Exhibit 4(b)(5)


 


FORM OF

SUPPLEMENTAL INDENTURE NO. [      ]


 


FROM


 


NORTHERN STATES POWER COMPANY

(A MINNESOTA CORPORATION)


 


TO


 


WELLS FARGO BANK, N.A.


 


TRUSTEE


 


DATED AS OF

[                           ]


 


SUPPLEMENTAL TO INDENTURE

DATED AS OF JULY 1, 1999


 

















 


TABLE OF
CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  PARTIES

  	
  1

  
	
   

  	
   

  
	
  RECITALS

  	
  1

  
	
   

  	
   

  
	
  ARTICLE I

  	
  RELATION TO INDENTURE; DEFINITIONS

  	
  2

  
	
   

  	
   

  
	
   

  	
  Section 1.01

  	
  2

  
	
   

  	
   

  
	
   

  	
  Section 1.02

  	
  2

  
	
   

  	
   

  
	
  ARTICLE II

  	
  [              ]%
  NOTES, SERIES DUE
  [              ]

  	
  2

  
	
   

  	
   

  
	
   

  	
  Section 2.01

  	
  2

  
	
   

  	
   

  
	
   

  	
  Section 2.02

  	
  2

  
	
   

  	
   

  
	
   

  	
  Section 2.03

  	
  2

  
	
   

  	
   

  
	
   

  	
  Section 2.04

  	
  3

  
	
   

  	
   

  
	
   

  	
  Section 2.05

  	
  3

  
	
   

  	
   

  
	
   

  	
  Section 2.06

  	
  3

  
	
   

  	
   

  
	
   

  	
  Section 2.07

  	
  3

  
	
   

  	
   

  
	
  ARTICLE III

  	
  COVENANTS

  	
  4

  
	
   

  	
   

  
	
   

  	
  Section 3.01

  	
  4

  
	
   

  	
   

  
	
   

  	
  Section 3.02

  	
  4

  
	
   

  	
   

  
	
  ARTICLE IV

  	
  MISCELLANEOUS

  	
  7

  
	
   

  	
   

  
	
   

  	
  Section 4.01

  	
  7

  
	
   

  	
   

  
	
   

  	
  Section 4.02

  	
  7

  
	
   

  	
   

  
	
   

  	
  Section 4.03

  	
  7

  
	
   

  	
   

  
	
   

  	
  Section 4.04

  	
  7

  
	
   

  	
   

  
	
   

  	
  Section 4.05

  	
  7

  
	
   

  	
   

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

  	
   

  
				



 


i

















 


SUPPLEMENTAL INDENTURE No. [      ],
made as of the [              ]
day of [                                ],
by and between NORTHERN STATES POWER COMPANY, a corporation duly organized and
existing under the laws of the State of Minnesota (the “Company”), and WELLS
FARGO BANK, N.A., a national banking association organized and existing under
the laws of the United States, as trustee (the “Trustee”):


 


WITNESSETH:


 


WHEREAS, Xcel Energy Inc., the parent
corporation of the Company (“Xcel Energy”), has heretofore executed and
delivered an Indenture (hereinafter referred to as the “Original Indenture”),
made as of July 1, 1999;


 


WHEREAS, Xcel Energy has heretofore executed
and delivered a Supplemental Indenture No. 1 (“Supplemental Indenture No. 1”),
made as of July 15, 1999, which created a series of Securities designated “6.875%
Senior Notes, Series due 2009”;


 


WHEREAS, Xcel Energy has heretofore executed
and delivered a Supplemental Indenture No. 2 (“Supplemental Indenture No. 2”),
made as of August 18, 2000, pursuant to which the Company assumed all of the
obligations of Xcel Energy under the Indenture (as defined below) and Xcel
Energy conveyed all of its rights and obligations under the Indenture to the
Company;


 


WHEREAS, Xcel Energy has heretofore executed
and delivered a Supplemental Indenture No. 3 (“Supplemental Indenture No. 3”
and, collectively with the Original Indenture, Supplemental Indenture No. 1 and
Supplemental Indenture No. 2, the “Indenture”), made as of July 1, 2002, which
created a series of Securities designated “8.00% Notes, Series due 2042”;


