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                                                                    EXHIBIT 4.92

                                                                  EXECUTION COPY

                          NORTHERN STATES POWER COMPANY

                            (A WISCONSIN CORPORATION)

             5.25% FIRST MORTGAGE BONDS, SERIES DUE OCTOBER 1, 2018

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                 October 2, 2003
Goldman, Sachs & Co.,
BNY Capital Markets, Inc.
   As representatives of the several Purchasers
   named in Schedule I to the Purchase Agreement

c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

and

c/o BNY Capital Markets, Inc.
One Wall Street
New York, New York 10286

Ladies and Gentlemen:

         Northern States Power Company, a Wisconsin corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its 5.25% First Mortgage
Bonds, Series due October 1, 2018. As an inducement to the Purchasers to enter
into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchasers thereunder, the Company agrees with the Purchasers
for the benefit of holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows:

         1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

         The term "broker-dealer" shall mean any broker or dealer registered
with the Commission under the Exchange Act.

         "Closing Date" shall mean the date on which the Securities are
     initially issued.

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         "Commission" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.

         "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

         "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

         The term "holder" shall mean each of the Purchasers and other persons
     who acquire Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.

         "Indenture" shall mean the Trust Indenture, dated as of April 1, 1947,
     as supplemented by several supplemental trust indentures, a Supplemental
     and Restated Trust Indenture dated March 1, 1991 and a supplemental
     indenture to be dated as of September 1, 2003, as the same shall be amended
     from time to time.

         "Liquidated Damages" shall have the meaning assigned thereto in Section
     2(c) hereof.

         "Notice and Questionnaire" means a Notice of Registration Statement and
     Selling Securityholder Questionnaire substantially in the form of Exhibit A
     hereto.

         The term "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     September 25, 2003, between the Purchasers and the Company relating to the
     Securities.

         "Purchasers" shall mean the Purchasers named in Schedule I to the
     Purchase Agreement.

         "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an

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     Exchange Offer as contemplated in Section 2(a) hereof (provided that any
     Exchange Security that, pursuant to the last two sentences of Section 2(a),
     is included in a prospectus for use in connection with resales by
     broker-dealers shall be deemed to be a Registrable Security with respect to
     Sections 5, 6 and 9 until resale of such Registrable Security has been
     effected within the 180-day period referred to in Section 2(a)); (ii) in
     the circumstances contemplated by Section 2(b) hereof, a Shelf Registration
     Statement registering such Security under the Securities Act has been
     declared or becomes effective and such Security has been sold or otherwise
     transferred by the holder thereof pursuant to and in a manner contemplated
     by such effective Shelf Registration Statement; (iii) such Security is sold
     pursuant to Rule 144 under circumstances in which any legend borne by such
     Security relating to restrictions on transferability thereof, under the
     Securities Act or otherwise, is removed by the Company or pursuant to the
     Indenture; (iv) such Security is eligible to be sold pursuant to paragraph
     (k) of Rule 144; or (v) such Security shall cease to be outstanding.

         "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

         "Registration Default Period" shall have the meaning assigned thereto
     in Section 2(c) hereof.

         "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

         "Resale Period" shall have the meaning assigned thereto in Section 2(a)
     hereof.

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
     Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
     Securities outside the ordinary course of such holder's business, (iii) a
     holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

         "Securities" shall mean, collectively, the 5.25% First Mortgage Bonds,
     Series A due October 1, 2018, of the Company to be issued and sold to the
     Purchasers, and the 5.25% First Mortgage Bonds, Series B due October 1,
     2018, of the Company issued in exchange therefor or in lieu thereof
     pursuant to the Indenture.

         "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

         "Shelf Registration" shall have the meaning assigned thereto in Section
     2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

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         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

          2. Registration Under the Securities Act.

         (a) Except as set forth in Section 2(b) below, the Company agrees to
     file under the Securities Act, as soon as practicable, but no later than
     120 days after the Closing Date, a registration statement relating to an
     offer to exchange (such registration statement, the "Exchange Registration
     Statement", and such offer, the "Exchange Offer") any and all of the
     Securities for a like aggregate principal amount of debt securities to be
     issued by the Company, which debt securities are to be substantially
     identical to the Securities (and will be entitled to the benefits of a
     trust indenture which is substantially identical to the Indenture or is the
     Indenture and which has been qualified under the Trust Indenture Act),
     except that they will have been registered pursuant to an effective
     registration statement under the Securities Act and do not contain
     provisions for the liquidated damages contemplated in Section 2(c) below
     (such new debt securities hereinafter called "Exchange Securities"). The
     Company agrees to use its best efforts to cause the Exchange Registration
     Statement to become effective under the Securities Act as soon as
     practicable, but no later than 180 days after the Closing Date. The
     Exchange Offer will be registered under the Securities Act on the
     appropriate form and will comply with all applicable tender offer rules and
     regulations under the Exchange Act. The Company further agrees to use its
     best efforts to commence and complete the Exchange Offer promptly, but no
     later than 45 days after such registration statement has become effective,
     hold the Exchange Offer open for at least 30 days and exchange Exchange
     Securities for all Registrable Securities that have been properly tendered
     and not withdrawn on or prior to the expiration of the Exchange Offer. The
     Exchange Offer will be deemed to have been "completed" only if the debt
     securities received by holders other than Restricted Holders in the
     Exchange Offer for Registrable Securities are, upon receipt, transferable
     by each such holder without restriction under the Securities Act and the
     Exchange Act and without material restrictions under the blue sky or
     securities laws of a substantial majority of the States of the United
     States of America. The Exchange Offer shall be deemed to have been
     completed upon the earlier to occur of (i) the Company having exchanged the
     Exchange Securities for all outstanding Registrable Securities pursuant to
     the Exchange Offer and (ii) the Company having exchanged, pursuant to the
     Exchange Offer, Exchange Securities for all Registrable Securities that
     have been properly tendered and not withdrawn before the expiration of the
     Exchange Offer, which shall be on a date that is at least 30 days following
     the commencement of the Exchange Offer. The Company agrees (x) to include
     in the Exchange Registration Statement a prospectus for use in any resales
     by any holder of Exchange Securities that is a broker-dealer and (y) to
     keep such Exchange Registration Statement effective for a period (the
     "Resale Period") beginning when Exchange Securities are first issued in the
     Exchange Offer and ending upon the earlier of the expiration of the 180th
     day after the Exchange Offer has been completed or such time as such
     broker-dealers no longer own any Registrable Securities. With respect to
     such Exchange Registration Statement, such holders shall have the benefit
     of the rights of indemnification and contribution set forth in Sections
     6(a), (c), (d) and (e) hereof.

         (b) If (i) on or prior to the time the Exchange Offer is completed
     existing Commission interpretations are changed such that the Exchange
     Securities received by holders other

