Exhibit 4(a)(3)


 


FORM OF

SUPPLEMENTAL TRUST INDENTURE


 


FROM


 


NORTHERN STATES POWER COMPANY

(A MINNESOTA CORPORATION)


 


TO


 


THE BANK OF NEW YORK TRUST COMPANY, N.A.


 


 


DATED             ,
            


 


 


SUPPLEMENTAL TO TRUST INDENTURE

DATED FEBRUARY 1, 1937


 


AND


 


SUPPLEMENTAL AND RESTATED 

TRUST INDENTURE


 


DATED MAY 1, 1988


 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
  PARTIES

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  RECITALS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  SPECIFIC
  SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF THE INDENTURE

  	
   

  
	
   

  	
  LIEN OF THE
  INDENTURE

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  FORM AND
  EXECUTION OF SERIES DUE [            ]

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 2.02

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 2.03

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 2.04

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 2.05

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 2.06

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  [SINKING
  FUND

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 3.02

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 3.03

  	
  17]

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  APPOINTMENT
  OF AUTHENTICATING AGENT

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 4.02

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 4.03

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 4.04

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  FINANCING
  STATEMENT TO COMPLY WITH THE UNIFORM 

  	
   

  
	
   

  	
  COMMERCIAL CODE

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 5.02

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 5.03

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 5.04

  	
  20

  



 


i

















 


	
  Section 5.05

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 5.06

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  MISCELLANEOUS

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 6.02

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 6.03

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 6.04

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 6.05

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 6.06

  	
  23

  



 


Schedule A - Properties


 


ii

















 


Supplemental Trust Indenture, made
effective as of the           
day of           ,           ,
by and between NORTHERN STATES POWER COMPANY (formerly Northern Power
Corporation),  a corporation duly
organized and existing under and by virtue of the laws of the State of
Minnesota, having its principal office in the City of Minneapolis, Minnesota
(the “Company”), party of the first part, and
THE BANK OF NEW YORK TRUST
COMPANY, N.A., a national banking association organized and existing
under the laws of the United States, having its principal office in the City of
Chicago, Illinois (as successor Trustee to Harris Trust and Savings Bank and
BNY Midwest Trust Company), as trustee (the “Trustee”), party of the second
part;


 


WITNESSETH:


 


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


 


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


 


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


 

















 


	
  Date of Supplemental

  Trust Indenture

  	
   

  	
  Designation
  of Series

  
	
   

  	
   

  	
   

  
	
  February
  1, 1944

  	
   

  	
   

  	
  Series
  due February 1, 1974 (retired)

  
	
  October
  1, 1945

  	
   

  	
   

  	
  Series
  due October 1, 1975 (retired)

  
	
  July 1,
  1948

  	
   

  	
   

  	
  Series
  due July 1, 1978 (retired)

  
	
  August
  1, 1949

  	
   

  	
   

  	
  Series
  due August 1, 1979 (retired)

  
	
  June 1,
  1952

  	
   

  	
   

  	
  Series
  due June 1, 1982 (retired)

  
	
  October
  1, 1954

  	
   

  	
   

  	
  Series
  due October 1, 1984 (retired)

  
	
  September
  1, 1956

  	
   

  	
   

  	
  Series
  due 1986 (retired)

  
	
  August
  1, 1957

  	
   

  	
   

  	
  Series
  due August 1, 1987 (redeemed)

  
	
  July 1,
  1958

  	
   

  	
   

  	
  Series due
  July 1, 1988 (retired)

  
	
  December
  1, 1960

  	
   

  	
   

  	
  Series
  due December 1, 1990 (retired)

  
	
  August
  1, 1961

  	
   

  	
   

  	
  Series
  due August 1, 1991 (retired)

  
	
  June 1,
  1962

  	
   

  	
   

  	
  Series
  due June 1, 1992 (retired)

  
	
  September
  1, 1963

  	
   

  	
   

  	
  Series
  due September 1, 1993 (retired)

  
	
  August 1,
  1966

  	
   

  	
   

  	
  Series
  due August 1, 1996 (redeemed)

  
	
  June 1,
  1967

  	
   

  	
   

  	
  Series
  due June 1, 1995 (redeemed)

  
	
  October
  1, 1967

  	
   

  	
   

  	
  Series
  due October 1, 1997 (redeemed)

  
	
  May 1,
  1968

  	
   

  	
   

  	
  Series
  due May 1, 1998 (redeemed)

  
	
  October
  1, 1969

  	
   

  	
   

  	
  Series
  due October 1, 1999 (redeemed)

  
	
  February
  1, 1971

  	
   

  	
   

  	
  Series
  due March 1, 2001 (redeemed)

  
	
  May 1,
  1971

  	
   

  	
   

  	
  Series
  due June 1, 2001 (redeemed)

  
	
  February
  1, 1972

  	
   

  	
   

  	
  Series
  due March 1, 2002 (redeemed)

  
	
  January
  1, 1973

  	
   

  	
   

  	
  Series
  due February 1, 2003 (redeemed)

  
	
  January
  1, 1974

  	
   

  	
   

  	
  Series
  due January 1, 2004 (redeemed)

  
	
  September
  1, 1974

  	
   

  	
   

  	
  Pollution
  Control Series A (redeemed)

  
	
  April 1,
  1975

  	
   

  	
   

  	
  Pollution
  Control Series B (redeemed)

  
	
  May 1,
  1975

  	
   

  	
   

  	
  Series
  due May 1, 2005 (redeemed)

  
	
  March 1,
  1976

  	
   

  	
   

  	
  Pollution
  Control Series C (retired)

  
	
  June 1,
  1981

  	
   

  	
   