 


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


 


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


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


That in order to set forth the terms and
conditions upon which the Notes due [              ]
are, and are to be, authenticated, issued and delivered, and in consideration
of the premises of the purchase and acceptance of the Notes due [              ]
by the Holders thereof and the sum of one


 

















 


dollar duly paid
to it by the Trustee at the execution of this Supplemental Indenture, the
receipt whereof is hereby acknowledged, the Company covenants and agrees with
the Trustee for the equal and proportionate benefit of the respective Holders
from time to time of the Notes due [              ]
as follows:


 


ARTICLE I

RELATION TO INDENTURE; DEFINITIONS


 


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


 


SECTION 1.02          For all purposes of this Supplemental
Indenture:


 


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


 


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


 


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


 


ARTICLE II

[              ]% NOTES, SERIES DUE [              ]


 


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


 


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


 


SECTION 2.03          The Notes due [              ]
shall be dated their date of authentication as provided in the Indenture and shall
bear interest from their date at the rate of [              ]%
per annum, payable on  [              ]
and [              ]
of each year, commencing [              ],
[              ].
If any such interest payment date falls on a day that is not a business day,
then payment of interest will be made on the next succeeding business day,
except that, if such business day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding business day, in each case
with the same force and effect as if made on such date. Notwithstanding the
definition of “Business Day” contained in the Indenture, for purposes of this
section, “business day” means a day other than (1) a Saturday or a Sunday, (2)
a legal holiday or a day on which banking institutions in New York, New York
are authorized or obligated by law or executive order to close, or (3) a day on
which the Trustee’s Corporate Trust Office is closed for business. The Regular
Record Dates with respect to such [              ]
and [              ]
interest payment dates shall be, [              ]
and [              ],
respectively. Except as otherwise provided in this Section 2.03, principal and
interest shall be payable to the persons and in the manner provided in Sections
2.4 and 2.12 of the Indenture.


 


2

















 


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


 


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


 


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


 


SECTION 2.05          [The Notes due [              ]
will be repayable on [              ],
at the option of the holders thereof, at 100% of their principal amount,
together with accrued and unpaid interest to [              ].
In order for a Note due [              ]
to be repaid, the Company must receive at the corporate trust office of the
Trustee during the period from and including [              ]
to and including the close of business on [              ]
(or if [              ]
is not a Business Day, the next succeeding Business Day): (i) a Note due [              ]
with the form entitled “Option to Elect Repayment” on the Note due [              ]
duly completed, or (ii) a telegram, telex, facsimile transmission or letter
from a member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth the name of the Holder of the Note due [              ],
the principal amount of the Note due [              ],
the principal amount of the Note due         
to be repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the Note due [              ]
to be repaid (with the form entitled “Option to Elect Repayment” on the Note
due [              ]
duly completed) will be received at the Trustee’s corporate trust office, no
later than five Business Days after the date of such telegram, telex, facsimile
transmission or letter and such Note due [              ]
and form duly completed are received at the Trustee’s office, by such fifth
Business Day. Effective exercise of the repayment option by the holder of any
Note due [              ]
shall be irrevocable. No transfer or exchange of any Note due [              ]
(or, in the event that any Note due [              ]
is to be repaid in part, such portion of the Note due [              ]
to be repaid) will be permitted after exercise of the repayment option. The
repayment option may be exercised by the Holder of a Note due [              ]
for less than the entire principal amount of the Note due [              ],
provided the principal amount which is to be repaid is set forth on the form
entitled “Option to Elect Repayment” on the Note due [              ]
and is equal to $1,000 or any integral multiple thereof. All questions as to
the validity, eligibility (including time of receipt) and acceptance of any
Note due [              ]
for repayment will be determined by the Company, whose determination will be
final, binding and non-appealable. Upon timely delivery of a Note due [              ]
to the Trustee with the “Option to Elect Repayment” form completed in
accordance with the foregoing, the outstanding principal amount of such Note
due [              ]
(or portion thereof indicated on the “Option to Elect Repayment”) shall become
due and payable on [              ],
at a price equal to [              ]%
of the principal amount to be repaid plus accrued and unpaid interest to [              ].]


