Exhibit 4.01


 


SUPPLEMENTAL TRUST INDENTURE


 


FROM


 


NORTHERN STATES POWER
COMPANY

(A MINNESOTA CORPORATION)


 


TO


 


BNY MIDWEST TRUST COMPANY


 


 


DATED MAY 1, 2006


 


 


SUPPLEMENTAL TO TRUST INDENTURE

DATED FEBRUARY 1, 1937


 


AND


 


SUPPLEMENTAL AND RESTATED 

TRUST INDENTURE


 


DATED MAY 1, 1988


 





















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  PARTIES

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  RECITALS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF THE
  INDENTURE

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  FORM AND EXECUTION OF BONDS OF SERIES DUE JUNE 1, 2036

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 2.02

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 2.03

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 2.04

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 2.05

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 2.06

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  APPOINTMENT OF AUTHENTICATING AGENT

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 3.02

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 3.03

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 3.04

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 4.02

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 4.03

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 4.04

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 4.05

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 4.06

  	
  23

  



 


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  ARTICLE V

  	
  MISCELLANEOUS

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 5.02

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 5.03

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 5.04

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 5.05

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 5.06

  	
  24

  
	
   

  	
   

  	
   

  
	
  SCHEDULE A – PROPERTIES

  	
   

  



 


ii





















 


Supplemental Trust Indenture, made effective as of the 1st day of May, 2006, by and
between NORTHERN STATES POWER COMPANY (formerly Northern Power Corporation), a
corporation duly organized and existing under and by virtue of the laws of the
State of Minnesota, having its principal office in the City of Minneapolis,
Minnesota (the “Company”), party of the first part, and BNY MIDWEST TRUST
COMPANY, a corporation duly organized and existing under and by virtue of the
laws of the State of Illinois, having its principal office in the City of
Chicago, Illinois (as successor Trustee to Harris Trust and Savings Bank), as
trustee (the “Trustee”), party of the second part;


 


WITNESSETH:


 


WHEREAS, a predecessor in interest to the
Company, Xcel Energy Inc. (formerly Northern States Power Company), a
corporation duly organized and existing under and by virtue of the laws of the
State of Minnesota (the “Predecessor Company”) has heretofore executed and
delivered to the Trustee its Trust Indenture (the “1937 Indenture”), made as of
February 1, 1937, whereby the Predecessor Company granted, bargained,
sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged,
set over and confirmed to the Trustee and to its respective successors in
trust, all property, real, personal and mixed then owned or thereafter acquired
or to be acquired by the Predecessor Company (except as therein excepted from
the lien thereof) and subject to the rights reserved by the Predecessor Company
in and by the provisions of the 1937 Indenture, to be held by said Trustee in
trust in accordance with the provisions of the 1937 Indenture for the equal pro
rata benefit and security of all and each of the bonds issued and to be issued
thereunder in accordance with the provisions thereof; and


 


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


 


WHEREAS, the Predecessor Company heretofore
has executed and delivered to the Trustee the following additional Supplemental
Trust Indentures which, in addition to conveying, assigning, transferring,
mortgaging, pledging, setting over and confirming to the Trustee, and its
respective successors in said trust, additional property acquired by it
subsequent to the preparation of the next preceding Supplemental Trust
Indenture and adding to the covenants, conditions and agreements of the 1937
Indenture certain additional covenants, conditions and agreements to be
observed by the Predecessor Company, created the following series of First
Mortgage Bonds:


 





















 


	
  Date of Supplemental

  Trust Indenture

  	
   

  	
  Designation of Series

  
	
  February 1,
  1944

  	
   

  	
  Series due
  February 1, 1974 (retired)

  
	
  October 1,
  1945

  	
   

  	
  Series due
  October 1, 1975 (retired)

  
	
  July 1,
  1948

  	
   

  	
  Series due
  July 1, 1978 (retired)

  
	
  August 1,
  1949

  	
   

  	
  Series due
  August 1, 1979 (retired)

  
	
  June 1,
  1952

  	
   

  	
  Series due
  June 1, 1982 (retired)

  
	
  October 1,
  1954

  	
   

  	
  Series due
  October 1, 1984 (retired)

  
	
  September 1,
  1956

  	
   

  	
  Series due
  1986 (retired)

  
	
  August 1,
  1957

  	
   

  	
  Series due
  August 1, 1987 (redeemed)

  
	
  July 1,
  1958

  	
   

  	
  Series due
  July 1, 1988 (retired)

  
	
  December 1,
  1960

  	
   

  	
  Series due
  December 1, 1990 (retired)

  
	
  August 1,
  1961

  	
   

  	
  Series due
  August 1, 1991 (retired)

  
	
  June 1,
  1962

  	
   

  	
  Series due
  June 1, 1992 (retired)

  
	
  September 1,
  1963

  	
   

  	
  Series due
  September 1, 1993 (retired)

  
	
  August 1,
  1966

  	
   

  	
  Series due
  August 1, 1996 (redeemed)

  
	
  June 1,
  1967

  	
   

  	
  Series due
  June 1, 1995 (redeemed)

  
	
  October 1,
  1967

  	
   

  	
  Series due
  October 1, 1997 (redeemed)

  
	
  May 1,
  1968

  	
   

  	
  Series due
  May 1, 1998 (redeemed)

  
	
  October 1,
  1969

  	
   

  	
  Series due
  October 1, 1999 (redeemed)

  
	
  February 1,
  1971

  	
   

  	
  Series due
  March 1, 2001 (redeemed)

  
	
  May 1,
  1971

  	
   

  	
  Series due
  June 1, 2001 (redeemed)

  
	
  February 1,
  1972

  	
   

  	
  Series due
  March 1, 2002 (redeemed)

  
	
  January 1,
  1973

  	
   

  	
  Series due
  February 1, 2003 (redeemed)

  
	
  January 1,
  1974

  	
   

  	
  Series due
  January 1, 2004 (redeemed)

  
	
  September 1,
  1974

  	
   

  	
  Pollution
  Control Series A (redeemed)

  
	
  April 1,
  1975

  	
   

  	
  Pollution
  Control Series B (redeemed)

  
	
  May 1,
  1975

  	
   

  	
  Series due
  May 1, 2005 (redeemed)

  
	
  March 1,
  1976

  	
   

  	
  Pollution
  Control Series C (retired)

  
	
  June 1,
  1981

  	
   

  	
  Pollution
  Control Series D, E and F (redeemed)

  
	
  December 1,
  1981

  	
   

  	
  Series due
  December 1, 2011 (redeemed)

  
	
  May 1,
  1983

  	
   

  	
  Series due
  May 1, 2013 (redeemed)

  
	
  December 1,
  1983

  	
   

  	
  Pollution
  Control Series G (redeemed)

  
	
  September 1,
  1984

  	
   