  	
  Pollution
  Control Series D, E and F (redeemed)

  
	
  December
  1, 1981

  	
   

  	
   

  	
  Series
  due December 1, 2011 (redeemed)

  
	
  May 1,
  1983

  	
   

  	
   

  	
  Series
  due May 1, 2013 (redeemed)

  
	
  December
  1, 1983

  	
   

  	
   

  	
  Pollution
  Control Series G (redeemed)

  
	
  September
  1, 1984

  	
   

  	
   

  	
  Pollution
  Control Series H (redeemed)

  
	
  December
  1, 1984

  	
   

  	
   

  	
  Resource
  Recovery Series I (redeemed)

  
	
  May 1,
  1985

  	
   

  	
   

  	
  Series
  due June 1, 2015 (redeemed)

  
	
  September
  1, 1985

  	
   

  	
   

  	
  Pollution
  Control Series J, K and L (redeemed)

  
	
  July 1,
  1989

  	
   

  	
   

  	
  Series
  due July 1, 2019 (redeemed)

  
	
  June 1,
  1990

  	
   

  	
   

  	
  Series
  due June 1, 2020 (redeemed)

  
	
  October
  1, 1992

  	
   

  	
   

  	
  Series
  due October 1, 1997 (retired)

  
	
  April 1,
  1993

  	
   

  	
   

  	
  Series
  due April 1, 2003 (retired)

  
	
  December
  1, 1993

  	
   

  	
   

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

  



 


2

















 


	
  Date of Supplemental

  Trust Indenture

  	
   

  	
  Designation
  of Series

  
	
   

  	
   

  	
   

  
	
  February
  1, 1994

  	
   

  	
   

  	
  Series
  due February 1, 1999 (retired)

  
	
  October
  1, 1994

  	
   

  	
   

  	
  Series
  due October 1, 2001 (retired)

  
	
  June 1,
  1995

  	
   

  	
   

  	
  Series
  due July 1, 2025

  
	
  April 1,
  1997

  	
   

  	
   

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

  
	
  March 1,
  1998

  	
   

  	
   

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

  
	
  May 1,
  1999

  	
   

  	
   

  	
  Resource
  Recovery Series Q (retired)

  
	
  June 1,
  2000

  	
   

  	
   

  	
  Resource
  Recovery Series R (retired); and

  



 


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


 


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


 


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


 


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


 


	
  Date of Supplemental

  Trust Indenture

  	
   

  	
  Designation
  of Series

  
	
   

  	
   

  	
   

  
	
  June 1, 2002

  	
   

  	
   

  	
  Series due August 15, 2003 (retired)

  
	
  July 1,
  2002

  	
   

  	
   

  	
  Pollution Control Series S

  
	
  August
  1, 2002

  	
   

  	
   

  	
  Series A and Series B due August 28, 2012

  
	
  May 1,
  2003

  	
   

  	
   

  	
  Series due 2004, extendible through 2006 (retired)

  
	
  August
  1, 2003

  	
   

  	
   

  	
  Series due August 1, 2006 (retired) and Series due August 1, 2010

  
	
  July 1,
  2005

  	
   

  	
   

  	
  Series due July 15, 2035

  



 


3

















 


	
  May 1,
  2006

  	
   

  	
   

  	
  Series
  due June 1, 2036

  
	
  June 1,
  2007

  	
   

  	
   

  	
  Series
  due July 1, 2037

  



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(Form of Bonds of Series due [        ])

NORTHERN STATES POWER COMPANY

(Incorporated under the laws of the State of Minnesota)

First Mortgage Bond

Series due [                    ]


 


	
  No.
                           

  	
  $                         

  



 


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


 


4

















 


representative of The Depository Trust
Company), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.].*


 


NORTHERN STATES POWER COMPANY, a corporation organized and existing
under the laws of the State of Minnesota (the “Company”), for value received,
hereby promises to pay to [                    ]
or its registered assigns, at the office of the Trustee, in Chicago, Illinois,
or, at the option of the registered owner, at the agency of the Company in the
Borough of Manhattan, City and State of New York, an amount equal to [                 ]
Dollars in lawful money of the United States of America, on the [         ]
day of [             ],
[          ],and to pay
interest hereon from the date hereof at the rate of [       ]
percent per annum, in like money, until the Company’s obligation with respect
to the payment of such principal sum shall be discharged; said interest being
payable at the option of the person entitled to such interest either at the
office of the Trustee, in Chicago, Illinois, or at the agency of the Company in
the Borough of Manhattan, City and State of New York, on the [           ]
day of [            ]
and on the [         ] day of [              ]
in each year, commencing [                    ]
provided that as long as there is no existing default in the payment of
interest and except for the payment of defaulted interest, the interest payable
on any [                 ]
or [                 ]
will be paid to the person in whose name this bond was registered at the close
of business on the record date (the [                  ]
prior to such [                  ]
or the [                  ]
prior to such [                     ]
(whether or not a business day)). If any interest payment date or
date on which the principal of this bond is required to be paid is not a
business day, then payment of principal, premium or interest need not be made
on such date but may be made on the next succeeding business day with the same
force and effect as if made on such interest payment date or date on which the
principal of this bond is required to be paid and, in the case of timely
payment thereof, no interest shall accrue for the period from and after such
interest payment date or the date on which the principal of this bond is
required to be paid. The term “business day” shall mean any day other than a
Saturday or Sunday or a day on which the offices of the Trustee in the City of
Chicago, Illinois, are closed pursuant to authorization of law.