 


SECTION 2.06          The Notes due [              ]
shall be issued in fully registered form without coupons in denominations of
$1,000 and integral multiples thereof.


 


SECTION 2.07          The Notes due [              ]
shall initially be in the form attached as Exhibit A hereto.


 


3
















 


ARTICLE III

COVENANTS


 


SECTION 3.01                So long as there remain
outstanding any Notes due [              ],
the Company will not create or suffer to be created or to exist any mortgage,
pledge, security interest, or other lien (collectively, “Lien”) on any of its
utility properties or assets now owned or hereafter acquired to secure any
indebtedness, without making effective provision whereby the Notes due [              ]
shall be equally and ratably secured with any and all such indebtedness and
with any other indebtedness similarly entitled to be equally and ratably
secured. However, this restriction shall not apply to or prevent the creation
or existence of:


 


(1)           the Mortgage securing
the Company’s First Mortgage Bonds or any indenture supplemental thereto subjecting
any property to the Lien thereof or confirming the Lien thereof upon any
property, whether now owned or hereafter acquired;


 


(2)           Liens
on property existing at the time of acquisition or construction of such
property (or created within one year after completion of such acquisition or
construction), whether by purchase, merger, construction or otherwise or to
secure the payment of all or any part of the purchase price or construction
cost thereof, including the extension of any such Liens to repairs, renewals,
replacements, substitutions, betterments, additions, extensions and
improvements then or thereafter made on the property subject thereto;


 


(3)           any extensions,
renewals or replacements (or successive extensions, renewals or replacements),
in whole or in part, of Liens permitted by the foregoing clauses (1) and (2);


 


(4)           the pledge of any bonds
or other securities at any time issued under any of the Liens permitted by
clauses (1), (2) or (3);


 


(5)           Permitted Encumbrances;
or


 


(6)           Liens on property of
any of the Company’s subsidiaries, including United Power and Land Co., First
Midwest Auto Park Inc., NSP Nuclear Corporation and NSP Financing I.


 


Further, this restriction shall not apply to
or prevent the creation or existence of leases made, or existing on property
acquired, in the ordinary course of business.


 


SECTION 3.02                Certain Definitions.


 


“Mortgage” means the lien of the first
mortgage pursuant to the Trust Indenture, dated as of February 1, 1937, from
the Company to the Bank of New York Trust Company, N.A., as successor trustee,
as supplemented by the supplemental trust indenture, including the Supplemental
and Restated Trust Indenture, dated as of May 1, 1988 (the “First Mortgage
Indenture”), securing the Company’s First Mortgage Bonds.


 


“Permitted Encumbrances” means any of the
following:


 


4

















 


(1)                                  Liens
of taxes, assessments or governmental charges for the then current year and
taxes, assessments or governmental charges not then delinquent; Liens for
workers’ compensation awards and similar obligations not then delinquent;
mechanics’, laborers’, material men’s and similar Liens not then delinquent;
and any of such Liens, whether or not delinquent, whose validity is at the time
being contested in good faith by the Company;


 


(2)                                  Liens
and charges incidental to construction or current operations which have not at
the time been filed or asserted or the payment of which has been adequately
secured or which, in the opinion of counsel, are not material in amount;


 


(3)                                  Liens,
securing obligations neither assumed by the Company nor on account of which any
of them customarily pays interest directly or indirectly, existing, either at
the date hereof, or, as to property hereafter acquired, at the time of acquisition
by the Company;


 


(4)                                  Any
right which any municipal or governmental body or agency may have by virtue of
any franchise, license, contract or statute to purchase, or designate a
purchaser of or order the sale of, any property of the Company upon payment of
reasonable compensation therefor, or to terminate any franchise, license or
other rights or to regulate the property and business of the Company;


 


(5)                                  The
Lien of judgments covered by insurance, or upon appeal and covered, if
necessary, by the filing of an appeal bond, or if not so covered not exceeding
at any one time $1,000,000 in aggregate amount;


 


(6)                                  Easements
or reservations in respect of any property of the Company for the purpose of
roads, pipelines, utility transmission and distribution lines or other
rights-of-way and similar purposes, zoning ordinances, regulations,
reservations, restrictions, covenants, party wall agreements, conditions of
record and other encumbrances (other than to secure the payment of money), none
of which in the opinion of counsel are such as to interfere with the proper
operation and development of the property affected thereby in the business of
the Company for the use intended;