  	
  Pollution
  Control Series H (redeemed)

  
	
  December 1,
  1984

  	
   

  	
  Resource
  Recovery Series I (redeemed)

  
	
  May 1,
  1985

  	
   

  	
  Series due
  June 1, 2015 (redeemed)

  
	
  September 1,
  1985

  	
   

  	
  Pollution
  Control Series J, K and L (redeemed)

  
	
  July 1,
  1989

  	
   

  	
  Series due
  July 1, 2019 (redeemed)

  
	
  June 1,
  1990

  	
   

  	
  Series due
  June 1, 2020 (redeemed)

  
	
  October 1,
  1992

  	
   

  	
  Series due
  October 1, 1997 (retired)

  
	
  April 1,
  1993

  	
   

  	
  Series due
  April 1, 2003 (retired)

  
	
  December 1,
  1993

  	
   

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

  



 


2





















 


	
  Date of Supplemental

  Trust Indenture

  	
   

  	
  Designation of Series

  
	
  February 1,
  1994

  	
   

  	
  Series due
  February 1, 1999 (retired)

  
	
  October 1,
  1994

  	
   

  	
  Series due
  October 1, 2001 (retired)

  
	
  June 1,
  1995

  	
   

  	
  Series due
  July 1, 2025

  
	
  April 1,
  1997

  	
   

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

  
	
  March 1,
  1998

  	
   

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

  
	
  May 1,
  1999

  	
   

  	
  Resource
  Recovery Series Q

  
	
  June 1,
  2000

  	
   

  	
  Resource
  Recovery Series R; and

  



 


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


 


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


 


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


 


WHEREAS, the
Company heretofore has executed and delivered to the Trustee the following
additional Supplemental Trust Indentures which, in addition to conveying,
assigning, transferring, mortgaging, pledging, setting over and confirming to
the Trustee, and its respective successors in said trust, additional property
acquired by it (or, as the case may be, the Predecessor Company)
subsequent to the preparation of the next preceding Supplemental Trust
Indenture and adding to the covenants, conditions and agreements of the 1937
Indenture certain additional covenants, conditions and agreements to be
observed by the Company, created the following series of First Mortgage
Bonds 


 


	
  Date of Supplemental

  Trust Indenture

  	
   

  	
  Designation of Series

  
	
  June 1, 2002

  	
   

  	
  Series due August 15, 2003
  (retired)

  
	
  July 1,
  2002

  	
   

  	
  Pollution Control Series S

  
	
  August 1,
  2002

  	
   

  	
  Series A and Series B due August 28,
  2012

  
	
  May 1,
  2003

  	
   

  	
  Series due 2004, extendible through
  2006 (retired)

  
	
  August 1,
  2003

  	
   

  	
  Series due August 1, 2006 and Series due
  August 1, 2010

  
	
  July 1,
  2005

  	
   

  	
  Series due July 15, 2035; and

  



 


3





















 


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


 


WHEREAS, the Predecessor Company heretofore
has executed and delivered to the Trustee a Supplemental and Restated Trust
Indenture, dated May 1, 1988 (the “Restated Indenture”), which, in
addition to conveying, assigning, transferring, mortgaging, pledging, setting
over and confirming to the Trustee, and its respective successors in said trust
additional property acquired by it subsequent to the preparation of the next
preceding Supplemental Trust Indenture, amended and restated the Original
Indenture (except for those Supplemental Trust Indentures executed after May 1,
1988); and


 


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


 


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


 


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


 


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


 


WHEREAS, the Company is desirous of providing
for the creation of a new series of First Mortgage Bonds, said new series of
bonds to be designated “First Mortgage Bonds, Series due June 1,
2036,” the bonds of such series to be
issued as registered bonds without coupons in denominations of a multiple of
$1,000, and the bonds of such series to be substantially in the form and
of the tenor following with the redemption prices inserted therein in
conformity with the provisions of Section 2.02 hereof, to-wit:


 


(Form of
Bonds of Series due June 1, 2036)

NORTHERN STATES POWER COMPANY

(Incorporated under the laws of the State of Minnesota)

First Mortgage Bond

Series due June 1, 2036


 


	
  No.

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  



 


[Unless this certificate is presented by an
authorized representative of The Depository Trust Company, a New York
corporation, to the Company or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede &
Co. or such other name as is requested by an authorized representative of The
Depository Trust Company (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of The
Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER


 


4





















 


USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.]*


 


NORTHERN STATES POWER COMPANY, a corporation
organized and existing under the laws of the State of Minnesota (the “Company”),
for value received, hereby promises to pay to [                    ]
or its registered assigns, at the office of the Trustee, in Chicago, Illinois,
or, at the option of the registered owner, at the agency of the Company in the
Borough of Manhattan, City and State of New York, an amount equal to [                          ]
Dollars in lawful money of the United States of America, on the 1st day of June,
2036, and to pay interest hereon from the date hereof at the rate of 6.25
percent per annum, in like money, until the Company’s obligation with respect
to the payment of such principal sum shall be discharged; said interest being
payable at the option of the person entitled to such interest either at the
office of the Trustee, in Chicago, Illinois, or at the agency of the Company in
the Borough of Manhattan, City and State of New York, on the 1st day of June and
on the 1st day of December in each year, commencing December 1, 2006,
provided that as long as there is no existing default in the payment of
interest and except for the payment of defaulted interest, the interest payable
on any June 1 or December 1 will be paid to the person in whose name
this bond was registered at the close of business on the record date (the May 15
prior to such June 1 or the November 15 prior to such December 1
(whether or not a business day)).


 


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


 


This bond is one of a duly authorized issue
of bonds of the Company, of the series and designation indicated on the
face hereof, which issue of bonds consists, or may consist, of several series of
varying denominations, dates and tenor, all issued and to be issued under and
equally secured (except insofar as a sinking fund, or similar fund, established
in accordance with the provisions of the Indenture may afford additional
security for the bonds of any specific series) by a Trust Indenture dated February 1,
1937 (the “1937 Indenture”), as supplemented by 55 supplemental trust
indentures (collectively, the “Supplemental Indentures”), a Supplemental and
Restated Trust Indenture dated May 1, 1988 (the “Restated Indenture”) and
a new supplemental trust indenture for the bonds of this series (the “Supplemental
Trust Indenture”), executed by the Company to BNY MIDWEST TRUST COMPANY (as
successor trustee to Harris Trust and Savings Bank), as trustee (the “Trustee”).
The 1937 Indenture, as supplemented by the Supplemental Indentures, the
Restated Indenture and the Supplemental Trust Indenture, is referred to herein
as the “Indenture.”  The Restated
Indenture amends and restates the 1937 Indenture and certain of the Supplemental
Indentures and became effective and operative on July 20, 2005. Reference
hereby is made to the Indenture for a description of the property mortgaged and
pledged, the nature and extent of the security, the rights of the holders of
the bonds as to such security and the terms and conditions upon which the bonds
may be issued


 






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


 


5





















 


under the Indenture and are secured. The
principal hereof may be declared or may become due on the conditions,
in the manner and at the time set forth in the Indenture upon the happening of
a default as provided in the Indenture.