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     than Restricted Holders in the Exchange Offer for Registrable Securities
     are not or would not be, upon receipt, transferable by each such holder
     without restriction under the Securities Act, (ii) the Exchange Offer has
     not been completed within 225 days following the Closing Date or (iii) the
     Exchange Offer is not available to any holder of the Securities, the
     Company shall, in lieu of (or, in the case of clause (iii), in addition to)
     conducting the Exchange Offer contemplated by Section 2(a), file under the
     Securities Act as soon as practicable, but no later than 90 days after the
     time such obligation to file arises, a "shelf" registration statement
     providing for the registration of, and the sale on a continuous or delayed
     basis by the holders of, all of the Registrable Securities, pursuant to
     Rule 415 or any similar rule that may be adopted by the Commission (such
     filing, the "Shelf Registration" and such registration statement, the
     "Shelf Registration Statement"). The Company agrees to use its best efforts
     (x) to cause the Shelf Registration Statement to become or be declared
     effective no later than 120 days after such Shelf Registration Statement is
     filed and to keep such Shelf Registration Statement continuously effective
     for a period ending on the earlier of the second anniversary of the
     Effective Time or such time as there are no longer any Registrable
     Securities outstanding, provided, however, that no holder shall be entitled
     to be named as a selling securityholder in the Shelf Registration Statement
     or to use the prospectus forming a part thereof for resales of Registrable
     Securities unless such holder is an Electing Holder and provided, further,
     that no holder (other than the Purchasers) shall be entitled to have the
     Registrable Securities held by it covered by such Shelf Registration
     Statement unless such holder agrees in writing to be bound by all of the
     provisions of this Exchange and Registration Rights Agreement applicable to
     such holder, and (y) after the Effective Time of the Shelf Registration
     Statement, promptly upon the request of any holder of Registrable
     Securities that is not then an Electing Holder, to take any action
     reasonably necessary to enable such holder to use the prospectus forming a
     part thereof for resales of Registrable Securities, including, without
     limitation, any action necessary to identify such holder as a selling
     securityholder in the Shelf Registration Statement, provided, however, that
     nothing in this clause (y) shall relieve any such holder of the obligation
     to return a completed and signed Notice and Questionnaire to the Company in
     accordance with Section 3(d)(iii) hereof. The Company further agrees to
     supplement or make amendments to the Shelf Registration Statement, as and
     when required by the rules, regulations or instructions applicable to the
     registration form used by the Company for such Shelf Registration Statement
     or by the Securities Act or rules and regulations thereunder for shelf
     registration, and the Company agrees to furnish to each Electing Holder
     copies of any such supplement or amendment prior to its being used or
     promptly following its filing with the Commission.

         (c) In the event that (i) the Company has not filed the Exchange
     Registration Statement or Shelf Registration Statement on or before the
     date on which such registration statement is required to be filed pursuant
     to Section 2(a) or 2(b), respectively, (ii) such Exchange Registration
     Statement or Shelf Registration Statement has not become effective or been
     declared effective by the Commission on or before the date on which such
     registration statement is required to become or be declared effective
     pursuant to Section 2(a) or 2(b), respectively, (iii) the Exchange Offer
     has not been completed within 45 days after the initial effective date of
     the Exchange Registration Statement relating to the Exchange Offer (if the
     Exchange Offer is then required to be made) or (iv) during any time that
     the Company is required by Section 2(a) or 2(b) to maintain an effective
     Exchange Registration Statement or Shelf Registration Statement, any
     Exchange Registration Statement or Shelf Registration Statement required by
     Section 2(a) or 2(b) hereof is filed and declared effective but shall
     thereafter either be withdrawn by the Company or shall become subject to an
     effective stop order issued pursuant to Section 8(d) of the Securities Act
     suspending the effectiveness of

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     such registration statement (except as specifically permitted herein)
     without being succeeded immediately by an additional registration statement
     filed and declared effective (each such event referred to in clauses (i)
     through (iv), a "Registration Default" and each period during which a
     Registration Default has occurred and is continuing, a "Registration
     Default Period"), then, as liquidated damages for such Registration Default
     ("Liquidated Damages"), subject to the provisions of Section 9(b), the
     Company shall pay, from and including the date on which any such
     Registration Default shall occur to and including the first week in which
     all such Registration Defaults have been cured, an amount equal to $0.10
     per week per $1,000 principal amount of outstanding Securities, in addition
     to the interest set forth in the title of the Securities.

         (d) The Company shall take all actions necessary or advisable to be
     taken by it to ensure that the transactions contemplated herein are
     effected as so contemplated.

         (e) Any reference herein to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time and any reference herein
     to any post-effective amendment to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time.

         3. Registration Procedures.

            If the Company files a registration statement pursuant to Section
2(a) or Section 2(b), the following provisions shall apply:

         (a) At or before the Effective Time of the Exchange Offer or the Shelf
     Registration, as the case may be, the Company shall qualify the Indenture
     under the Trust Indenture Act.

         (b) In the event that such qualification would require the appointment
     of a new trustee under the Indenture, the Company shall appoint a new
     trustee thereunder pursuant to the applicable provisions of the Indenture.

         (c) In connection with the Company's obligations with respect to the
     registration of Exchange Securities as contemplated by Section 2(a) (the
     "Exchange Registration"), if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

                 (i)    prepare and file with the Commission, as soon as
             practicable but no later than 120 days after the Closing Date, an
             Exchange Registration Statement on any form which may be utilized
             by the Company and which shall permit the Exchange Offer and
             resales of Exchange Securities by broker-dealers during the
             Resale Period to be effected as contemplated by Section 2(a), and
             use its best efforts to cause such Exchange Registration
             Statement to become effective as soon as practicable thereafter,
             but no later than 180 days after the Closing Date;

                 (ii)   as soon as practicable prepare and file with the
             Commission such amendments and supplements to such Exchange
             Registration Statement and the prospectus included therein as may
             be necessary to effect and maintain the effectiveness of such
             Exchange Registration Statement for the periods and purposes
             contemplated in Section 2(a) hereof and as may be required by the
             applicable rules and regulations of the Commission and the
             instructions applicable to the form of such Exchange Registration
             Statement, and promptly provide each broker-dealer holding Exchange
             Securities with such number of copies of the

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             prospectus included therein (as then amended or supplemented), in
             conformity in all material respects with the requirements of the
             Securities Act and the Trust Indenture Act and the rules and
             regulations of the Commission thereunder, as such broker-dealer
             reasonably may request prior to the expiration of the Resale
             Period, for use in connection with resales of Exchange Securities;

                 (iii)  promptly notify each broker-dealer that has requested or
             received copies of the prospectus included in such registration
             statement, and confirm such advice in writing, (A) when such
             Exchange Registration Statement or the prospectus included therein
             or any prospectus amendment or supplement or post-effective
             amendment has been filed, and, with respect to such Exchange
             Registration Statement or any post-effective amendment, when the
             same has become effective, (B) of any comments by the Commission
             and by the blue sky or securities commissioner or regulator of any
             state with respect thereto or any request by the Commission for
             amendments or supplements to such Exchange Registration Statement
             or prospectus or for additional information, (C) of the issuance by
             the Commission of any stop order suspending the effectiveness of
             such Exchange Registration Statement or the initiation or
             threatening of any proceedings for that purpose, (D) if at any time
             the representations and warranties of the Company contemplated by
             Section 5 cease to be true and correct in all material respects,
             (E) of the receipt by the Company of any notification with respect
             to the suspension of the qualification of the Exchange Securities
             for sale in any jurisdiction or the initiation or threatening of
             any proceeding for such purpose or (F) at any time during the
             Resale Period when a prospectus is required to be delivered under
             the Securities Act, that such Exchange Registration Statement,
             prospectus, prospectus amendment or supplement or post-effective
             amendment does not conform in all material respects to the
             applicable requirements of the Securities Act and the Trust
             Indenture Act and the rules and regulations of the Commission
             thereunder or contains an untrue statement of a material fact or
             omits to state any material fact required to be stated therein or
             necessary to make the statements therein not misleading in light of
             the circumstances then existing;

                 (iv)   in the event that the Company would be required,
             pursuant to Section 3(e)(iii)(F) above, to notify any
             broker-dealers holding Exchange Securities, without delay prepare
             and furnish to each such holder a reasonable number of copies of a
             prospectus supplemented or amended so that, as thereafter delivered
             to purchasers of such Exchange Securities during the Resale Period,
             such prospectus shall conform in all material respects to the
             applicable requirements of the Securities Act and the Trust
             Indenture Act and the rules and regulations of the Commission
             thereunder and shall not contain an untrue statement of a material
             fact or omit to state a material fact required to be stated therein
             or necessary to make the statements therein not misleading in light
             of the circumstances then existing;

                 (v)    use its best efforts to obtain the withdrawal of any
             order suspending the effectiveness of such Exchange Registration
             Statement or any post-effective amendment thereto at the earliest
             practicable date;

                 (vi)   use its best efforts to (A) register or qualify the
             Exchange Securities under the securities laws or blue sky laws of
             such jurisdictions as are contemplated by Section 2(a) no later
             than the commencement of the Exchange Offer, (B) keep such
             registrations or qualifications in effect and comply with such laws
             so as to permit the