 


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


 


This bond is one of a duly authorized issue of bonds of the Company, of
the series and designation indicated on the face hereof, which issue of bonds
consists, or may consist, of several series of varying denominations, dates and
tenor, all issued and to be issued under and equally secured (except insofar as
a sinking fund, or similar fund, established in accordance with the provisions
of the Indenture may afford additional security for the bonds of any specific
series) by Trust Indenture dated February 1, 1937 (the “1937 Indenture”), as
supplemented by [     ] supplemental trust indentures
(collectively, the “Supplemental Indentures”), a Supplemental 


 






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


 


5

















 


and Restated Trust Indenture dated May 1,
1988 (the “Restated Indenture”) and a new supplemental trust indenture for the
bonds of this series (the “Supplemental Trust Indenture”), executed by the
Company to THE BANK OF NEW YORK TRUST
COMPANY, N.A. (as successor trustee to Harris Trust and Savings Bank and
BNY Midwest Trust Company), as trustee (the “Trustee”). The 1937 Indenture, as
supplemented by the Supplemental Indentures, the Restated Indenture and the
Supplemental Trust Indenture, is referred to herein as the “Indenture.”  The Restated Indenture amends and restates
the 1937 Indenture and certain of the Supplemental Indentures and became
effective and operative on July 20, 2005. Reference
hereby is made to the Indenture for a description of the property mortgaged and
pledged, the nature and extent of the security, the rights of the holders of
the bonds as to such security and the terms and conditions upon which the bonds
may be issued under the Indenture and are secured. The principal hereof may be
declared or may become due on the conditions, in the manner and at the time set
forth in the Indenture upon the happening of a default as provided in the
Indenture.


 


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


 


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


 


[At the option of the Company, and upon not
less than 30 days’ notice prior to the date fixed for redemption, in the manner
and with the effect provided in the Indenture, any or all of the bonds of this
Series due [      ] may be redeemed,
[other than for the Sinking Fund provided for bonds of this series,] by the
Company on any date by the payment of


 


[REDEMPTION
TERMS ARE TO BE INSERTED FOR EACH BOND

IN CONFORMITY WITH THE PROVISIONS OF SECTION 2.02]]


 


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


 


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


 


6

















 


Indenture, upon payment of taxes or other
governmental charges, if any, that may be imposed in relation thereto.


 


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


 


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


 


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


 


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


 


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


 


7

















 


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


 


	
  Dated: 

  	
   

  	
   

  	
   

  	
  NORTHERN STATES POWER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  [Vice] President

  
							



 


(Form of Trustee’s Certificate)


 


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


 


	
   

  	
   

  	
  THE BANK OF NEW YORK TRUST 

  COMPANY, N.A., as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



and


 


WHEREAS, the Company is
desirous of conveying, assigning, transferring, mortgaging, pledging, setting
over and confirming to the Trustee and to its respective successors in trust,
additional property acquired by it subsequent to the date of the preparation of
the Supplemental Trust Indenture dated as of                ;
and


 


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


 


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


 


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


 


NOW, THEREFORE, Northern States Power
Company, in consideration of the premises and of one dollar duly paid to it by
the Trustee at or before the ensealing and delivery of these presents, the
receipt of which is hereby acknowledged, and other good and valuable
considerations, does hereby covenant and agree to and with The Bank of New York
Trust Company, N.A. (as successor
trustee to Harris Trust and Savings Bank and BNY Midwest Trust 


 


8

















 


Company), as Trustee, and its successors in
the trust under the Indenture for the benefit of those who hold or shall hold
the bonds, or any of them, issued or to be issued thereunder, as follows:


 


ARTICLE I

SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY

TO THE LIEN OF THE INDENTURE


 


SECTION 1.01. The Company, in order to better secure the payment, of
both the principal and interest, of all bonds of the Company at any time
outstanding under the Indenture according to their tenor and effect and the
performance of and compliance with the covenants and conditions contained in
the Indenture, has granted, bargained, sold, warranted, released, conveyed,
assigned, transferred, mortgaged, pledged, set over and confirmed, and by these
presents does grant, bargain, sell, warrant, release, convey, assign, transfer,
mortgage, pledge, set over and confirm, to the Trustee and to its respective
successors in said trust forever, subject to the rights reserved by the Company
in and by the provisions of the Indenture, all of the property described and
mentioned or enumerated in a schedule annexed hereto and marked Schedule A,
reference to said schedule being made hereby with the same force and effect as
if the same were incorporated herein at length; together with all and singular
the tenements, hereditaments and appurtenances belonging and in any way
appertaining to the aforesaid property or any part thereof with the reversion
and reversions, remainder and remainders, tolls, rents and revenues, issues,
income, products and profits thereof;


 


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


 


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


 


All the estate, right, title, interest and claim, whatsoever, at law as
well as in equity, which the Company now has or hereafter may acquire in and to
the aforesaid property and every part and parcel thereof subject, however, to
the right of the Company, upon the occurrence and continuation of a Completed
Default as defined in the Indenture, to retain in its possession all shares of
stock, notes, evidences of indebtedness, other securities and cash not
expressly required by the provisions hereof to be deposited with the Trustee,
to retain in its possession all contracts, 


 


9

















 


bills and accounts receivable, motor cars,
any stock of goods, wares and merchandise, equipment or supplies acquired for
the purpose of consumption in the operation, construction or repair of any of
the properties of the Company, and to sell, exchange, pledge, hypothecate or
otherwise dispose of any or all of such property so retained in its possession,
free from the lien of the Indenture, without permission or hindrance on the
part of the Trustee, or any of the bondholders. No person in any dealings with
the Company in respect of any such property shall be charged with any notice or
knowledge of any such Completed Default under the Indenture while the Company
is in possession of such property. Nothing contained herein or in the Indenture
shall be deemed or construed to require the deposit with, or delivery to, the
Trustee of any of such property, except such as is specifically required to be
deposited with the Trustee by some express provision of the Indenture;