 


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


 


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


 


The bonds of
this series shall be redeemable at the option of the Company, as a
whole or in part, on any date upon not less than 30 days’ previous notice to be
given in the manner and with the effect provided in Section 10.02 of the
Restated Indenture at a redemption price equal to the greater of (a) the
principal amount being redeemed or (b) the sum of the present values of
the remaining scheduled payments of principal and interest on the bonds of this
series that are being redeemed, discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Yield plus 15 basis points, plus in each case accrued and
unpaid interest to the redemption date.


 


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


 


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


 


6





















 


bonds of this series that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the bonds of this series.


 


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


 


“Independent
Investment Banker” means UBS Securities LLC, BNY Capital Markets, Inc. or Credit Suisse Securities (USA) LLC
or their respective successors or, if such firms or their successors are
unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by the Trustee
after consultation with the Company.


 


“Reference
Treasury Dealer” means (i) UBS Securities LLC, BNY Capital Markets, Inc. or Credit Suisse Securities (USA) LLC
and any other primary U.S. Government securities dealer in New York City (a “Primary
Treasury Dealer”) designated by, and not affiliated with, UBS Securities LLC, BNY Capital Markets, Inc. or Credit
Suisse Securities (USA) LLC and their respective successors, provided,
however, that if UBS Securities LLC, BNY
Capital Markets, Inc. or Credit Suisse Securities (USA) LLC or any
of their designees ceases to be a Primary Treasury Dealer, the Company shall
appoint another Primary Treasury Dealer as a substitute, and (ii) any
other Primary Treasury Dealers selected by the Company after consultation with
the Independent Investment Banker.


 


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


 


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


 


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


 


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


 


7





















 


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


 


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


 


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


 


This bond shall not be valid or become
obligatory for any purpose unless and until the certificate of authentication
hereon shall have been signed by or on behalf of BNY Midwest Trust Company (as
successor trustee to Harris Trust and Savings Bank), as Trustee under the
Indenture, or its successor thereunder.


 


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


 


	
  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.


 


	
   

  	
  BNY MIDWEST TRUST COMPANY, as 

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


and


 


8





















 


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 July 1, 2005; and


 


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


 


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


 


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


 


NOW, THEREFORE, Northern States Power
Company, in consideration of the premises and of one dollar duly paid to it by
the Trustee at or before the ensealing and delivery of these presents, the
receipt of which is hereby acknowledged, and other good and valuable
considerations, does hereby covenant and agree to and with BNY Midwest Trust
Company (as successor trustee to Harris Trust and Savings Bank), as Trustee,
and its successors in the trust under the Indenture for the benefit of those
who hold or shall hold the bonds, or any of them, issued or to be issued
thereunder, as follows:


 


ARTICLE I

SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY

TO THE LIEN OF THE INDENTURE


 


SECTION 1.01. The Company, in order to
better secure the payment, of both the principal and interest, of all bonds of the
Company at any time outstanding under the Indenture according to their tenor
and effect and the performance of and compliance with the covenants and
conditions contained in the Indenture, has granted, bargained, sold, warranted,
released, conveyed, assigned, transferred, mortgaged, pledged, set over and
confirmed, and by these presents does grant, bargain, sell, warrant, release,
convey, assign, transfer, mortgage, pledge, set over and confirm, to the
Trustee and to its respective successors in said trust forever, subject to the
rights reserved by the Company in and by the provisions of the Indenture, all
of the property described and mentioned or enumerated in 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;


 


9

















 


Also, in order to subject the personal
property and chattels of the Company to the lien of the Indenture and to conform with
the provisions of the Uniform Commercial Code, all fossil, nuclear, hydro
and other electric generating plants, including buildings and other structures,
turbines, generators, exciters, boilers, reactors, nuclear fuel, other boiler
plant equipment, condensing equipment and all other generating equipment;
substations; electric transmission and distribution systems, including
structures, poles, towers, fixtures, conduits, insulators, wires, cables,
transformers, services and meters; steam heating mains and equipment; gas
transmission and distribution systems, including structures, storage
facilities, mains, compressor stations, purifier stations, pressure holders,
governors, services and meters; telephone plant and related distribution
systems; trucks and trailers; office, shop and other buildings and structures,
furniture and equipment; apparatus and equipment of all other kinds and
descriptions; materials and supplies; all municipal and other franchises,
leaseholds, licenses, permits, privileges, patents and patent rights; all
shares of stock, bonds, evidences of indebtedness, contracts, claims, accounts
receivable, choses in action and other intangibles, all books of account and
other corporate records;


 


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


 


All the estate, right, title, interest and
claim, whatsoever, at law as well as in equity, which the Company now has or
hereafter may acquire in and to the aforesaid property and every part and
parcel thereof subject, however, to the right of the Company, upon the
occurrence and continuation of a Completed Default as defined in the Indenture,
to retain in its possession all shares of stock, notes, evidences of
indebtedness, other securities and cash not expressly required by the
provisions hereof to be deposited with the Trustee, to retain in its possession
all contracts, bills and accounts receivable, motor cars, any stock of goods, wares
and merchandise, equipment or supplies acquired for the purpose of consumption
in the operation, construction or repair of any of the properties of the
Company, and to sell, exchange, pledge, hypothecate or otherwise dispose of any
or all of such property so retained in its possession, free from the lien of
the Indenture, without permission or hindrance on the part of the Trustee,
or any of the bondholders. No person in any dealings with the Company in
respect of any such property shall be charged with any notice or knowledge of
any such Completed Default under the Indenture while the Company is in
possession of such property. Nothing contained herein or in the Indenture shall
be deemed or construed to require the deposit with, or delivery to, the Trustee
of any of such property, except such as is specifically required to be
deposited with the Trustee by some express provision of the Indenture;


 


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


 


10

















 


ARTICLE II

FORM AND EXECUTION OF BONDS OF SERIES DUE JUNE 1, 2036


 


