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                         NORTHERN STATES POWER COMPANY
                           (A MINNESOTA CORPORATION)
                              FIRST MORTGAGE BONDS
                             UNDERWRITING AGREEMENT

To the Representatives named in Schedule I
  hereto of the Underwriters named in
  Schedule II hereto

Dear Sirs:

    Northern  States  Power Company,  a  Minnesota corporation  (the "Company"),
proposes  to  sell  to  the  underwriters  named  in  Schedule  II  hereto  (the
"Underwriters"),   for   whom   you   are   acting   as   representatives   (the
"Representatives"), its First Mortgage Bonds of the designation, with the  terms
and  in  the aggregate  principal  amount specified  in  Schedule I  hereto (the
"Bonds") to be issued under its Trust  Indenture, dated as of February 1,  1937,
from  the Company to Harris Trust and  Savings Bank, as trustee (the "Trustee"),
as heretofore supplemented and amended  by supplemental trust indentures and  as
to  be  further  supplemented  and amended  by  a  supplemental  trust indenture
relating to the Bonds (such Trust  Indenture as so supplemented and amended  and
as  to  be so  supplemented and  amended  being hereinafter  referred to  as the
"Indenture"). If the firm or firms listed in Schedule II hereto include only the
firm or firms  listed in Schedule  I hereto, then  the terms "Underwriters"  and
"Representatives," as used herein, shall each be deemed to refer to such firm or
firms.

    1.   REPRESENTATIONS AND WARRANTIES BY  THE COMPANY.  The Company represents
and warrants to, and agrees with, each Underwriter that:

        (a) The Company  meets the requirements  for use of  Form S-3 under  the
    Securities  Act  of 1933,  as amended  (the  "Act") and  has filed  with the
    Securities  and  Exchange  Commission  (the  "Commission")  a   registration
    statement  on such Form, including a  prospectus, for the registration under
    the Act of  the Bonds,  which registration statement  has become  effective.
    Such  registration  statement  and  prospectus  may  have  been  amended  or
    supplemented from time to  time prior to the  date of this Agreement  (which
    date  is set forth in  Schedule I hereto). Any  such amendment or supplement
    was filed with the Commission and  any such amendment has become  effective.
    The  Company  will file  with the  Commission  a prospectus  supplement (the
    "Prospectus Supplement") relating to  the Bonds pursuant  to Rule 424  under
    the  Act. Copies  of such  registration statement  and prospectus,  any such
    amendment or supplement and all documents incorporated by reference  therein
    which  were  filed with  the  Commission on  or prior  to  the date  of this
    Agreement have been delivered to you and copies of the Prospectus Supplement
    will be delivered  to you promptly  after it is  filed with the  Commission.
    Such registration statement, as amended prior to the date of this Agreement,
    and  such prospectus, as amended and supplemented  prior to the date of this
    Agreement and as supplemented by the Prospectus Supplement, are  hereinafter
    called  the "Registration Statement" and the "Prospectus", respectively. Any
    reference herein to the  Registration Statement or  the Prospectus shall  be
    deemed  to  refer to  and include  the  documents incorporated  by reference
    therein pursuant  to  Item  12  of  Form S-3  which  were  filed  under  the
    Securities  Exchange  Act of  1934, as  amended (the  "Exchange Act")  on or
    before the date  of this Agreement  and, if the  Company files any  document
    pursuant  to the Exchange Act after the  date of this Agreement and prior to
    the termination of  the offering  of the  Bonds by  the Underwriters,  which
    documents  are deemed to  be incorporated by  reference into the Prospectus,
    the term "Prospectus" shall refer also to said prospectus as supplemented by
    the documents so filed from and after the time said documents are filed with
    the Commission.  There are  no  contracts or  documents  of the  Company  or

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    any  of its subsidiaries  that are required  to be filed  as exhibits to the
    Registration Statement or any documents incorporated by reference therein by
    the Act, the Exchange Act or the rules and regulations thereunder which have
    not been so filed.

        (b) No order preventing or suspending  the use of the Prospectus or  the
    Registration   Statement  has  been   issued  by  the   Commission  and  the
    Registration Statement,  at the  date  of this  Agreement, complied  in  all
    material  respects with the requirements of the Act, the Trust Indenture Act
    of 1939, as amended (the "Trust Indenture Act") and the respective rules and
    regulations of  the Commission  thereunder and  did not  contain any  untrue
    statement of a material fact or omit any material fact required to be stated
    therein or necessary in order to make the statements therein not misleading;
    and,  at the time the Prospectus Supplement is filed with the Commission and
    at the Closing Date (as hereinafter defined), the Prospectus will comply  in
    all  material respects  with the  Act and the  rules and  regulations of the
    Commission thereunder  and  will  not  contain any  untrue  statement  of  a
    material  fact or  omit to  state any  material fact  required to  be stated
    therein or necessary to make the statements therein not misleading; PROVIDED
    that the Company makes no representations or warranties as to (A) that  part
    of  the  Registration  Statement  which shall  constitute  the  Statement of
    Eligibility (Form T-1) under the Trust  Indenture Act of the Trustee or  (B)
    the  information contained in or omitted  from the Registration Statement or
    the Prospectus in reliance upon and in conformity with information furnished
    in writing to the  Company by or  on behalf of  any Underwriter through  the
    Representatives  specifically  for  use  in  the  Registration  Statement or
    Prospectus.

