provided further that as long as there is no existing default in the
payment of interest and except for the payment of defaulted interest, the
interest payable on any [        ] or
[          ] will be paid to
the person in whose name this bond was registered at the close of business on
the record date (the
[             ]
prior to such [          ] or
the
[                ]
prior to such
[                          ]
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 


 






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


 


3

















 


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 St. Paul, Minnesota are
closed pursuant to authorization of law.


 


This
bond is one of a duly authorized issue of bonds of the Company, known as its
First Mortgage Bonds, of the series and designation indicated on the face
hereof, which issue of bonds consists, or may consist, of several series of
varying denominations, dates and tenor, all issued and to be issued under and
equally secured (except insofar as a sinking fund, or similar fund, established
in accordance with the provisions of the Indenture may afford additional
security for the bonds of any specific series) by a Trust Indenture dated April 1,
1947 (the “1947 Indenture”), as supplemented by
         supplemental trust indentures
(collectively, the “Supplemental Indentures”), a Supplemental and Restated
Trust Indenture dated March 1, 1991 (the “Restated Indenture”) and a new
supplemental trust indenture for the bonds of this series (the “New
Supplemental Indenture”), all of which instruments are herein collectively
called the “Indenture” executed by the Company to U.S. Bank National
Association, as successor trustee (the “Trustee”).  The Restated Indenture amends and restates
the 1947 Indenture and certain of the Supplemental Indentures and became
effective and operative on October 1, 1993.  Certain
capitalized terms defined in the Indenture are used with the same meanings
herein.  Reference is made to the
Indenture for a complete description of its terms.  Reference 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 registered
holders of the bonds as to such security and the terms and conditions upon
which the bonds may be issued under the Indenture and are secured.  The principal hereof may be declared or may
become due on the conditions, in the manner and at the time set forth in the
Indenture upon the happening of a Completed Default as provided in the
Indenture.


 


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


 


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


 


[At the option of the Company, and upon not less
than 30 days’ notice prior to the date fixed for redemption, in the manner and
with the effect provided in the Indenture, any or all of 


 


4

















 


the bonds of this series may be redeemed, [other than for the Sinking Fund
provided for bonds of this series,] by the Company on any date by the payment
of


 


[REDEMPTION TERMS ARE TO BE
INSERTED FOR EACH BOND

IN CONFORMITY WITH THE PROVISIONS OF SECTION 2.02]]


 


[Bonds of this series are not redeemable prior to
maturity, for any reason, and are not subject to a sinking fund.]


 


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


 


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


 


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 any premium 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
U.S. Bank National Association, as successor Trustee under the Indenture, or
its successor thereunder.


 


5

















 


IN
WITNESS WHEREOF, NORTHERN STATES POWER COMPANY has caused this bond to be
signed 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.


 


 


	
  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.


 


	
   

  	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  



 


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 September 1,
2003; and


 


WHEREAS,
the Indenture provides in substance that the Company and the Trustee may enter
into indentures supplemental thereto for the purposes, among others, of
creating and setting forth the terms of any new series of bonds and of
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 or an Executive
Committee of the Board of Directors of the Company;


 


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 U.S. Bank National Association, as Trustee, and its successors in the
trust under the Indenture for the benefit of the registered holders of the
bonds, or any of them, issued or to be issued thereunder, as follows:


 


6

















 


ARTICLE
I

SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY

TO THE LIEN OF THE INDENTURE


 