SECTION 2.01.
There is hereby created, for issuance under the Indenture, a series of
bonds designated Series due June 1, 2036, each of which shall bear the
descriptive title “First Mortgage Bonds, Series due June 1, 2036,”
(such bonds, the “Series 2036 Bonds”) and the form thereof shall
contain suitable provisions with respect to the matters hereafter specified in
this Section. The Series 2036 Bonds may forthwith be executed by the
Company substantially in the form set forth in the recitals, including the
relevant provisions as indicated therein, and delivered to the Trustee for
authentication and delivery by the Trustee in accordance with the provisions of
the Indenture and this Supplemental Trust Indenture. The aggregate principal
amount of the Series 2036
Bonds outstanding at any time shall not exceed $400,000,000. The Series 2036 Bonds shall mature on June 1,
2036, and shall be issued as registered bonds without coupons in denominations
of $1,000. The Series 2036 Bonds shall bear interest at a rate of 6.25%
per annum on the principal amount thereof payable semi-annually on June 1 and
December 1
of each year, commencing December 1, 2006, and the principal shall be
payable at the office of the Trustee in Chicago, Illinois, or at the option of
the registered owner at the agency of the Company in the Borough of Manhattan,
City and State of New York, in lawful money of the United States of America,
and the interest shall be payable in like money at the option of the person
entitled to such interest either at said office of the Trustee in Chicago,
Illinois, or at the agency of the Company in the Borough of Manhattan, City and
State of New York. Interest on the Series 2036 Bonds shall be calculated
on the basis of a 360-day year consisting of twelve 30-day months. The Series 2036
Bonds 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 Series 2036
Bonds, the person in whose name any Series 2036 Bond is registered at the
close of business on any Record Date with respect to any interest payment date
shall be entitled to receive the interest payable on such interest payment date
notwithstanding any transfer or exchange of any such Series 2036 Bond
subsequent to the Record Date and on or prior to such interest payment date,
except as and to the extent the Company shall default in the payment of the
interest due on such interest payment date, in which case such defaulted
interest shall be paid to the person in whose name such Series 2036 Bond
is registered on the Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee, notice thereof shall be given to the
registered holder of any Series 2036 Bond not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Series 2036 Bond may be listed, and upon such notice as may be
required by such exchange.


 


The term “Record Date” as used in this Section 2.01
with respect to any interest payment date (June 1 or December 1)
shall mean the May 15 prior to such June 1 or the November 15
prior to such December 1 (whether or not a business day). The term “business
day” shall mean any day other than a Saturday or Sunday or a day on which the
offices of the Trustee in the City of Chicago, Illinois, are closed pursuant to
authorization of law.


 


11

















 


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


 


The “Special Record Date” as used in this Section 2.01
shall be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Series 2036
Bond and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
defaulted interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the persons entitled to such defaulted
interest as provided in this Section 2.01. Thereupon the Trustee shall fix
a Special Record Date for the payment of such defaulted interest which shall be
not more than 15 nor less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Company
of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such defaulted interest and the
Special Record Date therefor to be mailed, first class postage prepaid, to
each holder of the Series 2036 Bonds, at his, her or its address as it
appears in the bond register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such defaulted interest and the
Special Record Date therefor having been mailed as aforesaid, such defaulted
interest shall be paid to the persons in whose names the Series 2036 Bonds
are registered on such Special Record Date and shall not be payable pursuant to
the paragraph immediately following in this Section 2.01.


 


The Company may make payment of any
defaulted interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Series 2036 Bonds may be
listed, and upon such notice as may be required by such exchange, if,
after notice is given by the Company to the Trustee of the proposed payment
pursuant to this Section 2.01, such payment shall be deemed practicable by
the Trustee.


 


SECTION 2.02. The Series 2036 Bonds
shall be redeemable at the option of the Company, as a whole or in part, on any
date upon not less than 30 days’ previous notice to be given in the manner and
with the effect provided in Section 10.02 of the Restated Indenture at a
redemption price equal to the greater of (a) the principal amount being
redeemed or (b) the sum of the present values of the remaining scheduled
payments of principal and interest on the Series 2036 Bonds that are being
redeemed, discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Yield plus 15
basis points, plus in each case accrued and unpaid interest to the redemption
date.


 


“Treasury
Yield” means, with respect to any redemption date, (i) the yield, under
the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on
actively traded U.S. Treasury securities adjusted to constant maturity under
the caption “Treasury Constant Maturities,” for the maturity corresponding to
the Comparable Treasury Issue (if no maturity is within three months before or
after the remaining term, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue


 


12

















 


will be
determined and the Treasury Yield will be interpolated or extrapolated from
such yields on a straight line basis, rounding to the nearest month); or (ii) if
such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Yield will be calculated
on the third business day preceding the date fixed for redemption.


 


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


 


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


 


“Independent
Investment Banker” means UBS Securities LLC, BNY Capital Markets, Inc. or Credit Suisse Securities (USA) LLC or
their respective successors or, if such firms or their successors are unwilling
or unable to select the Comparable Treasury Issue, an independent investment
banking institution of national standing appointed by the Trustee after
consultation with the Company.


 


“Reference
Treasury Dealer” means (i) UBS Securities LLC, BNY Capital Markets, Inc. or Credit Suisse Securities (USA) LLC and
any other primary U.S. Government securities dealer in New York City (a “Primary
Treasury Dealer”) designated by, and not affiliated with, UBS Securities LLC, BNY Capital Markets, Inc. or Credit
Suisse Securities (USA) LLC and their respective successors, provided,
however, that if UBS Securities LLC, BNY
Capital Markets, Inc. or Credit Suisse Securities (USA) LLC or any
of their designees ceases to be a Primary Treasury Dealer, the Company shall
appoint another Primary Treasury Dealer as a substitute and (ii) any other
Primary Treasury Dealers selected by the Company after consultation with the
Independent Investment Banker.


 


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


 


The Series 2036 Bonds
are not subject to a sinking fund.


 


13

















 


The redemption
prices of the Series 2036 Bonds need not be specified in
any temporary bond of said series if an appropriate reference be made in
said temporary bond to the provision of this Section.


 


SECTION 2.03. The registered owner of
any Series 2036 Bond or Bonds, at his, her or its option, may surrender
the same with other bonds of such series at the office of the Trustee in
Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan,
City and State of New York, or elsewhere if authorized by the Company, for
cancellation, in exchange for other bonds of such series of higher or
lower authorized denominations, but of the same aggregate principal amount,
bearing interest from its date, and upon receipt of any payment required under
the provisions of Section 2.04 hereof. Thereupon the Company shall execute
and deliver to the Trustee and the Trustee shall authenticate and deliver such
other registered bonds to such registered owner at its office or at any other
place specified as aforesaid.


 


Notwithstanding
any other provisions of the Indenture to the contrary, the Company shall not be
required to issue, transfer or exchange any Series 2036 Bond
during a period of ten (10) days next preceding any selection of Series 2036
Bonds to be redeemed. The Company shall not be required to transfer or exchange
any Series 2036 Bond called or being called for redemption in its entirety
or to transfer or exchange the called portion of a Series 2036 Bond which
has been called for partial redemption.


 


SECTION 2.04. No charge shall be made by
the Company for any exchange or transfer of Series 2036 Bonds
other than for
taxes or other governmental charges, if any, that may be imposed in
relation thereto.