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             continuance of offers, sales and dealings therein in such
             jurisdictions until the expiration of the Resale Period and (C)
             take any and all other actions as may be reasonably necessary or
             advisable to enable each broker-dealer holding Exchange Securities
             to consummate the disposition thereof in such jurisdictions;
             provided, however, that the Company shall not be required for any
             such purpose to (1) qualify as a foreign corporation in any
             jurisdiction wherein it would not otherwise be required to qualify
             but for the requirements of this Section 3(c)(vi), (2) consent to
             general service of process in any such jurisdiction or (3) make any
             changes to its certificate of incorporation or by-laws or any
             agreement between it and its stockholders;

                 (vii)  use its best efforts to obtain the consent or approval
             of each governmental agency or authority, whether federal, state or
             local, which may be required to effect the Exchange Registration,
             the Exchange Offer and the offering and sale of Exchange Securities
             by broker-dealers during the Resale Period;

                 (viii) provide a CUSIP number for all Exchange Securities, not
             later than the applicable Effective Time;

                 (ix)   comply with all applicable rules and regulations of the
             Commission, and make generally available to its securityholders as
             soon as practicable but no later than 18 months after the effective
             date of such Exchange Registration Statement, an earnings statement
             of the Company and its subsidiaries complying with Section 11(a) of
             the Securities Act (including, at the option of the Company, Rule
             158 thereunder).

         (d) In connection with the Company's obligations with respect to the
     Shelf Registration, if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

                 (i)    prepare and file with the Commission, as soon as
             practicable but in any case within the time periods specified in
             Section 2(b), a Shelf Registration Statement on any form which may
             be utilized by the Company and which shall register all of the
             Registrable Securities for resale by the holders thereof in
             accordance with such method or methods of disposition as may be
             specified by such of the holders as, from time to time, may be
             Electing Holders and use its best efforts to cause such Shelf
             Registration Statement to become effective as soon as practicable
             but in any case within the time periods specified in Section 2(b);

                 (ii)   not less than 30 calendar days prior to the Effective
             Time of the Shelf Registration Statement, mail the Notice and
             Questionnaire to the holders of Registrable Securities who have
             requested such Notice and Questionnaire; no holder shall be
             entitled to be named as a selling securityholder in the Shelf
             Registration Statement as of the Effective Time, and no holder
             shall be entitled to use the prospectus forming a part thereof for
             resales of Registrable Securities at any time, unless such holder
             has returned a completed and signed Notice and Questionnaire to the
             Company by the deadline for response set forth therein; provided,
             however, holders of Registrable Securities shall have at least 28
             calendar days from the date on which the Notice and Questionnaire
             is first mailed to such holders to return a completed and signed
             Notice and Questionnaire to the Company;

                 (iii)  after the Effective Time of the Shelf Registration
             Statement, upon the request of any holder of Registrable Securities
             that is not then an Electing Holder, promptly send a Notice and
             Questionnaire to such holder; provided that the

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             Company shall not be required to take any action to name such
             holder as a selling securityholder in the Shelf Registration
             Statement or to enable such holder to use the prospectus forming a
             part thereof for resales of Registrable Securities until such
             holder has returned a completed and signed Notice and Questionnaire
             to the Company;

                 (iv)   as soon as practicable prepare and file with the
             Commission such amendments and supplements to such Shelf
             Registration Statement and the prospectus included therein as may
             be necessary to effect and maintain the effectiveness of such Shelf
             Registration Statement for the period specified in Section 2(b)
             hereof and as may be required by the applicable rules and
             regulations of the Commission and the instructions applicable to
             the form of such Shelf Registration Statement, and furnish to the
             Electing Holders copies of any such supplement or amendment
             simultaneously with or prior to its being used or filed with the
             Commission;

                 (v)    comply with the provisions of the Securities Act with
             respect to the disposition of all of the Registrable Securities
             covered by such Shelf Registration Statement in accordance with the
             intended methods of disposition by the Electing Holders provided
             for in such Shelf Registration Statement;

                 (vi)   provide (A) the Electing Holders, (B) the underwriters
             (which term, for purposes of this Exchange and Registration Rights
             Agreement, shall include a person deemed to be an underwriter
             within the meaning of Section 2(a)(11) of the Securities Act), if
             any, thereof, (C) any sales or placement agent therefor, (D)
             counsel for any such underwriter or agent and (E) not more than one
             counsel for all the Electing Holders the opportunity to participate
             in the preparation of such Shelf Registration Statement, each
             prospectus included therein or filed with the Commission and each
             amendment or supplement thereto;

                 (vii)  for a reasonable period prior to the filing of such
             Shelf Registration Statement, and throughout the period specified
             in Section 2(b), make available at reasonable times at the
             Company's principal place of business or such other reasonable
             place for inspection by the Purchasers and any Electing Holders
             aggregating at least 25% in aggregate principal amount of the
             Registrable Securities at the time outstanding who shall certify to
             the Company that they have a current intention to sell the
             Registrable Securities pursuant to the Shelf Registration such
             financial and other information and books and records of the
             Company, and cause the officers, employees, counsel and independent
             certified public accountants of the Company to respond to such
             inquiries, as shall be reasonably necessary, in the judgment of the
             respective counsel referred to in such Section, to conduct a
             reasonable investigation within the meaning of Section 11 of the
             Securities Act; provided, however, that each such party shall be
             required to maintain in confidence and not to disclose to any other
             person any information or records reasonably designated by the
             Company as being confidential, until such time as (A) such
             information becomes a matter of public record (whether by virtue of
             its inclusion in such registration statement or otherwise), or (B)
             such person shall be required so to disclose such information
             pursuant to a subpoena or order of any court or other governmental
             agency or body having jurisdiction over the matter (subject to the
             requirements of such order, and only after such person shall have
             given the Company prompt prior written notice of such requirement),
             or (C) such information is

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             required to be set forth in such Shelf Registration Statement or
             the prospectus included therein or in an amendment to such Shelf
             Registration Statement or an amendment or supplement to such
             prospectus in order that such Shelf Registration Statement,
             prospectus, amendment or supplement, as the case may be, complies
             with applicable requirements of the federal securities laws and the
             rules and regulations of the Commission and does not contain an
             untrue statement of a material fact or omit to state therein a
             material fact required to be stated therein or necessary to make
             the statements therein not misleading in light of the circumstances
             then existing;

                 (viii) promptly notify each of the Electing Holders, any sales
             or placement agent therefor and any underwriter thereof (which
             notification may be made through any managing underwriter that is a
             representative of such underwriter for such purpose) and confirm
             such advice in writing, (A) when such Shelf Registration Statement
             or the prospectus included therein or any prospectus amendment or
             supplement or post-effective amendment has been filed, and, with
             respect to such Shelf Registration Statement or any post-effective
             amendment, when the same has become effective, (B) of any comments
             by the Commission and by the blue sky or securities commissioner or
             regulator of any state with respect thereto or any request by the
             Commission for amendments or supplements to such Shelf Registration
             Statement or prospectus or for additional information, (C) of the
             issuance by the Commission of any stop order suspending the
             effectiveness of such Shelf Registration Statement or the
             initiation or threatening of any proceedings for that purpose, (D)
             if at any time the representations and warranties of the Company
             contemplated by Section 3(d)(xvii) or Section 5 cease to be true
             and correct in all material respects, (E) of the receipt by the
             Company of any notification with respect to the suspension of the
             qualification of the Registrable Securities for sale in any
             jurisdiction or the initiation or threatening of any proceeding for
             such purpose or (F) if at any time when a prospectus is required to
             be delivered under the Securities Act, that such Shelf Registration
             Statement, prospectus, prospectus amendment or supplement or
             post-effective amendment does not conform in all material respects
             to the applicable requirements of the Securities Act and the Trust
             Indenture Act and the rules and regulations of the Commission
             thereunder or contains an untrue statement of a material fact or
             omits to state any material fact required to be stated therein or
             necessary to make the statements therein not misleading in light of
             the circumstances then existing;