 


(7)                                  Any
Lien or encumbrance, moneys sufficient for the discharge of which have been deposited
in trust with the Trustee hereunder or with the trustee or mortgagee under the
instrument evidencing such Lien or encumbrance, with irrevocable authority to
the Trustee hereunder or to such other trustee or mortgagee to apply such
moneys to the discharge of such Lien or encumbrance to the extent required for
such purpose;


 


(8)                                  Any
defects of title and any terms, conditions, agreements, covenants, exceptions
and reservations expressed or provided in deeds or other instruments,
respectively, under and by virtue of which the Company has acquired any
property or shall hereafter acquire any property, none of which, in the opinion
of


 


5

















 


counsel,
materially adversely affects the operation of the properties of the Company;


 


(9)                                  The
pledge of cash or marketable securities for the purpose of obtaining any
indemnity, performance or other similar bonds in the ordinary course of
business, or as security for the payment of taxes or other assessments being
contested in good faith, or for the purpose of obtaining a stay or discharge in
the course of any legal proceedings;


 


(10)                            The
pledge or assignment in the ordinary course of business of electricity, gas
(either natural or artificial) or steam, accounts receivable or customers’
installment paper;


 


(11)                            Rights
reserved to or vested in others to take or receive any part of the electricity,
gas (either natural or artificial), steam or any by-products thereof generated
or produced by or from any properties of the Company or with respect to any
other rights concerning electricity, gas (either natural or artificial) or
steam supply, transportation, or storage which are in use in the ordinary
course of the electricity, gas (either natural or artificial) or steam
business;


 


(12)                            Any
landlord’s Lien;


 


(13)                            Liens
created or assumed by the Company in connection with the issuance of debt
securities, the interest on which is excludable from the gross income of the
holders of such securities pursuant to Section 103 of the Internal Revenue Code
of 1986, or any successor section, for purposes of financing, in whole or in
part, the acquisition or construction of property to be used by the Company,
but such Liens shall be limited to the property so financed (and the real
estate on which such property is to be located);


 


(14)                            Liens
affixing to property of the Company at the time a Person consolidates with or
merges into, or transfers all or substantially all of its assets to, the
Company, provided that in the opinion of the Board or Company management
(evidenced by a certified Board resolution or an Officers’ Certificate
delivered to the Trustee) the property acquired pursuant to the consolidation,
merger or asset transfer is adequate security for the Lien; and


 


(15)                            Liens
or encumbrances not otherwise permitted if, at the time of incurrence and after
giving effect thereto, the aggregate of all such Permitted Encumbrances of the
Company secured thereby does not exceed 10% of Tangible Net Worth.


 


“Tangible Net Worth” means (i) common
stockholders’ equity appearing on the most recent balance sheet of the Company
(or consolidated balance sheet of the Company and its subsidiaries if the
Company then has one or more subsidiaries the accounts of which are
consolidated with the accounts of the Company) prepared in accordance with
generally accepted accounting principles less (ii) intangible assets (excluding
intangible assets recoverable through rates as prescribed by applicable
regulatory authorities).


 


6

















 


ARTICLE IV

MISCELLANEOUS


 


SECTION 4.01                The
recitals of fact herein and in the Notes due [              ]
(except the Trustee’s Certificate) shall be taken as statements of the Company
and shall not be construed as made by the Trustee.


 


SECTION 4.02                This Supplemental Indenture
shall be construed in connection with and as a part of the Indenture.


 


SECTION 4.03


 


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


 


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


 


SECTION 4.04                Whenever in this Supplemental
Indenture either of the parties hereto is named or referred to, this shall be
deemed to include the successors or assigns of such party, and all the
covenants and agreements in this Supplemental Indenture contained by or on
behalf of the Company or by or on behalf of the Trustee shall bind and inure to
the benefit of the respective successors and assigns of such parties, whether
so expressed or not.