 


SECTION 2.05. The Series 2036 Bonds
shall be executed on behalf of the Company by its President or one of its Vice
Presidents, and its corporate seal shall be thereunto affixed, or printed,
lithographed or engraved thereon, in facsimile, and attested by the signature
of its Secretary or one of its Assistant Secretaries. Any such signatures may be
manual or facsimile signatures and may be imprinted or otherwise
reproduced. In case any of the officers who shall have signed any bonds or
attested the seal thereon shall cease to be such officers of the Company before
the bonds so signed and sealed actually shall have been authenticated by the
Trustee or delivered by the Company, such bonds nevertheless may be
issued, authenticated and delivered with the same force and effect as though
the person or persons who signed such bonds and attested the seal thereon had
not ceased to be such officer or officers of the Company. Any bond issuable
hereunder may be signed or attested on behalf of the Company by such
person as at the actual date of the execution of such bond shall be the proper
officer of the Company, although at the date of such bond such person shall not
have been an officer of the Company.


 


SECTION 2.06. (a) Except as
provided in subsections (c) and (g) below, the registered holder of
all of the Series 2036 Bonds shall be The Depository
Trust Company (“DTC”) and such Series 2036 Bonds shall be registered in the
name of Cede & Co., as nominee for DTC. Payment of principal of,
premium, if any, and interest on any Series 2036 Bonds registered in the name of
Cede & Co. shall be made by transfer of New York Federal or equivalent
immediately available funds with respect to the Series 2036 Bonds to the account of
Cede & Co. on each such payment date for the Series 2036 Bonds at the address
indicated for Cede & Co. in the bond register kept by the Trustee.


 


14

















 


(b)                                 The Series 2036 Bonds
shall be initially issued in the form of one or more separate single
authenticated fully registered certificates in the aggregate principal amount
of all Series 2036
Bonds. Upon initial issuance, the ownership of such Series 2036 Bonds
shall be registered in the bond register kept by the Trustee in the name of
Cede & Co., as nominee of DTC. The Trustee and the Company may treat
DTC (or its nominee) as the sole and exclusive registered holder of the Series 2036 Bonds
registered in its name for the purposes of payment of the principal of,
premium, if any, and interest on the Series 2036 Bonds and of giving any notice
permitted or required to be given to holders under the Indenture, except as
provided in Section 2.06(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 (each a “Participant”), any person claiming a beneficial ownership
in the Series 2036
Bonds under or through DTC or any Participant (each a “Beneficial Owner”)
or any other person which is not shown on the bond register maintained by the
Trustee as being a registered holder, with respect to (1) the accuracy of
any records maintained by DTC or any Participant; (2) the payment by DTC
or any Participant of any amount in respect of the principal of, premium, if
any, or interest on the Series 2036 Bonds; (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 Series 2036 Bonds;
(4) the selection of the Beneficial Owners to receive payment in the event
of any partial redemption of the Series 2036 Bonds; or (5) any consent
given or other action taken by DTC as bondholder. The Trustee shall pay all
principal of, premium, if any, and interest on the Series 2036 Bonds registered in the
name of Cede & Co. only to or “upon the order of” (as that term is
used in the Uniform Commercial Code as adopted in Minnesota and New York)
DTC, and all such payments shall be valid and effective to fully satisfy and
discharge the Company’s obligations with respect to the principal of, premium,
if any, and interest on such Series 2036 Bonds to the extent of the sum
or sums so paid. Except as otherwise provided in Sections 2.06(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 and
interest on the Series 2036
Bonds. Upon delivery by DTC to the Trustee of written notice to the
effect that DTC has determined to substitute a new nominee in place of Cede &
Co., and subject to the provisions of the Indenture with respect to transfers
of bonds, the word “Cede & Co.” in this Supplemental Trust Indenture
shall refer to such new nominee of DTC.


 


(c)                                  If the Company in its
discretion determines that it is in the best interest of the Beneficial Owners
that they be able to obtain bond certificates for the Series 2036 Bonds or there shall have
occurred and be continuing a Completed Default with respect to the Series 2036 Bonds,
the Company shall notify DTC and the Trustee, whereupon DTC will notify the
Participants of the availability through DTC of bond certificates. In such
event, the Trustee shall issue, transfer and exchange bond certificates as
requested by DTC in appropriate amounts pursuant to Article II of the
Restated Indenture and Section 2.03 of this Supplemental Trust Indenture.
The Company shall pay all costs in connection with the production of bond
certificates if the Company makes such a determination under this Section 2.06(c).
DTC may determine to discontinue providing its services with respect to
the Series 2036
Bonds at any time by giving written notice to the Company and the
Trustee and discharging its responsibilities with respect thereto under
applicable law. Under such circumstances (if there is no successor book-entry
depository), the Company and the Trustee shall be obligated (at the sole cost
and expense of the Company) to deliver bond certificates as described in this
Supplemental Trust Indenture.


 


15

















 


If bond certificates are issued, the provisions of the Indenture shall
apply to, among other things, the transfer and exchange of such certificates
and the method of payment of principal of, premium, if any, and interest on
such certificates. Whenever DTC requests the Company and the Trustee to do so,
the Company will direct the Trustee (at the sole cost and expense of the
Company) to cooperate with DTC in taking appropriate action after reasonable
notice (1) to make available one or more separate certificates evidencing
the Series 2036 Bonds to any Participant or (2) to arrange
for another book-entry depository to maintain custody of certificates
evidencing the Series 2036
Bonds registered in the name of such depository or its nominee. Any
successor book-entry depository must be a clearing agency registered with the
Securities and Exchange Commission pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended, and must enter into an agreement
with the Company and the Trustee agreeing to act as the depository and clearing
agency for the Series 2036
Bonds (except as provided in Section 2.06(g) below). After
such agreement has become effective, DTC shall present the Series 2036 Bonds
for registration of transfer in accordance with Section 2.12 of the
Restated Indenture, and the Trustee shall register them in the name of the
successor book-entry depository or its nominee and all references thereafter to
DTC shall be to such successor book-entry depository. If a successor book-entry
depository has not accepted such position before the effective date of DTC’s
termination of its services, the book-entry system shall automatically
terminate and may not be reinstated without the consent of all registered
holders of the Series 2036
Bonds.


 


(d)                                 Notwithstanding any
other provision of this Supplemental Trust Indenture to the contrary, so long
as any Series 2036
Bonds are registered in the name of Cede & Co., as nominee of
DTC, all payments with respect to the principal of, premium, if any, and interest
on such Series 2036
Bonds and all notices with respect to such Series 2036 Bonds shall be made and
given, respectively, to DTC as provided in the blanket representation letter
among DTC, the Company and the Trustee. The Trustee is hereby authorized and
directed to comply with all terms of the representation letter.