        (c) The documents incorporated by reference in the Prospectus, when they
    were filed with the  Commission, conformed in all  material respects to  the
    requirements  of  the Exchange  Act  and the  rules  and regulations  of the
    Commission thereunder,  and  any  documents so  filed  and  incorporated  by
    reference subsequent to the date of this Agreement will, when they are filed
    with the Commission, conform in all material respects to the requirements of
    the   Exchange  Act,  and  the  rules  and  regulations  of  the  Commission
    thereunder; and none of  such documents include or  will include any  untrue
    statement of a material fact or omit or will omit to state any material fact
    required to be stated therein or necessary to make the statements therein in
    the light of the circumstances under which they were made not misleading.

        (d)  Deloitte  &  Touche  LLP which  audited  certain  of  the financial
    statements incorporated  by reference  in  the Registration  Statement,  are
    independent  public accountants  as required  by the  Act and  the rules and
    regulations of the Commission thereunder.

        (e) The  financial  statements  of  the  Company  and  its  consolidated
    subsidiaries  filed  as  a  part  of or  incorporated  by  reference  in the
    Registration Statement or Prospectus  fairly present the financial  position
    of  the Company and its consolidated  subsidiaries as of the dates indicated
    and the results of  their operations and changes  in financial position  for
    the  periods specified, and have been  prepared in conformity with generally
    accepted accounting principles applied on a consistent basis throughout  the
    periods  involved,  except as  disclosed in  the Prospectus  Supplement. The
    unaudited pro forma financial information  incorporated by reference in  the
    Registration  Statement and the Prospectus complies in all material respects
    with the applicable accounting requirements of Rule 11-02 of Regulation  S-X
    and  the pro forma adjustments have  been properly applied to the historical
    amounts in the compilation of such information.

        (f) The Company has been duly incorporated and is validly existing as  a
    corporation  in good standing under the laws  of the State of Minnesota with
    due corporate authority to carry on the business in which it is engaged  and
    to  own and operate the properties used by it in such business, as described
    in the Prospectus;  the Company  is qualified to  do business  as a  foreign
    corporation  and is in good  standing under the laws  of the States of North
    Dakota and South Dakota; and  the Company is not  required by the nature  of
    its  business to be  licensed or qualified  as a foreign  corporation in any
    other state or  jurisdiction; and,  except as  set forth  in the  Prospectus
    Supplement,  the Company has all material licenses and approvals required at
    the date hereof to conduct its business.

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        (g) Each  subsidiary  of the  Company  named  in Exhibit  22.01  to  the
    Company's  most recent Annual Report on Form 10-K ("Significant Subsidiary")
    has been duly incorporated and is validly existing as a corporation in  good
    standing under the laws of the jurisdiction of its incorporation and is duly
    qualified  as  a foreign  corporation to  transact business  and is  in good
    standing in  each  jurisdiction  in  which it  owns  or  leases  substantial
    properties   or  in  which  the  conduct   of  its  business  requires  such
    qualification; all of the issued and outstanding capital stock of each  such
    subsidiary has been duly authorized and validly issued and is fully paid and
    non-assessable;  and the capital stock of  each such subsidiary owned by the
    Company, directly or through  subsidiaries, is owned free  and clear of  any
    pledge, lien, encumbrance, claim or equity.

        (h)  Neither the Company nor any of its subsidiaries has sustained since
    the date of the latest audited financial statements included or incorporated
    by reference in the  Prospectus any material loss  or interference with  its
    business  from  fire, explosion,  flood or  other  calamity, whether  or not
    covered by insurance,  or from any  labor dispute or  court or  governmental
    action,  order or decree, otherwise than as set forth or contemplated in the
    Prospectus  Supplement;  and,  since  the  respective  dates  as  of   which
    information  is  given  in  the Registration  Statement  and  the Prospectus
    Supplement, neither the Company nor any of its subsidiaries has incurred any
    liabilities or  obligations,  direct  or contingent,  or  entered  into  any
    transactions,  not in the ordinary course of business, which are material to
    the Company and its subsidiaries, and there has not been any material change
    in the  capital  stock or  long-term  debt of  the  Company or  any  of  its
    subsidiaries  or any material adverse change, or any development involving a
    prospective material adverse  change, in or  affecting the general  affairs,
    management,   financial  position,   stockholders'  equity   or  results  of
    operations of the Company and its subsidiaries, otherwise than as set  forth
    or contemplated in the Prospectus Supplement.