 


SECTION 4.05


 


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


 


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


 


7

















 


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


 


	
   

  	
  NORTHERN
  STATES POWER COMPANY

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  
	
  ATTEST:

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  	
  WELLS FARGO
  BANK, N.A, as Trustee

  
	
   

  	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  
	
   

  
	
  ATTEST: 

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
											



 


8
















 


EXHIBIT A



FORM OF

[              ]%
NOTES, SERIES DUE [              ]


 


	
  REGISTERED

  	
  REGISTERED

  



 


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


 


NORTHERN STATES POWER COMPANY

(INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA)

[              ]%
NOTES, SERIES DUE [              ]


 


	
  CUSIP:
  [                                  ]

  	
   

  	
  NUMBER:

  
	
   

  	
   

  	
   

  
	
  ORIGINAL ISSUE DATE(S):

  [                                        ]

  	
   

  	
  PRINCIPAL
  AMOUNT(S):$[                ]

  
	
   

  	
   

  	
   

  
	
  INTEREST RATE: [              ]%

  	
   

  	
  MATURITY DATE:

  [              ],
  [              ]

  



 


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


 


A-1

















 


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


 


This Global Security is a global security in
respect of a duly authorized issue of Notes, Series due
[              ]
(the “Notes of this Series”, which term includes any Global Securities
representing such Notes) of the Company issued and to be issued under an Indenture
dated as of July 1, 1999 between the Company, as successor obligor, and Wells
Fargo Bank, N.A., (as successor by merger to Norwest Bank Minnesota, N.A.) as
trustee (herein called the “Trustee”, which term includes any successor Trustee
under the Indenture) and indentures supplemental thereto (collectively, the “Indenture”).
Under the Indenture, one or more series of Securities may be issued and, as
used herein, the term “Securities” refers to the Notes of this Series and any
other outstanding series of Securities. Reference is hereby made for a more
complete statement of the respective rights, limitations of rights, duties and
immunities under the Indenture of the Company, the Trustee and the
Securityholders and of the terms upon which the Securities are and are to be
authenticated and delivered. This Global Security has been issued in respect of
the series designated on the first page hereof, which series is limited in
aggregate principal amount to
$[              ].


 


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


 


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


 


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


 


Interest payments for this Global Security
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months. In any case where any Interest Payment Date or date on which the principal
of this Global Security is required to be paid is not a Business Day, then
payment of principal or interest need not be made on such date but may be made
on the next succeeding Business Day with the same force and effect as if made
on such Interest Payment Date or date on which the principal of this Global
Security is required to be paid and, in the case of timely payment thereof, no
interest shall accrue for the period from and after such Interest Payment Date
or the date on which the principal of this Global Security is required to be
paid.


 


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


 


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


 


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


 


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


 


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hereof for the
enforcement of payment of the principal of and interest on this Note on or
after the respective due dates expressed here.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


	
   

  	
  NORTHERN
  STATES POWER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
  Attest: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TRUSTEE’S
  CERTIFICATE

  OF AUTHENTICATION

  	
   

  	
   

  
	
   

  	
   

  
	
  This Note is one of the Securities of the
  series herein designated, described or provided for in the within-mentioned
  Indenture.WELLS FARGO BANK, N.A., as Trustee 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Authorized
  Officer

  	
   

  
									



 


A-5

















 


ABBREVIATIONS


 


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


 


	
  TEN COM— as tenants in common

  	
  UNIF GIFT

  MIN ACT—

  	
   

  	
   

  	
  Custodian

  	
   

  
	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  



 


	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT — as tenants by the entireties

  	
  Under Uniform Gifts to Minors

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

  
	
   

  	
  State

  	
   

  	
   

  



 


Additional abbreviations may also be used

though not in the above list.




FOR VALUE RECEIVED the undersigned hereby
sell(s),

assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE


 



 Please print or typewrite name and
address

including postal zip code of assignee


 


	
   

  	
   

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

  
	
   

  
	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOTICE: The signature to this

  
	
   

  	
  assignment must correspond with

  
	
   

  	
  the name as written upon the

  
	
   

  	
  face of the within instrument in

  
	
   

  	
  every particular, without

  
	
   

  	
  alteration or enlargement or any

  
	
   

  	
  change whatever.

  
					



 


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