 


(e)                                  In connection with
any notice or other communication to be provided pursuant to the Indenture for
the Series 2036
Bonds by the Company or the Trustee with respect to any consent or other
action to be taken by the registered holders of the Series 2036 Bonds, the Company or the
Trustee, as the case may be, shall seek to establish a record date to the
extent permitted by the Indenture for such consent or other action and give DTC
notice of such record date not less than fifteen (15) calendar days in advance
of such record date to the extent possible. Such notice to DTC shall be given
only when DTC is the sole registered holder.


 


(f)                                    NEITHER THE COMPANY
NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS
OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS
MAINTAINED BY DTC OR ANY PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY
PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL
OF, PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2036 BONDS; (3) THE DELIVERY BY
DTC OR ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED
OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO REGISTERED
HOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN
THE EVENT OF ANY


 


16

















 


PARTIAL REDEMPTION OF THE SERIES 2036 BONDS; OR (5) ANY
CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS A REGISTERED HOLDER.


 


SO LONG AS
CEDE & CO. IS THE REGISTERED HOLDER OF THE SERIES 2036 BONDS
AS NOMINEE OF DTC, REFERENCES HEREIN TO REGISTERED HOLDERS OF THE SERIES 2036 BONDS
SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2036 BONDS
NOR THE PARTICIPANTS.


 


(g)                                 The Company, in its
sole discretion, may terminate the services of DTC with respect to the Series 2036 Bonds
if the Company determines that: (i) DTC (x) is unable to discharge
its responsibilities with respect to the Series 2036 Bonds or (y) at any
time ceases to be a clearing agency registered under the Securities Exchange
Act of 1934, as amended; or (ii) there shall have occurred and be
continuing a Completed Default with respect to the Series 2036 Bonds. The Company, in its
sole discretion, may terminate the services of DTC with respect to the Series 2036 Bonds
if the Company determines that a continuation of the requirement
that all of the outstanding Bonds 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 Series 2036 Bonds.
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 Series 2036 Bonds pursuant to
subsections (c) or (g) of this Section 2.06 after which no
substitute book-entry depository is appointed, the Series 2036 Bonds shall be registered
in whatever name or names holders transferring or exchanging the Series 2036 Bonds
shall designate in accordance with the provisions of the Indenture.


 


ARTICLE III

APPOINTMENT OF AUTHENTICATING AGENT


 


SECTION 3.01.
The
Trustee shall, if requested in writing so to do by the Company, promptly
appoint an agent or agents of the Trustee who shall have authority to
authenticate registered Series 2036 Bonds in the name and on behalf of the
Trustee. Such appointment by the Trustee shall be evidenced by a certificate of
a vice-president of the Trustee delivered to the Company prior to the
effectiveness of such appointment.


 


SECTION 3.02.
(a) Any
such authenticating agent shall be acceptable to the Company and at all times
shall be a corporate bank or trust company organized and doing business under
the laws of the United States or any of its states, have a combined capital and
surplus of at least $5,000,000, be authorized under such laws to exercise
corporate trust powers and be 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 3.02 the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.


 


(b)                                 Any corporation into
which any authenticating agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger,
conversion


 


17

















 


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 receiving such a notice of
resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible in accordance with the
provisions of this Section 3.02, the Trustee, unless otherwise requested
in writing by the Company, promptly shall appoint a successor authenticating
agent, which shall be acceptable to the Company. Any successor authenticating
agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named. No successor authenticating agent
shall be appointed unless eligible under the provisions of this Section 3.02.


 


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


 


SECTION 3.03.
If an
appointment is made pursuant to this Article III, the registered Series 2036
Bonds 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.


 


	
   

  	
  BNY MIDWEST TRUST COMPANY, as

  
	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authenticating
  Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  	
   

  



 


SECTION 3.04. No provision of this Article III
shall require the Trustee to have at any time more than one such authenticating
agent for any one State or to appoint any such authenticating agent in the
State in which the Trustee has its principal place of business.


 


18

















 


ARTICLE IV

FINANCING STATEMENT TO COMPLY WITH

THE UNIFORM COMMERCIAL CODE


 


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


 


	
  Debtor:

  	
   

  	
  Northern States Power Company

  414 Nicollet Mall

  Minneapolis, Minnesota 55401

  
	
   

  	
   

  	
   

  
	
  Secured Party:

  	
   

  	
  BNY Midwest Trust Company, Trustee

  2 North LaSalle Street

  Suite 1020 Chicago, Illinois 60602

  



 


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


 


SECTION 4.02. Reference to Article I
hereof is made for a description of the property of the debtor covered by this
Financing Statement with the same force and effect as if incorporated in this Section at
length.


 


SECTION 4.03. The maturity dates and
respective principal amounts of obligations of the debtor secured and presently
to be secured by the Indenture and this Supplemental Trust Indenture, reference
to all of which for the terms and conditions thereof is hereby made with the
same force and effect as if incorporated herein at length, are as follows:


 


	
  First Mortgage Bonds

  	
   

  	
  Principal Amount

  	
   

  
	
  Series due July 1, 2025

  	
   

  	
  $

  	
  250,000,000

  	
   

  
	
  Pollution Control Series N

  	
   

  	
  $

  	
  27,900,000

  	
   

  
	
  Pollution Control Series O

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  Pollution Control Series P

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  Series due March 1, 2028

  	
   

  	
  $

  	
  150,000,000

  	
   

  
	
  Resource Recovery Series Q

  	
   

  	
  $

  	
  2,420,000

  	
   

  
	
  Resource Recovery Series R

  	
   

  	
  $

  	
  7,490,000

  	
   

  
	
  Pollution Control Series S

  	
   

  	
  $

  	
  69,000,000

  	
   

  
	
  Series A and Series B due August 28,
  2012

  	
   

  	
  $

  	
  450,000,000

  	
   

  
	
  Series due August 1, 2006

  	
   

  	
  $

  	
  200,000,000

  	
   

  
	
  Series due August 1, 2010

  	
   

  	
  $

  	
  175,000,000

  	
   

  
	
  Series due July 15, 2035

  	
   

  	
  $

  	
  250,000,000

  	
   

  
	
  Series due June 1, 2036

  	
   

  	
  $

  	
  400,000,000

  	
   

  



 


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


 


 


19

















 


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


 


	
  Original
  Indenture

  Dated February 1, 1937

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated June 1, 1942

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated February 1, 1944

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated October 1, 1945

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated July 1, 1948

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated August 1, 1949

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated June 1, 1952

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated October 1, 1954

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated September 1, 1956

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated August 1, 1957

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated July 1, 1958

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated December 1, 1960

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated August 1, 1961

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated June 1, 1962

  	
   

  



 


20

















 