 


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


 


ARTICLE II

FORM AND EXECUTION OF SERIES DUE [      ]


 


SECTION 2.01.
There is hereby created, for issuance under the Indenture, a series of bonds
designated Series due [      ], each of which shall bear the
descriptive title “First Mortgage Bonds, Series due [       ],”
and the form thereof shall contain suitable provisions with respect to the
matters hereafter specified in this Section. The bonds of the Series due
[       ]
may forthwith be executed by the Company substantially in the form set forth in
the recitals, including the relevant provisions as indicated therein, and
delivered to the Trustee for authentication and delivery by the Trustee in
accordance with the provisions of the Indenture and this Supplemental Indenture.
The aggregate principal amount of the bonds of the Series due [       ]
outstanding at any time shall not exceed $[       ].
The bonds of the
Series due [       ] shall mature on [       ],
and shall be issued as registered bonds without coupons in denominations of
$1,000. The bonds of the Series due [       ]
shall bear interest at a rate of [       ]%
per annum on the principal amount thereof payable semi-annually on [       ]
and [       ]
of each year, commencing [          ] and the principal
shall be payable at the office of the Trustee in Chicago, Illinois, or at the
option of the registered owner at the agency of the Company in the Borough of
Manhattan, City and State of New York, in lawful money of the United States of
America, and the interest shall be payable in like money at the option of the
person entitled to such interest either at said office of the Trustee in
Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan,
City and State of New York. Interest on the bonds of the Series due [       ]
shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months. If any interest payment date or date on which the principal of this
bond is required to be paid is not a business day, then payment of principal,
premium or interest need not be made on such date but may be made on the next
succeeding business day with the same force and effect as if made on such
interest payment date or date on which the principal of this bond is required
to be paid and, in the case of timely payment thereof, no interest shall accrue
for the period from and after such interest payment date or the date on which
the principal of this bond


 


10

















 


is required to
be paid. The Series 2037 Bonds shall be dated as of the date of
authentication thereof by the Trustee. The term “business day” shall mean any
day other than a Saturday or Sunday or a day on which the offices of the
Trustee in the City of Chicago, Illinois, are closed pursuant to authorization
of law.


 


As long as there is no existing default in
the payment of interest on the bonds of the Series due [       ], the person in whose
name any bonds of the Series due [       ]
is registered at the close of business on any Record Date with respect to any
interest payment date shall be entitled to receive the interest payable on such
interest payment date notwithstanding any transfer or exchange of any such
bonds of the Series due [       ] subsequent
to the Record Date and on or prior to such interest payment date, except as and
to the extent the Company shall default in the payment of the interest due on
such interest payment date, in which case such defaulted interest shall be paid
to the person in whose name such bonds of the Series due [       ]
is registered on the Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee, notice thereof shall be given to the
registered holder of any bonds of the Series due [       ]
not less than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the bonds of the Series due [       ]
may be listed, and upon such notice as may be required by such exchange.


 


The term “Record Date” as used in this Section 2.01 with respect to any
interest payment date ([       ] or [       ])
shall mean the [       ] prior to such
[       ] or the [       ]
prior to such [       ] (whether or not a
business day).


 


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


 


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


 


11

















 


Special Record Date and shall not be payable
pursuant to the paragraph immediately following in this Section 2.01.


 


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


 


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


 


The redemption prices of the bonds of the
Series due [       ] need
not be specified in any temporary bond of said series if any appropriate
reference be made in said temporary bond to the provision of this Section.]


 


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


 


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


 


[The Company shall not be required to issue,
transfer or exchange any bond of the Series due [       ] during a period of
ten (10) days next preceding any selection of bonds of the Series due [       ]
to be redeemed. The Company shall not be required to transfer or exchange any bond
of the Series due [       ] called or being called for redemption in its
entirety or to transfer or exchange the called portion of a bond of the
Series due [       ] which has been called
for partial redemption.


 


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


 


SECTION 2.05. The Series 2037 Bonds shall be executed on
behalf of the Company by its President or one of its Vice Presidents, and its
corporate seal shall be thereunto affixed, or printed, lithographed or engraved
thereon, in facsimile, and attested by the signature of its Secretary or one of
its Assistant Secretaries. Any such signatures may be manual or facsimile 


 


12

















 


signatures and
may be imprinted or otherwise reproduced. In case any of the officers who shall
have signed any bonds or attested the seal thereon shall cease to be such
officers of the Company before the bonds so signed and sealed actually shall
have been authenticated by the Trustee or delivered by the Company, such bonds
nevertheless may be issued, authenticated and delivered with the same force and
effect as though the person or persons who signed such bonds and attested the
seal thereon had not ceased to be such officer or officers of the Company. Any
bond issuable hereunder may be signed or attested on behalf of the Company by
such person as at the actual date of the execution of such bond shall be the
proper officer of the Company, although at the date of such bond such person
shall not have been an officer of the Company.