                 (ix)   use its best efforts to obtain the withdrawal of any
             order suspending the effectiveness of such registration statement
             or any post-effective amendment thereto at the earliest practicable
             date;

                 (x)    if requested by any managing underwriter or
             underwriters, any placement or sales agent or any Electing Holder,
             promptly incorporate in a prospectus supplement or post-effective
             amendment such information as is required by the applicable rules
             and regulations of the Commission and as such managing underwriter
             or underwriters, such agent or such Electing Holder specifies
             should be included therein relating to the terms of the sale of
             such Registrable Securities, including information with respect to
             the principal amount of Registrable Securities being sold by such
             Electing Holder or agent or to any underwriters, the name and
             description of such Electing Holder, agent or underwriter, the
             offering price of such Registrable Securities and any discount,
             commission or other compensation payable in respect

                                       10
<PAGE>

             thereof, the purchase price being paid therefor by such
             underwriters and with respect to any other terms of the offering of
             the Registrable Securities to be sold by such Electing Holder or
             agent or to such underwriters; and make all required filings of
             such prospectus supplement or post-effective amendment promptly
             after notification of the matters to be incorporated in such
             prospectus supplement or post-effective amendment;

                 (xi)   furnish to each Electing Holder, each placement or sales
             agent, if any, therefor, each underwriter, if any, thereof and the
             respective counsel referred to in Section 3(d)(vi) an executed copy
             (or, in the case of an Electing Holder, a conformed copy) of such
             Shelf Registration Statement, each such amendment and supplement
             thereto (in each case including all exhibits thereto (in the case
             of an Electing Holder of Registrable Securities, upon request) and
             documents incorporated by reference therein) and such number of
             copies of such Shelf Registration Statement (excluding exhibits
             thereto and documents incorporated by reference therein unless
             specifically so requested by such Electing Holder, agent or
             underwriter, as the case may be) and of the prospectus included in
             such Shelf Registration Statement (including each preliminary
             prospectus and any summary prospectus), in conformity in all
             material respects with the applicable requirements of the
             Securities Act and the Trust Indenture Act and the rules and
             regulations of the Commission thereunder, and such other documents,
             as such Electing Holder, agent, if any, and underwriter, if any,
             may reasonably request in order to facilitate the offering and
             disposition of the Registrable Securities owned by such Electing
             Holder, offered or sold by such agent or underwritten by such
             underwriter and to permit such Electing Holder, agent and
             underwriter to satisfy the prospectus delivery requirements of the
             Securities Act; and the Company hereby consents to the use of such
             prospectus (including such preliminary and summary prospectus) and
             any amendment or supplement thereto by each such Electing Holder
             and by any such agent and underwriter, in each case in the form
             most recently provided to such person by the Company, in connection
             with the offering and sale of the Registrable Securities covered by
             the prospectus (including such preliminary and summary prospectus)
             or any supplement or amendment thereto;

                 (xii)  use best efforts to (A) register or qualify the
             Registrable Securities to be included in such Shelf Registration
             Statement under such securities laws or blue sky laws of such
             jurisdictions as any Electing Holder and each placement or sales
             agent, if any, therefor and underwriter, if any, thereof shall
             reasonably request, (B) keep such registrations or qualifications
             in effect and comply with such laws so as to permit the continuance
             of offers, sales and dealings therein in such jurisdictions during
             the period the Shelf Registration is required to remain effective
             under Section 2(b) above and for so long as may be necessary to
             enable any such Electing Holder, agent or underwriter to complete
             its distribution of Securities pursuant to such Shelf Registration
             Statement and (C) take any and all other actions as may be
             reasonably necessary or advisable to enable each such Electing
             Holder, agent, if any, and underwriter, if any, to consummate the
             disposition in such jurisdictions of such Registrable Securities;
             provided, however, that the Company shall not be required for any
             such purpose to (1) qualify as a foreign corporation in any
             jurisdiction wherein it would not otherwise be required to qualify
             but for the requirements of this Section 3(d)(xii), (2) consent to
             general service of process in any such jurisdiction or (3) make any
             changes to its certificate of incorporation or by-laws or any
             agreement between it and its stockholders;

                                       11
<PAGE>

                 (xiii) use its best efforts to obtain the consent or approval
             of each governmental agency or authority, whether federal, state or
             local, which may be required to effect the Shelf Registration or
             the offering or sale in connection therewith or to enable the
             selling holder or holders to offer, or to consummate the
             disposition of, their Registrable Securities;

                 (xiv)  unless any Registrable Securities shall be in book-entry
             only form, cooperate with the Electing Holders and the managing
             underwriters, if any, to facilitate the timely preparation and
             delivery of certificates representing Registrable Securities to be
             sold, which certificates, if so required by any securities exchange
             upon which any Registrable Securities are listed, shall be penned,
             lithographed or engraved, or produced by any combination of such
             methods, on steel engraved borders, and which certificates shall
             not bear any restrictive legends; and, in the case of an
             underwritten offering, enable such Registrable Securities to be in
             such denominations and registered in such names as the managing
             underwriters may request at least two business days prior to any
             sale of the Registrable Securities;

                 (xv)   provide a CUSIP number for all Registrable Securities,
             not later than the applicable Effective Time;

                 (xvi)  enter into one or more underwriting agreements,
             engagement letters, agency agreements, "best efforts" underwriting
             agreements or similar agreements, as appropriate, including
             customary provisions relating to indemnification and contribution,
             and take such other actions in connection therewith as any Electing
             Holders aggregating at least 25% in aggregate principal amount of
             the Registrable Securities at the time outstanding shall request in
             order to expedite or facilitate the disposition of such Registrable
             Securities;

                 (xvii) whether or not an agreement of the type referred to in
             Section 3(d)(xvi) hereof is entered into and whether or not any
             portion of the offering contemplated by the Shelf Registration is
             an underwritten offering or is made through a placement or sales
             agent or any other entity, (A) make such representations and
             warranties to the Electing Holders and the placement or sales
             agent, if any, therefor and the underwriters, if any, thereof in
             form, substance and scope as are customarily made in connection
             with an offering of debt securities pursuant to any appropriate
             agreement or to a registration statement filed on the form
             applicable to the Shelf Registration; (B) obtain an opinion of
             counsel to the Company in customary form and covering such matters,
             of the type customarily covered by such an opinion, as the managing
             underwriters, if any, or as any Electing Holders of at least 25% in
             aggregate principal amount of the Registrable Securities at the
             time outstanding may reasonably request, addressed to such Electing
             Holder or Electing Holders and the placement or sales agent, if
             any, therefor and the underwriters, if any, thereof and dated the
             effective date of such Shelf Registration Statement (and if such
             Shelf Registration Statement contemplates an underwritten offering
             of a part or all of the Registrable Securities, dated the date of
             the closing under the underwriting agreement relating thereto) (it
             being agreed that the matters to be covered by such opinion shall
             include the due incorporation and good standing of the Company; the
             qualification of the Company to transact business as a foreign
             corporation; the due authorization, execution and delivery of the
             relevant agreement of the type referred to in Section 3(d)(xvi)
             hereof; the due authorization, execution, authentication and
             issuance, and the validity and enforceability, of the Securities;
             the absence of