	
  Supplemental
  Indenture

  Dated September 1, 1963

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated August 1, 1966

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated June 1, 1967

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated October 1, 1967

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated May 1, 1968

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated October 1, 1969

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated February 1, 1971

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated May 1, 1971

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated February 1, 1972

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated January 1, 1973

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated January 1, 1974

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated September 1, 1974

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated April 1, 1975

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated May 1, 1975

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated March 1, 1976

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated June 1, 1981

  	
   

  



 


21

















 


	
  Supplemental
  Indenture

  Dated December 1, 1981

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated May 1, 1983

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated December 1, 1983

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated September 1, 1984

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated December 1, 1984

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated May 1, 1985

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated September 1, 1985

  	
   

  
	
   

  	
   

  
	
  Supplemental
  and Restated Indenture

  Dated May 1, 1988

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated July 1, 1989

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated June 1, 1990

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated October 1, 1992

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated April 1, 1993

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated December 1, 1993

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated February 1, 1994

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated October 1, 1994

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated June 1, 1995

  	
   

  



 


22

















 


	
  Supplemental
  Indenture

  Dated April 1, 1997

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated March 1, 1998

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated May 1, 1999

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated June 1, 2000

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated August 1, 2000

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated June 1, 2002

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated July 1, 2002

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated August 1, 2002

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated May 1, 2003

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated August 1, 2003

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indenture

  Dated July 1, 2005

  	
   

  



 


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


 


ARTICLE V

MISCELLANEOUS


 


SECTION 5.01. The recitals of fact
herein, except the recital that the Trustee has duly determined to execute this
Supplemental Trust Indenture and be bound, insofar as it may lawfully so
do, by the provisions hereof and in the bonds shall be taken as statements of
the Company and shall not be construed as made by the Trustee. The Trustee
makes no representations as to the value of any of the property subject to the
lien of the Indenture, or any part thereof, or as to the title of the
Company thereto, or as to the security afforded thereby and hereby, or as to
the validity of this Supplemental Trust Indenture or of the bonds issued under
the


 


23

















 


Indenture by virtue hereof (except the Trustee’s certificate) and the
Trustee shall incur no responsibility in respect of such matters.


 


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


 


SECTION 5.03. (a) If any provision
of the Indenture or this Supplemental Trust Indenture limits, qualifies or
conflicts with another provision of the Indenture required to be included in
indentures qualified under the Trust Indenture Act of 1939, as amended (as
enacted prior to the date of this Supplemental Trust Indenture) by any of the
provisions of Sections 310 to 317, inclusive, of the said Act, such required
provision shall control.


 


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


 


SECTION 5.04. Wherever in this
Supplemental Trust Indenture the word “Indenture” is used without the prefix “1937,”
“Original,” “Restated,” or “Supplemental,” such word was used intentionally to
include in its meaning both the 1937 Indenture, as amended and restated by the
Restated Indenture, and all indentures supplemental thereto.


 


SECTION 5.05. Wherever in this
Supplemental Trust Indenture either of the parties hereto is named or referred
to, this shall be deemed to include the successors or assigns of such party,
and all the covenants and agreements in this Supplemental Trust Indenture
contained by or on behalf of the Company or by or on behalf of the Trustee
shall bind and inure to the benefit of the respective successors and assigns of
such parties, whether so expressed or not.


 


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


 


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


 


The total aggregate amount of obligations to
be issued forthwith under this Supplemental Trust Indenture is $400,000,000.


 


24

















 


IN WITNESS WHEREOF, on this 18th day of May,
A.D. 2006, NORTHERN STATES POWER COMPANY, a Minnesota corporation, party of the
first part, has caused its corporate name and seal to be hereunto affixed and
this Supplemental Trust Indenture effective May 1, 2006, to be signed by
its President or a Vice President, and attested by its Secretary or an
Assistant Secretary, for and in its behalf, and BNY MIDWEST TRUST COMPANY (as
successor trustee to Harris Trust and Savings Bank), an Illinois corporation,
as Trustee, party of the second part, to evidence its acceptance of the trust
hereby created, has caused its corporate name and seal to be hereunto affixed,
and this Supplemental Trust Indenture effective May 1, 2006, to be signed
by its President, a Vice President or an Assistant Vice President, and attested
by its Secretary or an Assistant Secretary, for and in its behalf.


 


	
   

  	
   

  	
  NORTHERN STATES POWER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ George
  E. Tyson II

  	
   

  
	
   

  	
   

  	
  By: George E. Tyson 

  
	
   

  	
   

  	
  II Its: Vice President and Treasurer

  



 


	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Patrice
  D. Blaeser

  	
   

  
	
  By: Patrice D. Blaeser 

  
	
  Its: Assistant Secretary

  
			



 


	
  Executed by Northern States Power Company

  	
  (CORPORATE SEAL)

  
	
  in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Mary P.
  Schell

  	
   

  	
   

  	
   

  
	
  Mary P. Schell, Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Robert
  E. LaBahn

  	
   

  	
   

  	
   

  
	
  Robert E. LaBahn, Witness

  	
   

  	
   

  



 

















 


	
   

  	
  BNY MIDWEST TRUST COMPANY, as

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ D. G. Donovan

  	
   

  
	
   

  	
  By: D. G. Donovan

  
	
   

  	
  Its: Vice President

  



 


Attest:


 


 


	
  /s/ L.
  Garcia

  	
   

  
	
  By: L. Garcia

  
	
  Its: Assistant Vice President

  



 


	
  Executed by BNY Midwest Trust Company in

  the presence of:

  	
  (CORPORATE SEAL)

  
	
   

  	
   

  
	
  /s/ T.
  Mosterd

  	
   

  	
   

  
	
  Witness: T. Mosterd 

  	
   

  
	
   

  	
   

  
	
  /s/ J. Braun

  	
   

  	
   

  
	
  Witness: J. Braun

  	
   

  



 

















 


	
  STATE OF MINNESOTA

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY OF HENNEPIN

  	
  )

  	
   

  



 


On this 18th day of May, A.D. 2006, before
me, Sharon M. Quellhorst, a Notary Public in and for said County in the State
aforesaid, personally appeared George E. Tyson II and Patrice D.
Blaeser, to me
personally known, and to me known to be the Vice President and Treasurer and
Assistant Secretary, respectively, of Northern States Power Company, one of the
corporations described in and which executed the within and foregoing
instrument, and who, being by me severally duly sworn, each for himself, did
say that he, the said George E. Tyson II is a Vice President and Patrice D.
Blaeser is an Assistant Secretary, of said Northern States Power Company, a
corporation; that the seal affixed to the within and foregoing instrument is
the corporate seal of said corporation, and that said instrument was executed
on behalf of said corporation by authority of its stockholders and board of
directors; and said George E. Tyson II and Patrice D. Blaeser each acknowledged
said instrument to be the free act and deed of said corporation and that such
corporation executed the same.