 


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


 


(b)           The bonds of the
Series due [       ] shall
be initially issued in the form of one or more separate single authenticated
fully registered certificates in the aggregate principal amount of all bonds of
the Series due [       ].
Upon initial issuance, the ownership of such bonds of the Series due [       ]
shall be registered in the bond register kept by the Trustee in the name of
Cede & Co., as nominee of DTC. The Trustee and the Company may treat DTC
(or its nominee) as the sole and exclusive registered holder of the bonds of
the Series due [       ]
registered in its name for the purposes of payment of the principal of[,
premium, if any,] and interest on the bonds of the Series due [       ]
and of giving any notice permitted or required to be given to holders under the
Indenture, except as provided in Section 2.06(g) below; and neither the Trustee
nor the Company shall be affected by any notice to the contrary. Neither the
Trustee nor the Company shall have any responsibility or obligation to any of
DTC’s participants (each a “Participant”), any person claiming a beneficial
ownership in the bonds of the Series due [       ]
under or through DTC or any Participant (each a “Beneficial Owner”), or any
other person which is not shown on the bond register maintained by the Trustee
as being a registered holder, with respect to (1) the accuracy of any
records maintained by DTC or any Participant; (2) the payment of DTC or
any Participant of any amount in respect of the principal of[, premium, if
any,] or interest on the bonds of the Series due [       ];
(3) the delivery by DTC or any Participant of any notice to any Beneficial
Owner which is permitted or required to be given to registered holders under
the Indenture of the bonds of the Series due [       ];
(4) the selection of the Beneficial Owners to receive payment in the event of
any partial redemption of the bonds of the Series due [       ];
or (5) any consent given or other action taken by DTC as bondholder. The
Trustee shall pay all principal of[, premium, if any,] and interest on the
bonds of the Series due [       ] registered in the name
of Cede & Co. only to or “upon the order of” (as that term is used in the
Uniform Commercial Code as adopted in Minnesota and New York) DTC, and all such
payments shall be valid and effective to fully satisfy and discharge the
Company’s obligations with respect to the principal of[, premium, if any,] and
interest on such bonds of the Series due [       ]
to the extent of the sum or sums so paid. Except as otherwise provided in
Sections 2.06(c) and (g) below, no person other than DTC shall receive
authenticated bond certificates evidencing 


 


13

















 


the obligation
of the Company to make payments of principal of and interest on the bonds of
the Series due [         ].
Upon delivery by DTC to the Trustee of written notice to the effect that DTC
has determined to substitute a new nominee in place of Cede & Co., and
subject to the provisions of the Indenture with respect to transfers of bonds,
the word “Cede & Co.” in this Supplemental Trust Indenture shall refer to
such new nominee of DTC.


 


(c)           If the Company in
its discretion determines that it is in the best interest of the Beneficial
Owners that they be able to obtain bond certificates for the bonds of the
Series due [       ] or
there shall have occurred and be continuing a completed default with respect to
the bonds of the Series due [       ], the
Company may notify DTC and the Trustee, whereupon DTC will notify the
Participants of the availability through DTC of bond certificates. In such
event, the Trustee shall issue, transfer and exchange bond certificates as
requested by DTC in appropriate amounts pursuant to Article II of the Restated
Indenture and Section 2.03 of this Supplemental Trust Indenture. The Company
shall pay all costs in connection with the production of bond certificates if
the Company makes such a determination under this Section 2.06(c). DTC may
determine to discontinue providing its services with respect to the bonds of
the Series due [       ]
at any time by giving written notice to the Company and the Trustee and
discharging its responsibilities with respect thereto under applicable law.
Under such circumstances (if there is no successor book-entry depository), the
Company and the Trustee shall be obligated (at the sole cost and expense of the
Company) to deliver bond certificates as described in this Supplemental Trust
Indenture. If bond certificates are issued, the provisions of the Indenture
shall apply to, among other things, the transfer and exchange of such
certificates and the method of payment of principal of[, premium, if any,] and
interest on such certificates. Whenever DTC requests the Company and the
Trustee to do so, the Company will direct the Trustee (at the sole cost and
expense of the Company) to cooperate with DTC in taking appropriate action
after reasonable notice (1) to make available one or more separate certificates
evidencing the bonds of the Series due [       ] to
any Participant or (2) to arrange for another book-entry depository to maintain
custody of certificates evidencing the bonds of the Series due [       ]
registered in the name of such depository or its nominee. Any successor
book-entry depository must be a clearing agency registered with the Securities
and Exchange Commission pursuant to Section 17A of the Securities Exchange Act
of 1934, as amended, and must enter into an agreement with the Company and the
Trustee agreeing to act as the depository and clearing agency for the bonds of
the Series due [       ]
(except as provided in Section 2.06(g) below). After such agreement has become
effective, DTC shall present the bonds of the Series due [       ]
for registration of transfer in accordance with Section 2.12 of the Restated
Indenture, and the Trustee shall register them in the name of the successor
book-entry depository or its nominee and all references thereafter to DTC shall
be to such successor book-entry depository. If a successor book-entry
depository has not accepted such position before the effective date of DTC’s
termination of its services, the book-entry system shall automatically
terminate and may not be reinstated without the consent of all registered
holders of the bonds of the Series due [       ].


 


(d)           Notwithstanding any
other provision of this Supplemental Trust Indenture to the contrary, so long as
any bonds of the Series due [       ]
are registered in the name of Cede & Co., as nominee of DTC, all payments
with respect to the principal of[, premium, if any,] and interest on such bonds
of the Series due [       ] and all notices with
respect to such bonds of the Series due [       ]
shall be made and given, respectively, to DTC as provided in the blanket 


 


14

















 


representation
letter among DTC, the Company and the Trustee. The Trustee is hereby authorized
and directed to comply with all terms of the representation letter.


 


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


 


(f)            NEITHER THE COMPANY
NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS
OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS
MAINTAINED BY DTC OR ANY PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY PARTICIPANT
OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF[,
PREMIUM, IF ANY,] OR INTEREST ON THE BONDS OF THE SERIES DUE [       ];
(3) THE DELIVERY BY DTC OR ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL
OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE
GIVEN TO REGISTERED HOLDERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO
RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS OF THE
SERIES DUE [       ];
OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS A REGISTERED HOLDER.