SECTION 1.01.  The Company, in order to better secure the
payment, both of the principal and interest, of all bonds of the Company at any
time outstanding under the Indenture according to their tenor and effect and
the performance of and compliance with the covenants and conditions 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, unto U.S. Bank National Association, as
Trustee, and to its respective successors in said trust forever, subject to the
rights reserved by the Company in and by the provisions of the Indenture, all
of the property described and mentioned or enumerated in a schedule annexed
hereto and marked Schedule A, reference to said schedule 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 in conformity with the provisions of the Uniform
Commercial Code, all fossil, nuclear, hydro and other electric generating
plants, including buildings and other structures, turbines, generators,
boilers, reactors, nuclear fuel, other boiler plant equipment, condensing
equipment and all other generating equipment; substations; electric
transmission and distribution systems, including structures, poles, towers,
fixtures, conduits, insulators, wires, cables, transformers, services and
meters; steam heating mains and equipment; gas transmission and distribution
systems, including structures, storage facilities, mains, compressor stations,
purifier stations, pressure holders, governors, services and meters; office,
shop and other buildings and structures, furniture and equipment; apparatus and
equipment of all other kinds and descriptions; all municipal and other
franchises, all leaseholds, licenses, permits, privileges and patent
rights, parts or parcels of such real property; all as now owned or hereafter
acquired by the Company pursuant to the provisions of the Indenture;


 


All
the estate, right, title and interest and claim whatsoever, at law as well as
in equity, that the Company now has or hereafter may acquire in and to the
aforesaid property and franchises and every part and parcel thereof; excluding,
however, (1) all shares of stock, bonds, notes, evidences of indebtedness
and other securities other than such as may be or are required to be deposited
from time to time with the Trustee in accordance with the provisions of the
Indenture; (2) cash on hand and in banks other than such as may be or is
required to be deposited from time to time with the Trustee in accordance with
the provisions of the Indenture; (3) contracts, claims, bills and accounts
receivable and choses in action other than such as may be or are required to be
assigned to the Trustee in accordance with the provisions of the Indenture; (4) motor
vehicles; (5) any stock of goods, wares and merchandise, equipment and
supplies acquired for the purpose of sale or lease in the usual course of
business or for the purpose of consumption in the operation, construction or
repair of any of the properties of the Company; and (6) the properties
described in Schedule B annexed to the 1947 Indenture;


 


7

















 


To
have and to hold all said property, real, personal and mixed, mortgaged,
pledged or conveyed by the Company as aforesaid, or intended so to be, 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 [        ]


 


SECTION 2.01.  There is hereby created, for issuance under
the Indenture, a series of bonds designated Series due
[          ], each of which
shall bear the descriptive title “First Mortgage Bond, Series due
[           ]” and the form
thereof shall contain suitable provisions with respect to the matters specified
in this Section 2.01.  The bonds of
said series shall be substantially of the tenor and purport hereinbefore
recited. The bonds of said series shall mature on
[                      ],
and shall be issued as registered bonds without coupons in denominations of a
multiple of
$[          ].  The bonds of said series shall bear interest
at the rate of [          ]%
per annum payable semi-annually on
[                      ]
and [                        
] of each year, and the principal shall be payable at the office of the Trustee
at
[                                        ],
in lawful money of the United States of America, and the interest shall be
payable in like money to the person entitled to such interest at said office of
the Trustee at
                                            ,
provided that at the option of the Company payment of interest may be made by
wire transfer to the person entitled thereto if such person has provided proper
wire transfer instructions or by check mailed to the address of such person as
such address shall appear in the Bond Register maintained by the Trustee.  Interest on bonds of the Series due
[        ] 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 bonds of the Series due
[        ] 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 bonds of the Series due
[        ] 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
bonds of the Series due [        ]
is required to be paid.  The bonds of the
Series due [        ]  shall be dated as of the date of authentication
thereof by the Trustee.


 


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


 


The term “Regular Record Date” as used herein with
respect to any interest payment date
([            ] or
[            ])
shall mean the
[            ]
prior to such
[            ] or
[            ]
prior to such
[            ]
(whether or not a business day).  The term
“business day” as used in this Section 2.01 shall mean any day other than
a Saturday or Sunday or a day on which the offices of the Trustee in the City
of St. Paul, Minnesota are closed pursuant to authorization of law.


 


8
















 


SECTION 2.02.  [The bonds of the Series due
[        ], shall be redeemable, [other
than for the Sinking Fund for bonds of that series provided for in Article III
hereof], at the option of the Company as a whole or in part on any date upon
not less than 30 days’ previous notice to be given in the manner and with the
effect provided in Section 10.02 of the Indenture at [insert redemption
terms].