                                       12
<PAGE>

             material legal or governmental proceedings involving the Company;
             the absence of a breach by the Company of, or a default under,
             material agreements binding upon the Company of the Company; the
             absence of governmental approvals required to be obtained in
             connection with the Shelf Registration, the offering and sale of
             the Registrable Securities, this Exchange and Registration Rights
             Agreement or any agreement of the type referred to in Section
             3(d)(xvi) hereof, except such approvals as may be required under
             state securities or blue sky laws; the material compliance as to
             form of such Shelf Registration Statement and any documents
             incorporated by reference therein and of the Indenture with the
             requirements of the Securities Act and the Trust Indenture Act and
             the rules and regulations of the Commission thereunder,
             respectively; and, as of the date of the opinion and of the Shelf
             Registration Statement or most recent post-effective amendment
             thereto, as the case may be, the absence from such Shelf
             Registration Statement and the prospectus included therein, as then
             amended or supplemented, and from the documents incorporated by
             reference therein (in each case other than the financial statements
             and other financial information contained therein) of an untrue
             statement of a material fact or the omission to state therein a
             material fact necessary to make the statements therein not
             misleading (in the case of such documents, in the light of the
             circumstances existing at the time that such documents were filed
             with the Commission under the Exchange Act)); (C) upon the request
             of any Electing Holders aggregating at least 25% in aggregate
             principal amount of the Registrable Securities at the time
             outstanding, obtain a "cold comfort" letter or letters from the
             independent certified public accountants of the Company addressed
             to the selling Electing Holders, the placement or sales agent, if
             any, therefor or the underwriters, if any, thereof, dated (i) the
             effective date of such Shelf Registration Statement and (ii) the
             effective date of any prospectus supplement to the prospectus
             included in such Shelf Registration Statement or post-effective
             amendment to such Shelf Registration Statement which includes
             unaudited or audited financial statements as of a date or for a
             period subsequent to that of the latest such statements included in
             such prospectus (and, if such Shelf Registration Statement
             contemplates an underwritten offering pursuant to any prospectus
             supplement to the prospectus included in such Shelf Registration
             Statement or post-effective amendment to such Shelf Registration
             Statement which includes unaudited or audited financial statements
             as of a date or for a period subsequent to that of the latest such
             statements included in such prospectus, dated the date of the
             closing under the underwriting agreement relating thereto), such
             letter or letters to be in customary form and covering such matters
             of the type customarily covered by letters of such type; (D)
             deliver such documents and certificates, including officers'
             certificates, as may be reasonably requested by any Electing
             Holders of at least 25% in aggregate principal amount of the
             Registrable Securities at the time outstanding or the placement or
             sales agent, if any, therefor and the managing underwriters, if
             any, thereof to evidence the accuracy of the representations and
             warranties made pursuant to clause (A) above or those contained in
             Section 5(a) hereof and the compliance with or satisfaction of any
             agreements or conditions contained in the underwriting agreement or
             other agreement entered into by the Company; and (E) undertake such
             obligations relating to expense reimbursement, indemnification and
             contribution as are provided in Section 6 hereof;

                 (xviii)notify in writing each holder of Registrable Securities
             of any proposal by the Company to amend or waive any provision of
             this Exchange and Registration Rights Agreement pursuant to Section
             9(h) hereof and of any amendment or waiver

                                       13
<PAGE>

             effected pursuant thereto, each of which notices shall contain the
             text of the amendment or waiver proposed or effected, as the case
             may be;

                 (xix)  in the event that any broker-dealer registered under the
             Exchange Act shall underwrite any Registrable Securities or
             participate as a member of an underwriting syndicate or selling
             group or "assist in the distribution" (within the meaning of the
             Conduct Rules (the "Conduct Rules") of the National Association of
             Securities Dealers, Inc. ("NASD") or any successor thereto, as
             amended from time to time) thereof, whether as a holder of such
             Registrable Securities or as an underwriter, a placement or sales
             agent or a broker or dealer in respect thereof, or otherwise,
             assist such broker-dealer in complying with the requirements of
             such Conduct Rules, including by providing such information to such
             broker-dealer as may be required in order for such broker-dealer to
             comply with the requirements of the Conduct Rules; and

                 (xx)   comply with all applicable rules and regulations of the
             Commission, and make generally available to its securityholders as
             soon as practicable but in any event not later than 18 months after
             the effective date of such Shelf Registration Statement, an
             earnings statement of the Company and its subsidiaries complying
             with Section 11(a) of the Securities Act (including, at the option
             of the Company, Rule 158 thereunder).

         (e) In the event that the Company would be required, pursuant to
     Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement
     or sales agent, if any, therefor and the managing underwriters, if any,
     thereof, the Company shall without delay prepare and furnish to each of the
     Electing Holders, to each placement or sales agent, if any, and to each
     such underwriter, if any, a reasonable number of copies of a prospectus
     supplemented or amended so that, as thereafter delivered to purchasers of
     Registrable Securities, such prospectus shall conform in all material
     respects to the applicable requirements of the Securities Act and the Trust
     Indenture Act and the rules and regulations of the Commission thereunder
     and shall not contain an untrue statement of a material fact or omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein not misleading in light of the circumstances then
     existing. Each Electing Holder agrees that upon receipt of any notice from
     the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder
     shall forthwith discontinue the disposition of Registrable Securities
     pursuant to the Shelf Registration Statement applicable to such Registrable
     Securities until such Electing Holder shall have received copies of such
     amended or supplemented prospectus, and if so directed by the Company, such
     Electing Holder shall deliver to the Company (at the Company's expense) all
     copies, other than permanent file copies, then in such Electing Holder's
     possession of the prospectus covering such Registrable Securities at the
     time of receipt of such notice.

         (f) In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     Questionnaire, the Company may require such Electing Holder to furnish to
     the Company such additional information regarding such Electing Holder and
     such Electing Holder's intended method of distribution of Registrable
     Securities as may be required in order to comply with the Securities Act.
     Each such Electing Holder agrees to notify the Company as promptly as
     practicable of any inaccuracy or change in information previously furnished
     by such Electing Holder to the Company or of the occurrence of any event in
     either case as a result of which any prospectus relating to such Shelf
     Registration contains or would contain an untrue statement of a material
     fact regarding such Electing Holder or such Electing Holder's intended
     method of disposition of such Registrable Securities or omits to state any
     material fact

                                       14
<PAGE>

     regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable Securities required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing, and promptly to
     furnish to the Company any additional information required to correct and
     update any previously furnished information or required so that such
     prospectus shall not contain, with respect to such Electing Holder or the
     disposition of such Registrable Securities, an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the circumstances then existing.

         (g) Until the expiration of two years after the Closing Date, the
     Company will not, and will not permit any of its "affiliates" (as defined
     in Rule 144) to, resell any of the Securities that have been reacquired by
     any of them except pursuant to an effective registration statement under
     the Securities Act.

         4. Registration Expenses.

            The Company agrees to bear and to pay or cause to be paid promptly
all expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including the reasonable
fees and disbursements of one counsel for the placement or sales agent or
underwriters in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in
Section 3(d)(xii) hereof and determination of their eligibility for investment
under the laws of such jurisdictions as any managing underwriters or the
Electing Holders may designate, including the reasonable fees and disbursements
of one counsel for the Electing Holders or underwriters in connection with such
qualification and determination, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto and each amendment or supplement to
the foregoing and the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky or legal investment memoranda and
all other documents in connection with the offering, sale or delivery of the
Securities to be disposed of (including certificates representing the
Securities), (d) messenger, telephone and delivery expenses of the Company
relating to the offering, sale or delivery of the Securities and the preparation
of documents referred in clause (c) above, (e) fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee
and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any opinions or "cold comfort" letters required by or incident to such
performance and compliance), (h) the reasonable fees, disbursements and expenses
of one counsel for the Electing Holders retained in connection with a Shelf
Registration, as selected by the Electing Holders of at least a majority in
aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company), (i) any
fees charged by securities rating services for rating the Securities and (j)
fees, expenses and disbursements of any other persons, including special
experts, retained by the Company in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are incurred, assumed

                                       15
<PAGE>

or paid by any holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly
after receipt of a request therefor. Notwithstanding the foregoing, the holders
of the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

         5. Representations and Warranties.

            The Company represents and warrants to, and agrees with, each
Purchaser and each of the holders from time to time of Registrable Securities
that:

         (a) Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(c) or Section 3(d) hereof and
     any further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, and, in the case of an underwritten offering of
     Registrable Securities, at the time of the closing under the underwriting
     agreement relating thereto, will conform in all material respects to the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading; and at all times subsequent to the Effective Time when a
     prospectus would be required to be delivered under this Exchange and
     Registration Rights Agreement the Securities Act, other than from (i) such
     time as a notice has been given to holders of Registrable Securities
     pursuant to Section 3(c)(iii)(F) or Section 3(d)(viii)(F) hereof until (ii)
     such time as the Company furnishes an amended or supplemented prospectus
     pursuant to Section 3(c)(iv) or Section 3(e) hereof, each such registration
     statement, and each prospectus (including any summary prospectus) contained
     therein or furnished pursuant to Section 3(c) or Section 3(d) hereof, as
     then amended or supplemented, will conform in all material respects to the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading in the light of the circumstances then existing; provided,
     however, that this representation and warranty shall not apply to any
     statements or omissions made in reliance upon and in conformity with
     information furnished in writing to the Company by a holder of Registrable
     Securities expressly for use therein; provided, further, that the foregoing
     indemnity with respect to any untrue statement contained in or omission
     from any preliminary prospectus shall not inure to the benefit of any
     holder (or any of the directors, officers, employees and agents of such
     holder or any person controlling such holder) from whom the person
     asserting any such loss, claim, damage or liability purchased the
     Securities which are the subject thereof if such person did not receive a
     copy of the final prospectus (or the final prospectus as then amended or
     supplemented if the Company shall have furnished any amendments or
     supplements thereto) at or prior to the confirmation of the sale of such
     Securities to such person in any case where such delivery is required by
     the Securities Act and the untrue statement or omission of a material fact
     contained in such preliminary prospectus was corrected in the final
     prospectus (or the final prospectus as so amended or supplemented if the
     Company shall have furnished any amendments or supplements thereto), and it
     is finally judicially determined that such delivery was required to

                                       16
<PAGE>

     be made under the Securities Act and was not so made. This indemnity
     agreement will be in addition to any liability which the Company may
     otherwise have.

         (b) Any documents incorporated by reference in any prospectus referred
     to in Section 5(a) hereof, when they become or became effective or are or
     were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and none of such documents will
     contain or contained an untrue statement of a material fact or will omit or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

         (c) The compliance by the Company with all of the provisions of this
     Exchange and Registration Rights Agreement and the consummation of the
     transactions herein contemplated will not conflict with or result in a
     breach of any of the terms or provisions of, or constitute a default under,
     any indenture, mortgage, deed of trust, loan agreement or other agreement
     or instrument to which the Company or any subsidiary of the Company is a
     party or by which the Company or any subsidiary of the Company is bound or
     to which any of the property or assets of the Company or any subsidiary of
     the Company is subject, nor will such action result in any violation of the
     provisions of the certificate of incorporation, as amended, or the by-laws
     of the Company or any statute or any order, rule or regulation of any court
     or governmental agency or body having jurisdiction over the Company or any
     subsidiary of the Company or any of their properties; and no consent,
     approval, authorization, order, registration or qualification of or with
     any such court or governmental agency or body is required for the
     consummation by the Company of the transactions contemplated by this
     Exchange and Registration Rights Agreement, except the registration under
     the Securities Act of the Securities, qualification of the Indenture under
     the Trust Indenture Act and such consents, approvals, authorizations,
     registrations or qualifications as may be required under State securities
     or blue sky laws in connection with the offering and distribution of the
     Securities.

         (d) This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Company.

         6. Indemnification.

         (a) Indemnification by the Company. The Company will indemnify and
     hold harmless each of the holders of Registrable Securities included in an
     Exchange Registration Statement, each of the Electing Holders of
     Registrable Securities included in a Shelf Registration Statement and each
     person who participates as a placement or sales agent or as an underwriter
     in any offering or sale of such Registrable Securities against any losses,
     claims, damages or liabilities, joint or several, to which such holder,
     agent or underwriter may become subject under the Securities Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in any
     Exchange Registration Statement or Shelf Registration Statement, as the
     case may be, under which such Registrable Securities were registered under
     the Securities Act, or any preliminary, final or summary prospectus
     contained therein or furnished by the Company to any such holder, Electing
     Holder, agent or underwriter, or any amendment or supplement thereto, or
     arise out of or are based upon the omission or alleged omission to state
     therein a material

                                       17
<PAGE>

     fact required to be stated therein or necessary to make the statements
     therein not misleading, and will reimburse such holder, such Electing
     Holder, such agent and such underwriter for any legal or other expenses
     reasonably incurred by them in connection with investigating or defending
     any such action or claim as such expenses are incurred; provided, however,
     that the Company shall not be liable to any such person in any such case to
     the extent that any such loss, claim, damage or liability arises out of or
     is based upon an untrue statement or alleged untrue statement or omission
     or alleged omission made in such registration statement, or preliminary,
     final or summary prospectus, or amendment or supplement thereto, in
     reliance upon and in conformity with written information furnished to the
     Company by such person expressly for use therein.

         (b) Indemnification by the Holders and any Agents and Underwriters.
     The Company may require, as a condition to including any Registrable
     Securities in any registration statement filed pursuant to Section 2(b)
     hereof and to entering into any underwriting agreement with respect
     thereto, that the Company shall have received an undertaking reasonably
     satisfactory to it from the Electing Holder of such Registrable Securities
     and from each underwriter named in any such underwriting agreement,
     severally and not jointly, to (i) indemnify and hold harmless the Company
     and all other holders of Registrable Securities, against any losses,
     claims, damages or liabilities to which the Company or such other holders
     of Registrable Securities may become subject, under the Securities Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in such
     registration statement, or any preliminary, final or summary prospectus
     contained therein or furnished by the Company to any such Electing Holder,
     agent or underwriter, or any amendment or supplement thereto, or arise out
     of or are based upon the omission or alleged omission to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, in each case to the extent, but only to
     the extent, that such untrue statement or alleged untrue statement or
     omission or alleged omission was made in reliance upon and in conformity
     with written information furnished to the Company by such Electing Holder
     or underwriter expressly for use therein, and (ii) reimburse the Company
     for any legal or other expenses reasonably incurred by the Company in
     connection with investigating or defending any such action or claim as such
     expenses are incurred; provided, however, that no such Electing Holder
     shall be required to undertake liability to any person under this Section
     6(b) for any amounts in excess of the dollar amount of the proceeds to be
     received by such Electing Holder from the sale of such Electing Holder's
     Registrable Securities pursuant to such registration.

         (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
     party under clause (a) or (b) above of written notice of the commencement
     of any action, such indemnified party shall, if a claim in respect thereof
     is to be made against an indemnifying party pursuant to the indemnification
     provisions of or contemplated by this Section 6, notify such indemnifying
     party in writing of the commencement of such action; but the omission so to
     notify the indemnifying party shall not relieve it from any liability which
     it may have to any indemnified party otherwise than under the
     indemnification provisions of or contemplated by Section 6(a) or 6(b)
     hereof. In case any such action shall be brought against any indemnified
     party and it shall notify an indemnifying party of the commencement
     thereof, such indemnifying party shall be entitled to participate therein
     and, to the extent that it shall wish, jointly with any other indemnifying
     party similarly notified, to assume the defense thereof, with counsel
     reasonably satisfactory to such indemnified party (who shall not, except
     with the consent of the indemnified party, be counsel to the indemnifying
     party), and, after notice from the indemnifying party to such indemnified
     party of its election so to

                                       18
<PAGE>

     assume the defense thereof, such indemnifying party shall not be liable to
     such indemnified party for any legal expenses of other counsel or any other
     expenses, in each case subsequently incurred by such indemnified party, in
     connection with the defense thereof other than reasonable costs of
     investigation. No indemnifying party shall, without the written consent of
     the indemnified party, effect the settlement or compromise of, or consent
     to the entry of any judgment with respect to, any pending or threatened
     action or claim in respect of which indemnification or contribution may be
     sought hereunder (whether or not the indemnified party is an actual or
     potential party to such action or claim) unless such settlement, compromise
     or judgment (i) includes an unconditional release of the indemnified party
     from all liability arising out of such action or claim and (ii) does not
     include a statement as to or an admission of fault, culpability or a
     failure to act by or on behalf of any indemnified party.