 


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


 


(g)           The Company, in its
sole discretion, may terminate the services of DTC with respect to the bonds of
the Series due [       ] if
the Company determines that: (i) DTC (x) is unable to discharge its
responsibilities with respect to the bonds of the Series due [       ]
or (y) at any time ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended; or (ii) there shall have
occurred and be continuing a Completed Default with respect to the bonds of the
Series due [       ].
The Company, in its sole discretion, may terminate the services of DTC with
respect to the bonds of the Series due [       ] if
the Company determines that a continuation of the requirement that all of
the outstanding Bonds be registered with the registration books kept by the
Trustee in the name of Cede & Co., as nominee of DTC, is not in the best
interest of the Beneficial Owners of the bonds of the Series due [       ].
After such event and if no substitute book-entry depository is appointed by the
Company, bond certificates will be delivered as described in the Indenture.


 


(h)           Upon the termination
of the services of DTC with respect to the bonds of the Series due [       ]
pursuant to subsections (c) or (g) of this Section 2.06 after which no
substitute book-entry depository is appointed, the bonds of the Series due [       ]
shall be registered in 


 


15

















 


whatever name
or names holders transferring or exchanging the bonds of the Series due [       ]
shall designate in accordance with the provisions of the Indenture.


 


ARTICLE III


[SINKING FUND


 


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


 


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


 


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


 


16

















 


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


 


(b)           The particular bonds
to be redeemed for the Sinking Fund shall be selected by the Trustee by lot, in
such manner as it shall deem proper in its discretion, from the distinctive
numbers borne by or assigned to registered bonds of the Series due [         ],
as herein provided. For each registered bond of a denomination in excess of
$1,000, the Trustee shall assign a distinctive number of each $1,000 of the
principal amount thereof. Registered bonds shall be deemed to have been drawn
by lot if and to the extent that the numbers borne by or assigned thereto as
above provided are selected as aforesaid. The Trustee shall notify the Company
in writing of the distinctive numbers of the bonds of the Series due [         ]
to be redeemed for the Sinking Fund. The Trustee is authorized and empowered
hereby to give or cause to be given on behalf of the Company the notice
required by Section 2.02 hereof in order to redeem bonds for Sinking Fund
purposes.


 


(c)           On and after the
commencement of notice of redemption of bonds pursuant to this Section, the
Trustee shall (subject to the provisions of Section 20.03 of the Restated
Indenture) hold the moneys necessary to redeem the bonds so to be redeemed as a
separate trust fund for the account of the respective holders thereof and such
moneys shall be paid to them respectively upon presentation and surrender of
such bonds; and after the redemption date, such bonds shall cease to be
entitled to the lien, benefits, or security of the Indenture, and as respects
the Company’s liability thereon such bonds and all claims for interest thereon
shall be deemed to have been paid; this Section being in all respects subject
to the provisions of Section 20.03 of the Restated Indenture on and after the
Effective Date, except that, on and after commencement of notice of redemption
of bonds pursuant to this Section 3.02, such bonds shall be deemed to have been
redeemed from the holder or holders thereof and paid for the purpose of release
and satisfaction of the Indenture.


 


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


 


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


 


17

















 


retirement
thereof and no credit shall be taken or cash withdrawn under the provisions of
the Indenture on the basis thereof.]


 


ARTICLE IV


APPOINTMENT OF AUTHENTICATING AGENT


 


SECTION 4.01.
The
Trustee shall, if requested in writing so to do by the Company, promptly
appoint an agent or agents of the Trustee who shall have authority to
authenticate registered bonds of the Series due [         ]
in the name and on behalf of the Trustee. Such appointment by the Trustee shall
be evidenced by a certificate of a vice-president of the Trustee delivered to
the Company prior to the effectiveness of such appointment.


 


SECTION 4.02.
(a) Any such
authenticating agent shall be acceptable to the Company and at all times shall
be a corporation which is organized and doing business under the laws of the
United States or of any State, is authorized under such laws to act as
authenticating agent, has a combined capital and surplus of at least
$10,000,000 and is subject to supervision or examination by Federal or State authority.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 4.02 the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.


 


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


 


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


 


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


 


18



















 

















 


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


 


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


 


	
   

  	
   

  	
  BNY MIDWEST TRUST COMPANY, as

  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


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


 


ARTICLE V

FINANCING STATEMENT TO COMPLY WITH

THE UNIFORM COMMERCIAL CODE


 


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


 


	
  Debtor:

  	
  Northern States Power Company
  414 Nicollet Mall 

  Minneapolis, Minnesota 55401

  
	
   

  	
   

  
	
  Secured Party:

  	
  BNY Midwest Trust Company, Trustee
  2 North LaSalle Street
  Suite 1020
  Chicago, Illinois 60602

  



 


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


 


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


 


SECTION 5.03. The maturity dates and respective principal amounts of
obligations of the debtor secured and presently to be secured by the Indenture
and this Supplemental Trust


 


19

















 


Indenture,
reference to all of which for the terms and conditions thereof is hereby made
with the same force and effect as if incorporated herein at length, are as
follows:


 


	
  First Mortgage Bonds

  	
   

  	
  Principal Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Series
  due July 1, 2025

  	
   

  	
  $

  	
  250,000,000

  	
   

  
	
  Pollution
  Control Series N

  	
   

  	
  $

  	
  27,900,000

  	
   

  
	
  Pollution
  Control Series O

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  Pollution
  Control Series P

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  Series
  due March 1, 2028

  	
   

  	
  $

  	
  150,000,000

  	
   

  
	
  Pollution
  Control Series S

  	
   

  	
  $

  	
  69,000,000

  	
   

  
	