 


The redemption prices of the bonds of the Series due
[        ] 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 2.02.]


 


[The bonds of the Series due
[        ] shall not be redeemable
prior to maturity and are not subject to any sinking fund.]


 


SECTION 2.03.  The registered owner of any bond or bonds of
the Series due [        ] at his
option may surrender the same at the office of the Trustee in
[                      ],
[                            ],
or elsewhere if authorized by the Company, for cancellation, in exchange for
other bonds of the said series of the same aggregate principal amount, bearing
interest as provided in Section 2.01 hereof thereupon, and upon receipt of
any payment required under the provisions of Section 2.04 hereof, the
Company shall execute and deliver to the Trustee and the Trustee shall
authenticate and deliver such other registered bonds to such registered holder
at its office or at any other place specified as aforesaid.


 


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


 


SECTION 2.05.
[ (a) Except as provided in subsections (c) and (g) of this Section 2.05,
the registered holder of all of the bonds of the Series due
[        ] shall be The Depository
Trust Company (“DTC”) and such bonds of the Series due
[        ] shall be registered in the
name of Cede & Co., as nominee for DTC.  Payment of principal of[, premium, if any,]
and interest on any bonds of the Series due
[        ] 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 bonds of the Series due
[        ] to the account of Cede &
Co. on each such payment date for the bonds of the Series due
[        ] at the address indicated for
Cede & Co. in the Bond Register kept by the Trustee.


 


(b)           The bonds of the Series due
[        ] shall be initially issued in
the form of one or more separate single authenticated fully registered
certificates in the aggregate principal amount of the bonds of the Series due
[        ].  Upon initial issuance, the ownership of such
bonds of the Series due [        ]
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 bonds of the Series due
[        ] registered in its name for
the purposes of payment of the principal of[, premium, if any,] and interest on
the bonds of the Series due
[        ] and of giving any notice
permitted or required to be given to registered holders under the Indenture,
except as provided in Subsection 2.05(g) below; 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 


 


9

















 


(each a “Participant”),
any person claiming a beneficial ownership in the bonds of the Series due
[        ] under or through DTC or any
Participant (each a “Beneficial Owner”), or any other person that 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 of DTC or any Participant of any amount in
respect of the principal of[, premium, if any,] or interest on the bonds of the
Series due [        ]; (3) the
delivery by DTC or 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 bonds of the Series due
[        ]; (4) the selection of
the Beneficial Owners to receive payment in the event of any partial redemption
of the bonds of the Series due
[        ]; 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 bonds of the Series due
[        ] 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 Wisconsin 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 bonds of the Series due
[        ] to the extent of the sum or
sums so paid. Except as otherwise provided in Subsections 2.05(c) and (g) below,
no person other than DTC shall receive authenticated bond certificates
evidencing the obligation of the Company to make payments of principal of [,
premium, if any,] and interest on the bonds of the Series due
[        ].  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 bonds of the Series due
[        ] or there shall have occurred
and be continuing a Completed Default with respect to the bonds of the Series due
[        ], the Company may 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
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 Subsection 2.05(c). 
DTC may determine to discontinue providing its services with respect to
the bonds of the Series due [        ]
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 bonds of the Series due
[        ] to any Participant or (2) to
arrange for another book-entry depository to maintain custody of certificates
evidencing the bonds of the Series due
[        ] registered in the name of
such depository or its nominee.  Any
successor book-entry depository must be a clearing agency 


 


10

















 


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 bonds of the Series due
[        ] (except as provided in
Subsection 2.05(g) below).  After
such agreement has become effective, DTC shall present the bonds of the Series due
[        ] for registration of transfer
in accordance with Section 2.11 of the 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 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 bonds of the Series due [        ].