         (d) Contribution. If for any reason the indemnification provisions
     contemplated by Section 6(a) or Section 6(b) are unavailable to or
     insufficient to hold harmless an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to therein, then each indemnifying party shall contribute to the
     amount paid or payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (or actions in respect thereof) in
     such proportion as is appropriate to reflect the relative fault of the
     indemnifying party and the indemnified party in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof), as well as any other relevant
     equitable considerations. The relative fault of such indemnifying party and
     indemnified party shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or
     omission or alleged omission to state a material fact relates to
     information supplied by such indemnifying party or by such indemnified
     party, and the parties' relative intent, knowledge, access to information
     and opportunity to correct or prevent such statement or omission. The
     parties hereto agree that it would not be just and equitable if
     contributions pursuant to this Section 6(d) were determined by pro rata
     allocation (even if the holders or any agents or underwriters or all of
     them were treated as one entity for such purpose) or by any other method of
     allocation which does not take account of the equitable considerations
     referred to in this Section 6(d). The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages, or
     liabilities (or actions in respect thereof) referred to above shall be
     deemed to include any legal or other fees or expenses reasonably incurred
     by such indemnified party in connection with investigating or defending any
     such action or claim. Notwithstanding the provisions of this Section 6(d),
     no holder shall be required to contribute any amount in excess of the
     amount by which the dollar amount of the proceeds received by such holder
     from the sale of any Registrable Securities (after deducting any fees,
     discounts and commissions applicable thereto) exceeds the amount of any
     damages which such holder has otherwise been required to pay by reason of
     such untrue or alleged untrue statement or omission or alleged omission,
     and no underwriter shall be required to contribute any amount in excess of
     the amount by which the total price at which the Registrable Securities
     underwritten by it and distributed to the public were offered to the public
     exceeds the amount of any damages which such underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The holders' and any underwriters'
     obligations in this Section 6(d) to contribute shall be several in
     proportion to the principal amount of Registrable Securities registered or
     underwritten, as the case may be, by them and not joint.

                                       19
<PAGE>

         (e) The obligations of the Company under this Section 6 shall be in
     addition to any liability which the Company may otherwise have and shall
     extend, upon the same terms and conditions, to each officer, director and
     partner of each holder, agent and underwriter and each person, if any, who
     controls any holder, agent or underwriter within the meaning of the
     Securities Act; and the obligations of the holders and any agents or
     underwriters contemplated by this Section 6 shall be in addition to any
     liability which the respective holder, agent or underwriter may otherwise
     have and shall extend, upon the same terms and conditions, to each officer
     and director of the Company (including any person who, with his consent, is
     named in any registration statement as about to become a director of the
     Company) and to each person, if any, who controls the Company within the
     meaning of the Securities Act.

         7. Underwritten Offerings.

         (a) Selection of Underwriters. If any of the Registrable Securities
     covered by the Shelf Registration are to be sold pursuant to an
     underwritten offering, the managing underwriter or underwriters thereof
     shall be designated by Electing Holders holding at least a majority in
     aggregate principal amount of the Registrable Securities to be included in
     such offering, provided that such designated managing underwriter or
     underwriters is or are reasonably acceptable to the Company.

         (b) Participation by Holders. Each holder of Registrable Securities
     hereby agrees with each other such holder that no such holder may
     participate in any underwritten offering hereunder unless such holder (i)
     agrees to sell such holder's Registrable Securities on the basis provided
     in any underwriting arrangements approved by the persons entitled hereunder
     to approve such arrangements and (ii) completes and executes all
     questionnaires, powers of attorney, indemnities, underwriting agreements
     and other documents reasonably required under the terms of such
     underwriting arrangements.

         8. Rule 144.

            The Company covenants to the holders of Registrable Securities that
to the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements. Notwithstanding the foregoing, nothing in this Section 8
shall be deemed to require the Company to register any of its securities
pursuant to the Exchange Act.

         9. Miscellaneous.

         (a) No Inconsistent Agreements. The Company represents, warrants,
     covenants and agrees that it has not granted, and shall not grant,
     registration rights with respect to

                                       20
<PAGE>

     Registrable Securities or any other securities which would be inconsistent
     with the terms contained in this Exchange and Registration Rights
     Agreement.

         (b) Specific Performance. The parties hereto acknowledge that there
     would be no adequate remedy at law if the Company fails to perform any of
     its obligations hereunder and that the Purchasers and the holders from time
     to time of the Registrable Securities may be irreparably harmed by any such
     failure, and accordingly agree that the Purchasers and such holders, in
     addition to any other remedy to which they may be entitled at law or in
     equity, shall be entitled to compel specific performance of the obligations
     of the Company under this Exchange and Registration Rights Agreement in
     accordance with the terms and conditions of this Exchange and Registration
     Rights Agreement, in any court of the United States or any State thereof
     having jurisdiction.

         (c) Notices. All notices, requests, claims, demands, waivers and other
     communications hereunder shall be in writing and shall be deemed to have
     been duly given when delivered by hand, if delivered personally or by
     courier, or three days after being deposited in the mail (registered or
     certified mail, postage prepaid, return receipt requested) as follows: If
     to the Company, to it at 1414 West Hamilton Avenue, Eau Claire, Wisconsin
     54701, and if to a holder, to the address of such holder set forth in the
     security register or other records of the Company, or to such other address
     as the Company or any such holder may have furnished to the other in
     writing in accordance herewith, except that notices of change of address
     shall be effective only upon receipt.

         (d) Parties in Interest. All the terms and provisions of this Exchange
     and Registration Rights Agreement shall be binding upon, shall inure to the
     benefit of and shall be enforceable by the parties hereto and the holders
     from time to time of the Registrable Securities and the respective
     successors and assigns of the parties hereto and such holders. In the event
     that any transferee of any holder of Registrable Securities shall acquire
     Registrable Securities, in any manner, whether by gift, bequest, purchase,
     operation of law or otherwise, such transferee shall, without any further
     writing or action of any kind, be deemed a beneficiary hereof for all
     purposes and such Registrable Securities shall be held subject to all of
     the terms of this Exchange and Registration Rights Agreement, and by taking
     and holding such Registrable Securities such transferee shall be entitled
     to receive the benefits of, and be conclusively deemed to have agreed to be
     bound by, all of the applicable terms and provisions of this Exchange and
     Registration Rights Agreement. If the Company shall so request, any such
     successor, assign or transferee shall agree in writing to acquire and hold
     the Registrable Securities subject to all of the applicable terms hereof.

         (e) Survival. The respective indemnities, agreements, representations,
     warranties and each other provision set forth in this Exchange and
     Registration Rights Agreement or made pursuant hereto shall remain in full
     force and effect regardless of any investigation (or statement as to the
     results thereof) made by or on behalf of any holder of Registrable
     Securities, any director, officer or partner of such holder, any agent or
     underwriter or any director, officer or partner thereof, or any controlling
     person of any of the foregoing, and shall survive delivery of and payment
     for the Registrable Securities pursuant to the Purchase Agreement and the
     transfer and registration of Registrable Securities by such holder and the
     consummation of an Exchange Offer.

         (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
     SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
     OF NEW YORK.

                                       21
<PAGE>

         (g) Headings. The descriptive headings of the several Sections and
     paragraphs of this Exchange and Registration Rights Agreement are inserted
     for convenience only, do not constitute a part of this Exchange and
     Registration Rights Agreement and shall not affect in any way the meaning
     or interpretation of this Exchange and Registration Rights Agreement.