  Series A
  and Series B due August 28, 2012

  	
   

  	
  $

  	
  450,000,000

  	
   

  
	
  Series
  due August 1, 2010

  	
   

  	
  $

  	
  175,000,000

  	
   

  
	
  Series
  due July 15, 2035

  	
   

  	
  $

  	
  250,000,000

  	
   

  
	
  Series
  due June 1, 2036

  	
   

  	
  $

  	
  400,000,000

  	
   

  
	
  Series
  due July 1, 2037

  	
   

  	
  $

  	
  350,000,000

  	
   

  



 


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


 


SECTION 5.05. The 1937 Indenture, the Restated Indenture and the prior
Supplemental Trust Indentures, as set forth below, have been filed or recorded
in each and every office in the States of Minnesota, North Dakota, and South
Dakota designated by law for the filing or recording thereof in respect of all
property of the Company subject thereto:


 


	
  Original Indenture

  Dated February 1, 1937

  	
  Supplemental Indenture 

  Dated June 1, 1942

  
	
   

  	
   

  
	
  Supplemental Indenture

  Dated February 1, 1944

  	
  Supplemental Indenture

  Dated October 1, 1945

  
	
   

  	
   

  
	
  Supplemental Indenture

  Dated July 1, 1948

  	
  Supplemental Indenture 

  Dated August 1, 1949

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated June 1, 1952

  	
  Supplemental Indenture

  Dated October 1, 1954

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated September 1, 1956

  	
  Supplemental Indenture

  Dated August 1, 1957

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated July 1, 1958

  	
  Supplemental Indenture

  Dated December 1, 1960

  
	
   

  	
   

  
	
  Supplemental Indenture

  Dated August 1, 1961

  	
  Supplemental Indenture

  Dated June 1, 1962

  



 


20

















 


	
  Supplemental Indenture

  Dated September 1, 1963

  	
  Supplemental Indenture

  Dated August 1, 1966

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated June 1, 1967

  	
  Supplemental Indenture 

  Dated October 1, 1967

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated May 1, 1968

  	
  Supplemental Indenture 

  Dated October 1, 1969

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated February 1, 1971

  	
  Supplemental Indenture

  Dated May 1, 1971

  
	
   

  	
   

  
	
  Supplemental Indenture

  Dated February 1, 1972

  	
  Supplemental Indenture

  Dated January 1, 1973

  
	
   

  	
   

  
	
  Supplemental Indenture

  Dated January 1, 1974

  	
  Supplemental Indenture

  Dated September 1, 1974

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated April 1, 1975

  	
  Supplemental Indenture

  Dated May 1, 1975

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated March 1, 1976

  	
  Supplemental Indenture 

  Dated June 1, 1981

  
	
   

  	
   

  
	
  Supplemental Indenture

  Dated December 1, 1981

  	
  Supplemental Indenture

  Dated May 1, 1983

  
	
   

  	
   

  
	
  Supplemental Indenture

  Dated December 1, 1983

  	
  Supplemental Indenture

  Dated September 1, 1984

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated December 1, 1984

  	
  Supplemental Indenture

  Dated May 1, 1985

  
	
   

  	
   

  
	
  Supplemental Indenture

  Dated September 1, 1985

  	
  Supplemental and Restated Indenture

  Dated May 1, 1988

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated July 1, 1989

  	
  Supplemental Indenture

  Dated June 1, 1990

  
	
   

  	
   

  
	
  Supplemental Indenture

  Dated October 1, 1992

  	
  Supplemental Indenture

  Dated April 1, 1993

  
	
   

  	
   

  
	
  Supplemental Indenture

  Dated December 1, 1993

  	
  Supplemental Indenture 

  Dated February 1, 1994

  
	
   

  	
   

  
	
  Supplemental Indenture

  Dated October 1, 1994

  	
  Supplemental Indenture 

  Dated June 1, 1995

  



 


21

















 


	
  Supplemental Indenture 

  Dated April 1, 1997

  	
  Supplemental Indenture
  Dated March 1, 1998

  
	
   

  	
   

  
	
  Supplemental Indenture
  Dated May 1, 1999

  	
  Supplemental Indenture 

  Dated June 1, 2000

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated August 1, 2000

  	
  Supplemental Indenture
  Dated June 1, 2002

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated July 1, 2002

  	
  Supplemental Indenture
  Dated August 1, 2002

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated May 1, 2003

  	
  Supplemental Indenture 

  Dated August 1, 2003

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated July 1, 2005

  	
  Supplemental Indenture 

  Dated May 1, 2006

  
	
   

  	
   

  
	
  Supplemental Indenture 

  Dated June 1, 2007

  	
   

  



 


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


 


ARTICLE VI

MISCELLANEOUS


 


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


 


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


 


SECTION 6.03. (a) If any provision of the Indenture or this
Supplemental Trust Indenture limits, qualifies or conflicts with another
provision of the Indenture required to be included in indentures qualified
under the Trust Indenture Act of 1939, as amended (as enacted prior to the date
of this Supplemental Trust Indenture) by any of the provisions of Sections 310
to 317, inclusive, of the said Act, such required provision shall control.


 


22

















 


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


 


SECTION 6.04. Wherever in this Supplemental Trust Indenture the word “Indenture”
is used without the prefix “1937,” “Original,” “Restated,” or “Supplemental,”
such word was used intentionally to include in its meaning both the 1937
Indenture, as amended and restated by the Restated Indenture, and all
indentures supplemental thereto.


 


SECTION 6.05. Wherever in this Supplemental Trust Indenture either of
the parties hereto is named or referred to, this shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements in
this Supplemental Trust Indenture contained by or on behalf of the Company or
by or on behalf of the Trustee shall bind and inure to the benefit of the
respective successors and assigns of such parties, whether so expressed or not.