 


(d)           Notwithstanding any other provision
of this Supplemental Trust Indenture to the contrary, so long as any bonds of
the Series due [        ] 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 bonds
of the Series due [        ] and
all notices with respect to such bonds of the Series due
[        ] 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 bonds of
the Series due [        ] by the
Company or the Trustee with respect to any consent or other action to be taken
by the registered holders of the bonds of the Series due
[        ], 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 BONDS OF THE SERIES DUE
[          ]; (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 BONDS OF THE SERIES DUE
[          ]; 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 BONDS OF THE SERIES DUE
[          ] AS NOMINEE OF
DTC, REFERENCES HEREIN TO REGISTERED HOLDERS OF THE BONDS OF THE SERIES DUE
[          ] SHALL MEAN CEDE &
CO.  AND SHALL NOT MEAN THE BENEFICIAL
OWNERS OF THE BONDS OF THE SERIES DUE
[          ] NOR THE
PARTICIPANTS.


 


11

















 


(g)           The Company, in its sole discretion,
may terminate the services of DTC with respect to the bonds of the Series due
[        ] if the Company
determines that: (i) DTC (x) is unable to discharge its
responsibilities with respect to the bonds of the Series due [        ]
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 bonds of the
Series due [        ].  The Company, in its sole discretion, may terminate
the services of DTC with respect to the bonds of the Series due [        ]
if the Company determines that a continuation of the requirement
that all of the outstanding bonds of Series due
[        ] be registered with the
registration books kept by the Trustee in the name of Cede & Co., as
nominee of DTC, is not in the best interest of the Beneficial Owners of the
bonds of the Series due [        ].  After such event and if no substitute
book-entry depository is appointed by the Company, bond certificates will be
delivered as described in the Indenture.


 


(h)           Upon the termination of the services
of DTC with respect to the bonds of the Series due [        ]
pursuant to subsections (c) or (g) of this Section 2.05
after which no substitute book-entry depository is appointed, the bonds of the Series due
[        ]
shall be registered in whatever name or names registered holders
transferring or exchanging the bonds of the Series due [        ]
shall designate in accordance with the provisions of the Indenture.


 


ARTICLE III

[SINKING FUND


 


SECTION 3.01.  (a) The Company covenants
that it will on the first day of
[                  ]
of each year commencing
[              ],
and continuing so long as any of the bonds of the Series due
[              ]
are outstanding, pay or cause to be paid to the Trustee, for and as a fund for
the use and benefit of the holders of bonds of the Series due
[              ],
a sum in lawful money of the United States of America equal to the amount
required to redeem on the first day of
[              ]
next following the date of such payment in accordance with Section 3.02,
1% of the highest aggregate principal amount of bonds of that series at any
time outstanding. Such fund shall be the Sinking Fund for bonds of the Series due
[              ].  [The Company covenants that it will meet its
obligations under the immediately preceding sentence for the year [              ]
solely and entirely through the application of an Amount of Established
Permanent Additions in the manner hereinafter set forth in Subsection 3.01(c) below.]


 


(b)           The delivery by the Company to the
Trustee of bonds of the Series due [              ]
shall, for the purposes of satisfying the Sinking Fund for bonds of that
series, be deemed equivalent under this Section 3.01 to the payment of
cash equal to the amount required to effect the redemption of the bonds so
delivered on the first day of [              ]
next following such delivery.  If
any bonds of the Series due [              ]
have been redeemed or retired and no bonds have theretofore been issued, cash
withdrawn or credit taken under any of the provisions of the Indenture on
account of the redemption or retirement of such bonds, the Company may deduct
from any payment for the Sinking Fund for bonds of the Series due [              ],
an amount equivalent to the amount required to effect the redemption of a like
amount of bonds of that series for the Sinking Fund for bonds of the Series due
[              ],
on the first day of [              ]
next following, provided that the Company thereafter shall not issue any
bonds, withdraw any cash or take any credit under any of the provisions of the
Indenture on account of the redemption or retirement of such bonds and such
bonds shall be cancelled.  For the purpose
of this 


 


12

















 


Subsection
3.01(b), credit shall be deemed to have been taken for any bonds redeemed or
retired if used as a reduction of the amount of cash required to be deposited
with the Trustee under any provision of the Indenture or out of funds pledged
with the Trustee under any provision of the Indenture, other than funds
deposited with the Trustee for the payment of bonds upon maturity or upon
redemption at the option of the Company.