         (h) Entire Agreement; Amendments. This Exchange and Registration
     Rights Agreement and the other writings referred to herein (including the
     Indenture and the form of Securities) or delivered pursuant hereto which
     form a part hereof contain the entire understanding of the parties with
     respect to its subject matter. This Exchange and Registration Rights
     Agreement supersedes all prior agreements and understandings between the
     parties with respect to its subject matter. This Exchange and Registration
     Rights Agreement may be amended and the observance of any term of this
     Exchange and Registration Rights Agreement may be waived (either generally
     or in a particular instance and either retroactively or prospectively) only
     by a written instrument duly executed by the Company and the holders of at
     least a majority in aggregate principal amount of the Registrable
     Securities at the time outstanding. Each holder of any Registrable
     Securities at the time or thereafter outstanding shall be bound by any
     amendment or waiver effected pursuant to this Section 9(h), whether or not
     any notice, writing or marking indicating such amendment or waiver appears
     on such Registrable Securities or is delivered to such holder.

         (i) Inspection. For so long as this Exchange and Registration Rights
     Agreement shall be in effect, this Exchange and Registration Rights
     Agreement and a complete list of the names and addresses of all the holders
     of Registrable Securities shall be made available for inspection and
     copying on any business day upon reasonable advance notice by any holder of
     Registrable Securities for proper purposes only (which shall include any
     purpose related to the rights of the holders of Registrable Securities
     under the Securities, the Indenture and this Agreement) at the offices of
     the Company at the address thereof set forth in Section 9(c) above and at
     the office of the Trustee under the Indenture.

         (j) Counterparts. This agreement may be executed by the parties in
     counterparts, each of which shall be deemed to be an original, but all such
     respective counterparts shall together constitute one and the same
     instrument.

                                       22
<PAGE>

         If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and each of the Representatives plus one
for each counsel counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.

                                Very truly yours,

                                NORTHERN STATES POWER COMPANY

                                By:    /S/ Benjamin G.S. Fowke III
                                    --------------------------------------------
                                    Name: Benjamin G.S. Fowke III
                                    Title: Vice President and Treasurer

Accepted as of the date hereof:
Goldman, Sachs & Co.
BNY Capital Markets, Inc.

By:    /S/ Goldman, Sachs & Co.
    -----------------------------------
        (Goldman, Sachs & Co.)

By:    Daniel Klinger
    -----------------------------------
        (BNY Capital Markets, Inc.)

       On behalf of each of the Purchasers

                                       23
<PAGE>

                                                                       EXHIBIT A

                          NORTHERN STATES POWER COMPANY

                            (A WISCONSIN CORPORATION)

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE]*

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in 5.25% First Mortgage Bonds, Series due
October 1, 2018 (the "Securities"), of Northern States Power Company, a
Wisconsin corporation (the "Company"), are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Northern States
Power Company, 1414 West Hamilton Avenue, Eau Claire, Wisconsin 54701, (715)
839-2625.

------------------------

*Not less than 28 calendar days from date of mailing.

                                      A-1
<PAGE>

                          NORTHERN STATES POWER COMPANY

                            (A WISCONSIN CORPORATION)

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Northern States Power
Company, a Wisconsin corporation (the "Company"), and the Purchasers named
therein. Pursuant to the Exchange and Registration Rights Agreement, the Company
has filed with the United States Securities and Exchange Commission (the
"Commission") a registration statement on Form [__] (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Company's 5.25% First
Mortgage Bonds, Series due October 1, 2018 (the "Securities"). A copy of the
Exchange and Registration Rights Agreement is attached hereto. All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in
the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.

                                      A-2
<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:
                                      A-3
<PAGE>

                                  QUESTIONNAIRE

(1) (a)  Full Legal Name of Selling Securityholder:

    (b)  Full Legal Name of Registered Holder (if not the same as in (a)
         above) of Registrable Securities Listed in Item (3) below:

    (c)  Full Legal Name of DTC Participant (if applicable and if not the same
         as (b) above) Through Which Registrable Securities Listed in Item (3)
         below are Held:

(2)      Address for Notices to Selling Securityholder:
                             ___________________________
                             ___________________________
                             ___________________________
           Telephone:        ___________________________
           Fax:              ___________________________
           Contact Person:   ___________________________

(3)      Beneficial Ownership of Securities:

         Except as set forth below in this Item (3), the undersigned does not
         beneficially own any Securities.

    (a)  Principal amount of Registrable Securities beneficially owned:_________
         CUSIP No(s). of such Registrable Securities:___________________________

    (b)  Principal amount of Securities other than Registrable Securities
         beneficially owned: ___________________________________________________
         CUSIP No(s). of such other Securities:_________________________________

    (c)  Principal amount of Registrable Securities which the undersigned wishes
         to be included in the Shelf Registration Statement:____________________
         CUSIP No(s). of such Registrable Securities to be included in the Shelf
         Registration Statement:________________________________________________

(4)      Beneficial Ownership of Other Securities of the Company:

         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any other
         securities of the Company, other than the Securities listed above in
         Item (3).

         State any exceptions here:

                                      A-4
<PAGE>

(5)      Relationships with the Company:

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders (5%
         or more) has held any position or office or has had any other material
         relationship with the Company (or its predecessors or affiliates)
         during the past three years.

         State any exceptions here:

(6)      Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
         intends to distribute the Registrable Securities listed above in Item
         (3) only as follows (if at all): Such Registrable Securities may be
         sold from time to time directly by the undersigned Selling
         Securityholder or, alternatively, through underwriters, broker-dealers
         or agents. Such Registrable Securities may be sold in one or more
         transactions at fixed prices, at prevailing market prices at the time
         of sale, at varying prices determined at the time of sale or at
         negotiated prices. Such sales may be effected in transactions (which
         may involve crosses or block transactions) (i) on any national
         securities exchange or quotation service on which the Registered
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market or (iv) through
         the writing of options. In connection with sales of the Registrable
         Securities or otherwise, the Selling Securityholder may enter into
         hedging transactions with broker-dealers, which may in turn engage in
         short sales of the Registrable Securities in the course of hedging the
         positions they assume. The Selling Securityholder may also sell
         Registrable Securities short and deliver Registrable Securities to
         close out such short positions, or loan or pledge Registrable
         Securities to broker-dealers that in turn may sell such securities.

         State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Securities and Exchange Act of 1934, as amended, and the rules and
regulations thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

                                      A-5
<PAGE>

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

         (i)  To the Company:                Northern States Power Company
                                             1414 West Hamilton Avenue
                                             Eau Claire, Wisconsin 54701
                                             Attn: Treasurer

         (ii) With a copy to:                Jones Day
                                             77 West Wacker Drive, Suite 3500
                                             Chicaqo, Illinois 60601-1692
                                             Attn: Robert J. Joseph

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                      A-6
<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated: ______________________

                  ______________________________________________________________
                  Selling Securityholder
                  (Print/type full legal name of beneficial owner of Registrable
                   Securities)

                  By:___________________________________________________________
                  Name:
                  Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                                    Jones Day
                                    77 West Wacker Drive, Suite 3500
                                    Chicaqo, Illinois 60601-1692
                                    Attn: Robert J. Joseph

                                      A-7
<PAGE>

                                                                       Exhibit B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

U.S. Bank National Association
Northern States Power Company
c/o U.S. Bank, National Association
60 Livingston Avenue
St. Paul, Minnesota 55107

Attention: Trust Officer

         Re:      NORTHERN STATES POWER COMPANY (the "Company")
                  5.25% First Mortgage Bonds, Series due October 1, 2018

Dear Sirs:

Please be advised that ___________________ has transferred $____________________
aggregate principal amount of the above-referenced Bonds pursuant to an
effective Registration Statement on Form [____] (File No. 333-____) filed by the
Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Bonds is named as a "Selling Holder" in the Prospectus
dated [DATE] or in supplements thereto, and that the aggregate principal amount
of the Bonds transferred are the Bonds listed in such Prospectus opposite such
owner's name.

Dated:

                                             Very truly yours,

                                             ___________________________
                                             (Name)

                                             By:________________________
                                                 (Authorized Signature)

                                      B-1