 


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


 


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


 


The total aggregate amount of obligations to be issued forthwith under
this Supplemental Trust Indenture is $[              ].


 


23

















 


IN WITNESS WHEREOF, on this [           ]
day of [           ],
A.D. [           ], NORTHERN STATES POWER COMPANY, a
Minnesota corporation, party of the first part, has caused its corporate name
and seal to be hereunto affixed and this Supplemental Trust Indenture effective
[           ], [           ]to
be signed by its President or a Vice President, and attested by its Secretary
or an Assistant Secretary, for and in its behalf, and THE BANK OF NEW YORK TRUST COMPANY, N.A. (as successor trustee to Harris Trust
and Savings Bank and BNY Midwest Trust Company), a national banking
association, as Trustee, party of the second part, to evidence its acceptance
of the trust hereby created, has caused its corporate name and seal to be
hereunto affixed, and this Supplemental Trust Indenture effective [           ],
[           ], to be
signed by its President, a Vice President, or an Assistant Vice President, and
attested by its Secretary or an Assistant Secretary, for and in its behalf.


 


	
   

  	
   

  	
  NORTHERN
  STATES POWER COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its: Vice
  President

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:
  Secretary

  Executed by Northern States Power Company 

  in the presence of:

  	
   

  	
  (CORPORATE SEAL)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A., as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its Vice President

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its: Vice President

  Executed by The Bank of New York Trust

  Company, N.A., in the presence of:

  	
   

  	
  (CORPORATE SEAL)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  



 

















 


	
  STATE OF MINNESOTA

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY OF HENNEPIN

  	
  )

  	
   

  



 


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


 


WITNESS my hand and notarial
seal, this [         ] day of [           ],
A.D. [          ].


 


	
   

  	
   

  
	
  [            ]

  	
   

  
	
  Notary Public

  	
   

  
	
  My commission expires:

  	
   

  
	
  (NOTARY SEAL)

  



 

















 


	
  STATE OF MINNESOTA

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY OF HENNEPIN

  	
  )

  	
   

  



 


[           ]
and [           ],
being severally duly sworn, each deposes and says that they are [           ]
and [          ],
respectively, of Northern States Power Company, the corporation described in
and which executed the within and foregoing Supplemental Trust Indenture, as
mortgagor; and each for himself further says that said Supplemental Trust
Indenture was executed in good faith, and not for the purpose of hindering,
delaying, or defrauding any creditor of the said mortgagor.


 


	
   

  	
   

  	
   

  
	
  [            ]

  	
   

  	
  [            ]

  



 


Subscribed and sworn to before me this [_____]  day
of [_____], A.D. [_____].


	
   

  	
   

  
	
   

  	
   

  
	
  [         ]
  

  
	
  Notary Public 

  
	
  My commission expires:

  
	
  (NOTARY SEAL)

  



 

















 


	
  STATE OF ILLINOIS

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY OF COOK

  	
  )

  	
   

  



 


On this [           ]  day of [            ]
A.D. [             ],
before me, [             ],
a Notary Public in and for said County in the State aforesaid, personally
appeared [            ]  and [           ]
to me personally known, and to me known to be the [           ]
and [          ],
respectively, of The Bank of New York Trust Company, N.A., one of the
corporations described in and which executed the within and foregoing
instrument, and who, being by me severally duly sworn, each, did say that he,
the said [           ]
is [           ], and
she, the said [           ],
is the [           ], of
The Bank of New York Trust Company, N.A., a national banking association; that
the seal affixed to the within and foregoing instrument is the seal of said
association, and that said instrument was executed on behalf of said
association by authority of its board of directors; and said [          ]
and [            ]
each acknowledged said instrument to be the free act and deed of said
association and that such association executed the same.


 


WITNESS my hand and notarial
seal, this [           ]
day of [           ]
A.D. [           ].


 


	
   

  	
   

  
	
  [          ]  

  
	
  Notary Public

  
	
   My commission expires:

  
	
  (NOTARY SEAL)

  



 

















 


	
  STATE OF ILLINOIS

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY OF COOK

  	
  )

  	
   

  



 


[          ]
and [           ], being
severally duly sworn, each for himself/herself deposes and says that he/she,
the said [           ],
is [           ], and
he/she, the said [            ],
is [           ], of The
Bank of New York Trust Company, N.A., the association described in and which
executed the within and foregoing Supplemental Trust Indenture, as mortgagee;
and each for himself further says that said Supplemental Trust Indenture was
executed in good faith, and not for the purpose of hindering, delaying, or
defrauding any creditor of the mortgagor.


 


	
   

  	
   

  	
   

  
	
  [           ]

  	
   

  	
  [           ]

  
	
   

  	
   

  	
   

  
	
  Subscribed and sworn to before me this 
  [           ],
  day of.
  [            ]A.D.[            ]

  
	
   

  
	
   

  	
   

  
	
  [            ]

  
	
  Notary Public

  
	
  My commission expires:

  
	
  (NOTARY SEAL)

  



 





















 


SCHEDULE A


 


The property referred to in Article I of the foregoing Supplemental
Trust Indenture from Northern States Power Company to The Bank of New York
Trust Company, N.A., Trustee, effective as of [          ],
[          ], includes the
following property hereafter more specifically described. Such description, however,
is not intended to limit or impair the scope or intention of the general
description contained in the granting clauses or elsewhere in the Indenture.


 


I. PROPERTIES IN THE STATE OF MINNESOTA


 


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


 


Please return recorded document(s) to [                      ].