 


(c)           The delivery by the Company to the
Trustee of a written application of the Company signed by its President or a
Vice President, to apply an Amount of Established Permanent Additions
established as provided in Sections 5.04, 5.05 and 5.06 of the Indenture (which
has not been applied previously to any other purpose specified in the
Indenture) to the Sinking Fund provided for in this Article III, for
purposes of said Sinking Fund shall be deemed equivalent under this Section 3.01
to the payment of cash equal to the amount required to effect the redemption on
the first day of [              ]
next following, of a principal amount of bonds of this Series due
[        ] equal to 66 2/3% of the
Amount of Established Permanent Additions so applied.


 


SECTION 3.02.  (a)  
As soon as may be, after each payment to the Sinking Fund provided for
bonds of the Series due [              ]
is so made, the Trustee shall apply the moneys in such Sinking Fund to the
purchase of bonds of the Series due [              ],
in the open market, at the lowest price or prices obtainable, but not to exceed
the price at which the bonds of such series are then redeemable for the Sinking
Fund as herein provided.  If within 20
days after each payment to the Sinking Fund, the Trustee shall be unable to purchase
bonds of the Series due [              ],
as aforesaid, sufficient to reduce the amount of money held in the Sinking Fund
to less than $10,000, the Trustee shall apply the Sinking Fund for bonds of the
Series due [              ],
or the balance thereof to the redemption, on the first day of [              ]
next following the receipt of such cash by the Trustee, of bonds of such
series at the sinking fund redemption prices provided for in Section 2.02
of this Supplemental Trust Indenture.


 


(b)           The particular bonds to be redeemed
for the Sinking Fund shall be selected by the Trustee by lot, in such manner as
it shall deem proper in its discretion, from the distinctive numbers borne by
or assigned to registered bonds of the Series due [              ],
as herein provided.  For each registered
bond of a denomination in excess of
$[              ],
the Trustee shall assign a distinctive number of each
$[        ] of the principal amount
thereof.  Registered bonds shall be
deemed to have been drawn by lot if and to the extent that the numbers borne by
or assigned thereto as above provided are selected as aforesaid.  The Trustee shall notify the Company in
writing of the distinctive numbers of the bonds of the Series due [              ]
to be redeemed for the Sinking Fund.  The
Trustee is authorized and empowered hereby to give or cause to be given on
behalf of the Company the notice required by Section 2.02 hereof in order
to redeem bonds for Sinking Fund purposes.


 


(c)           On and after the commencement of notice
of redemption of bonds pursuant to this Section 3.02, the Trustee shall
(subject to the provisions of Section 21.03 of the Indenture) hold the
moneys necessary to redeem the bonds so to be redeemed as a separate trust fund
for the account of the respective holders thereof and such moneys shall be paid
to them respectively upon presentation and surrender of such bonds; and after
the redemption date, such bonds shall cease to be entitled to the lien,
benefits or security of the Indenture, and as respects the Company’s liability
thereon such bonds and all claims for interest thereon shall be deemed to 


 


13

















 


have been
paid; this Section 3.02 being in all respects subject to the provisions of
Section 21.03 of the Indenture, except that, on and after commencement of
notice of redemption of bonds pursuant to this Section 3.02, such bonds
shall be deemed to have been redeemed from the holder or holders thereof and
paid for the purpose of release and satisfaction of the Indenture.


 


(d)           If there shall be drawn for
redemption a portion of the principal amount less than the entire amount of any
registered bond, the Company shall execute and the Trustee shall authenticate
and deliver without charge to the holder thereof registered bonds of the Series due
[              ]
for the unredeemed balance of such registered bond.


 


SECTION 3.03.  All bonds delivered to the Trustee in lieu of
cash, or purchased by the Trustee, or redeemed by operation of the Sinking Fund
in accordance with the provisions of this Article III, shall be cancelled
by the Trustee.  Bonds so cancelled shall
not be reissued and no additional bonds shall be authenticated and delivered in
substitution therefor or on account of the retirement thereof and no credit
shall be taken or cash withdrawn under the provisions of the Indenture on the
basis thereof.]