 


WITNESS my hand and notarial seal, this 18th
day of May, A.D. 2006.


 


	
  /s/ Sharon
  M. Quellhorst

  	
   

  	
   

  
	
  Sharon
  M. Quellhorst

  	
   

  
	
  Notary Public

  	
   

  
	
  My commission expires: January 31,
  2010

  	
   

  
	
   

  	
   

  
	
   

  	
  (NOTARY SEAL)

  



 

















 


 


	
  STATE OF MINNESOTA

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY OF HENNEPIN

  	
  )

  	
   

  



 


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


 


	
  /s/ George
  E. Tyson II

  	
   

  	
   

  	
  /s/ Patrice
  D. Blaeser

  	
   

  
	
  George E. Tyson II

  	
   

  	
  Patrice
  D. Blaeser

  



 


Subscribed and sworn to before me this 18th day of May, A.D. 2006.


 


	
  /s/ Sharon
  M. Quellhorst

  	
   

  
	
  Sharon
  M. Quellhorst  

  Notary Public 

  My commission expires: January 31, 2010

  
	
   

  	
  (NOTARY SEAL)

  
			



 

















 


	
  STATE OF ILLINOIS

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY OF COOK

  	
  )

  	
   

  



 


On this 18th day of May, A.D. 2006, before
me, Anabella Hernandez, a Notary Public in and for said County in the State aforesaid,
personally appeared D. G. Donovan and L. Garcia to me personally known, and to
me known to be the Vice President and Assistant Vice President, respectively,
of BNY Midwest Trust Company, one of the corporations described in and which
executed the within and foregoing instrument, and who, being by me severally
duly sworn, each, did say that he, the said D. G. Donovan, is Vice President,
and she, the said L. Garcia, is the Assistant Vice President, of said BNY
Midwest Trust Company, a corporation; that the seal affixed to the within and
foregoing instrument is the corporate seal of said corporation, and that said
instrument was executed on behalf of said corporation by authority of its board
of directors; and said D. G. Donovan and L. Garcia each acknowledged said
instrument to be the free act and deed of said corporation and that such
corporation executed the same.


 


WITNESS my hand and notarial seal, this 18th
day of May, A.D. 2006.


 


	
  /s/ Anabella Hernandez

  	
   

  	
   

  
	
  Anabella
  Hernandez 

  Notary Public 

  My commission expires: July 8, 2006

  	
   

  
	
   

  	
  (NOTARY SEAL)

  



 

















 


	
  STATE OF ILLINOIS

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY OF COOK

  	
  )

  	
   

  



 


D. G. Donovan and L. Garcia, being severally duly sworn, each for
himself/herself deposes and says that he, the said D. G. Donovan, is Vice
President, and she, the said L. Garcia, is Assistant Vice President, of BNY
Midwest Trust Company, the corporation described in and which executed the
within and foregoing Supplemental Trust Indenture, as mortgagee; and each for
himself further says that said Supplemental Trust Indenture was executed in
good faith, and not for the purpose of hindering, delaying, or defrauding any
creditor of the mortgagor.


 


	
  /s/ D. G.
  Donovan

  	
   

  	
   

  	
  /s/ L.
  Garcia

  	
   

  
	
  D. G.
  Donovan

  	
   

  	
  L.
  Garcia

  



 


Subscribed and sworn to before me this 18th day of May, A.D. 2006.


 


	
  /s/ Anabella Hernandez 

  	
   

  	
   

  
	
  Anabella
  Hernandez  

  Notary
  Public 

  My commission expires: July 8, 2006

  	
   

  
	
   

  	
   

  
	
   

  	
  (NOTARY SEAL)

  



 





















 


SCHEDULE A


 


The property referred to in Article I of
the foregoing Supplemental Trust Indenture from Northern States Power Company
to BNY Midwest Trust Company, Trustee, made as of May 1, 2006, includes
the following property hereinafter more specifically described. Such
description, however, is not intended to limit or impair the scope or intention
of the general description contained in the granting clauses or elsewhere in
the Indenture.


 


I. PROPERTIES IN THE STATE OF MINNESOTA


 


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


 


That part of Lot 1, Block 1, Centre
Pointe Business Park, according to the recorded plat thereof, Ramsey County,
Minnesota, which lies Northeasterly of a line described as


 


commencing at the most Southerly corner of
said Lot 1; thence Northeasterly, along the Southerly line of said Lot 1, a
distance of 61.01 feet, along a curve concave to the Southeast having a radius
of 325.00 feet and a central angle of 10 degrees 45 minutes 19 seconds to a
point of tangency on said Southeasterly line of Lot 1; thence North 45 degrees
00 minutes 00 seconds East, assumed bearing, tangent to said curve, along said
Southeasterly line of Lot 1, a distance of 167.00 feet to the point of
beginning of the line to be described; thence North 45 degrees 00 minutes 00
seconds West, a distance of 160.00 feet; thence North 59 degrees 05 minutes 20
seconds West, a distance of 139.49 feet to the Northwesterly line of said Lot 1
and said line there terminating.


 


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


 


The South 501
feet of the West 1011 feet of the Southwest Quarter of the Southeast Quarter
(SW1/4SE1/4), Section 25, Township 114, Range 20.


 


II. TRANSMISSION LINES OF THE COMPANY

IN THE STATE OF MINNESOTA


 


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


 


	
  Line 5540

  	
  0.43 Miles

  	
  Split Rock – Angus Anson

  
	
   

  	
   

  	
  Minnehaha County, SD., Sec.’s 29, 30, 31, 32, T.102N., R.48W.

  



 

















 


III. GAS DISTRIBUTION SYSTEMS OF THE COMPANY

IN THE STATE OF MINNESOTA


 


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


 


	
  Line 5542

  	
  0.30 Miles

  	
  Wilmarth –
  Calpine Generator Interconnection #1

  
	
   

  	
   

  	
  Blue Earth
  County, MN., Sec. 31, T109N, R26W

  
	
   

  	
   

  	
   

  
	
  Line 5543

  	
  0.26 Miles

  	
  Wilmarth –
  Calpine Generator Interconnection #2

  
	
   

  	
   

  	
  Blue Earth
  County, MN., Sec. 31, T109N, R26W

  
	
   

  	
   

  	
   

  
	
  Line 0974

  	
  0.28 Miles

  	
  Wilmarth –
  Calpine Generator Interconnection #3

  
	
   

  	
   

  	
  Blue Earth
  County, MN., Sec. 31, T109N, R26W

  



 

















 


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


 


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


 


Return
recorded document(s) to Lori R. Pagel, GO-Mezzanine, Xcel Energy, 414 Nicollet
Mall, Minneapolis, Minnesota 55401.