 


ARTICLE IV

APPOINTMENT OF AUTHENTICATING AGENT


 


SECTION 4.01.  The Trustee shall, if requested in writing to do
so by the Company, promptly appoint an agent or agents of the Trustee who shall
have authority to authenticate registered bonds of the Series due
[          ] 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 4.02.  (a) Any such authenticating agent shall be
acceptable to the Company and at all times shall be a corporation which is
organized and doing business under the laws of the United States or of any
State, is authorized under such laws to act as authenticating agent, has a
combined capital and surplus of at least $10,000,000 and is subject to
supervision or examination by federal or state authority.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section 4.02,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.


 


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


 


(c)           Any
authenticating agent 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 


 


14

















 


receiving such a notice of resignation or
upon such a termination, or in case at any time any authenticating agent shall
cease to be eligible in accordance with the provisions of this Section 4.02,
the Trustee, unless otherwise requested in writing by the Company, promptly
shall appoint a successor authenticating agent, which shall be acceptable to
the Company.  Any successor
authenticating agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named.  No successor authenticating agent shall be
appointed unless eligible under the provisions of this Section 4.02.


 


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


 


SECTION 4.03.  If an appointment is made pursuant to this Article IV,
the registered bonds of the Series due
[          ] shall have
endorsed thereon, in addition to the Trustee’s Certificate, an alternate
Trustee’s Certificate in the following form:


 


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


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as 

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


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


 


ARTICLE V

FINANCING STATEMENT TO COMPLY WITH

THE UNIFORM COMMERCIAL CODE


 


SECTION 5.01.  The name and address of the debtor and
secured party are set forth below:


 


	
  Debtor:

  	
   

  	
  Northern States Power Company 

  1414 West Hamilton Avenue 

  Eau Claire, Wisconsin 54701

  



 


15

















 


	
  Secured Party:

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION 

  Corporate Trust Services 

  60 Livingston Avenue 

  St. Paul, Minnesota 55107

  



 


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


 


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


 


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


 


	
  First Mortgage Bonds

  	
   

  	
  Principal Amount

  	
   

  
	
  Series due
  December 1, 2026

  	
   

  	
  $

  	
  65,000,000

  	
   

  
	
  Series A
  and Series B due October 1, 2018

  	
   

  	
  $

  	
  150,000,000

  	
   

  
	
  Series due

  	
   

  	
  $

  	
   

  	
   

  



 


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


 


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


 


	
  Original
  Indenture 

  Dated April 1, 1947

  	
   

  	
  Supplemental
  Trust Indenture 

  Dated March 1, 1949

  
	
   

  	
   

  	
   

  
	
  Supplemental
  Trust Indenture 

  Dated June 1, 1957

  	
   

  	
  Supplemental
  Trust Indenture 

  Dated August 1, 1964

  
	
   

  	
   

  	
   

  
	
  Supplemental
  Trust Indenture 

  Dated December 1, 1969

  	
   

  	
  Supplemental
  Trust Indenture 

  Dated September 1, 1973

  
	
   

  	
   

  	
   

  
	
  Supplemental
  Trust Indenture 

  Dated February 1, 1982

  	
   

  	
  Supplemental
  Trust Indenture 

  Dated March 1, 1982

  
	
   

  	
   

  	
   

  
	
  Supplemental
  Trust Indenture 

  Dated June 1, 1986

  	
   

  	
  Supplemental
  Trust Indenture 

  Dated March 1, 1988

  



 


16

















 


	
  Supplemental
  and Restated Trust Indenture 

  Dated March 1, 1991

  	
   

  	
  Supplemental
  Trust Indenture 

  Dated April 1, 1991

  
	
   

  	
   

  	
   

  
	
  Supplemental
  Trust Indenture 

  Dated March 1, 1993

  	
   

  	
  Supplemental
  Trust Indenture 

  Dated October 1, 1993

  
	
   

  	
   

  	
   

  
	
  Supplemental
  Trust Indenture 

  Dated December 1, 1996

  	
   

  	
  Supplemental
  Trust Indenture 

  Dated September 1, 2003

  



 


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


 


ARTICLE VI

MISCELLANEOUS


 


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


 


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


 


SECTION 6.03.  (a) If any provision of this Supplemental
Trust Indenture limits, qualifies or conflicts with another provision of the
Indenture required to be included in indentures qualified under the Trust
Indenture Act of 1939, as 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 provisions shall control.


 


(b)           In case any one or more of the
provisions contained in this Supplemental Trust Indenture or in the bonds
issued hereunder 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 6.04.  Wherever in this Supplemental Trust Indenture
the word “Indenture” is used without the prefix “1947,” “Original,” “Restated”
or “Supplemental,” such word was used intentionally to include in its meaning
the 1947 Indenture, as amended and restated by the Restated Indenture, and all
indentures supplemental thereto.


 


SECTION 6.05.  Wherever in this Supplemental Trust Indenture
either of the parties hereto is named or referred to, this shall be deemed to
include the successors or assigns of such party, and all the covenants and
agreements in this Supplemental Trust Indenture contained by or 


 


17

















 


on behalf of
the Company or by or on behalf of the Trustee shall bind and inure to the
benefit of the respective successors and assigns of such parties, whether so
expressed or not.


 


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


 


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


 


The amount of obligations to be issued forthwith under the Indenture is
$[        ].


 


18

















 


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


 


	
   

  	
   

  	
  NORTHERN STATES POWER COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its: [Vice] President

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
	
  Executed by NORTHERN STATES POWER 

  COMPANY in the presence of:

  	
   

  	
  (CORPORATE SEAL)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
  Executed by U.S. BANK NATIONAL 

  ASSOCIATION, in the presence of:

  	
   

  	
  (CORPORATE SEAL)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  



 

















 


	
  STATE OF MINNESOTA

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY OF HENNEPIN

  	
  )

  	
   

  



 


On this the
                      
day of
                        ,
       before me,
                                      ,
a Notary Public, the undersigned officer, personally appeared
                                      
and                                       ,
who acknowledged themselves to be the
                                      and
the                                       ,
respectively, of Northern States Power Company, a Wisconsin corporation, and
that they, as such
                                      and
                                      ,
respectively, being authorized to do so, executed the foregoing instrument for
the purposes therein contained, by signing the name of the corporation by
themselves as
                                      
and
                                      ,
respectively.


 


IN WITNESS WHEREOF, I hereunto set my hand and official seal.


 


	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Notary Public In and For County of Hennepin

  	
   

  
	
  State of Minnesota

  	
   

  
	
  My commission expires:

  	
   

  
	
  (NOTARY SEAL)

  
			



 

















 


	
  STATE OF MINNESOTA

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY OF RAMSEY

  	
  )

  	
   

  



 


On this the
           day of
              ,
        , before me,
                                    ,
notary public, the undersigned officer, personally appeared
                                      
and
                                      ,
who acknowledged themselves to be the
                                      
and
                                      ,
respectively, of U.S. Bank National Association, a national banking
association, and that they, as such
                                      
and
                                      ,  respectively, being authorized to do so,
executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by themselves as
                                      and
                                      ,
respectively.


 


IN WITNESS WHEREOF, I hereunto set my hand and official seal.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notary Public In and For County of Ramsey

  	
   

  	
   

  
	
  State of Minnesota

  	
   

  
	
  My commission expires:

  	
   

  
	
  (NOTARY SEAL)

  



 

















 


SCHEDULE A


 


The property referred to in Article I of the foregoing
Supplemental Trust Indenture from Northern States Power Company to U.S. Bank
National Association, Trustee, effective as of
[          ],
[          ], 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 WISCONSIN


 


 


MORTGAGOR’S RECEIPT FOR COPY


 


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


 


	
   

  	
  NORTHERN STATES POWER COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its: [Vice] President

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its: [Assistant] Secretary

  	
   

  	
   

  	
   

  
	
  Executed by Northern States Power Company

  in the presence of:

  	
   

  	
  (CORPORATE SEAL)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  



 


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