        (i)  Neither  the  execution  and delivery  of  this  Agreement  and the
    Indenture, the issuance and delivery of  the Bonds, the consummation of  the
    transactions  herein contemplated, the fulfillment  of the terms hereof, nor
    compliance with the terms  and provisions of this  Agreement, the Bonds  and
    the  Indenture will conflict  with, or result  in the breach  of, any of the
    terms, provisions or conditions of  the Restated Articles of  Incorporation,
    as  amended, or  by-laws of  the Company, or  of any  contract, agreement or
    instrument to which the  Company is a  party or in which  the Company has  a
    beneficial  interest or by which the Company  is bound or of any order, rule
    or regulation applicable to the  Company of any court  or of any federal  or
    state  regulatory body or  administrative agency or  other governmental body
    having jurisdiction over the Company or over its properties.

        (j) The Bonds have been duly  authorized for issuance and sale  pursuant
    to  this Agreement and,  when executed and  authenticated in accordance with
    the Indenture and delivered  and paid for as  provided herein, will be  duly
    issued  and will  constitute valid  and binding  obligations of  the Company
    enforceable in accordance with their terms, except as limited by bankruptcy,
    insolvency and other  laws affecting enforcement  of creditors' rights,  and
    will   be  entitled  to  the  benefits   of  the  Indenture  which  will  be
    substantially in the form heretofore delivered to you.

        (k) The Indenture has  been duly and validly  authorized by the  Company
    and,  when  duly  executed  and  delivered  by  the  Company,  assuming  due
    authorization,  execution  and  delivery   thereof  by  the  Trustee,   will
    constitute  a valid  and binding  obligation of  the Company  enforceable in
    accordance with its terms, except as  enforcement thereof may be limited  by
    bankruptcy,  insolvency or  other laws  affecting enforcement  of creditors'
    rights.

        (l) The  Minnesota  Public Utilities  Commission  has issued  its  order
    approving  capital  structure which  order  authorizes the  issuance  of the
    Bonds, and  no  other approval  of  any  regulatory public  body,  state  or
    federal,  is,  or will  be  at the  Closing  Date (as  hereinafter defined),
    necessary in connection with the issuance and sale of the Bonds pursuant  to
    this  Agreement,  other  than approvals  that  may be  required  under state
    securities laws.

       (m) The Company has good and valid  title to all real and fixed  property
    and  leasehold rights described or enumerated  in the Indenture (except such
    properties as have been  released from the lien  thereof in accordance  with
    the   terms  thereof),  subject  only  to  taxes  and  assessments  not  yet
    delinquent;

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    the lien of the  Indenture; as to parts  of the Company's property,  certain
    easements,  conditions, restrictions, leases, and similar encumbrances which
    do not affect the Company's use of such property in the usual course of  its
    business,  and certain minor  defects in titles which  are not material, and
    defects in  titles to  certain properties  which are  not essential  to  the
    Company's  business; and  mechanics' lien claims  being contested  or not of
    record or for the satisfaction or discharge of which adequate provision  has
    been  made by the Company  pursuant to the Indenture;  and any real property
    and buildings held under  lease by the  Company is held  by it under  valid,
    subsisting  and enforceable leases with such  exceptions as are not material
    and do not  interfere with  the use  made and proposed  to be  made of  such
    property and buildings by the Company.

        (n)  Other than as set forth or contemplated in the Prospectus as of the
    date hereof, there are no legal or governmental proceedings pending to which
    the Company or any of its subsidiaries  is a party or of which any  property
    of  the  Company  or  any  of its  subsidiaries  is  the  subject  which, if
    determined adversely  to  the Company  or  any of  its  subsidiaries,  would
    individually  or  in the  aggregate have  a material  adverse effect  on the
    consolidated  financial  position,  stockholders'   equity  or  results   of
    operations  of the  Company and  its subsidiaries; and,  to the  best of the
    Company's knowledge, no such proceedings  are threatened or contemplated  by
    governmental authorities or threatened by others.

        (o) The Company is not an "investment company" or an entity "controlled"
    by  an "investment company,  " as such  terms are defined  in the Investment
    Company Act of 1940, as amended.

        (p) Except as set  forth in the Prospectus  Supplement, the Company  and
    its  subsidiaries (A) are in compliance with any and all applicable federal,
    state and local  laws and regulations  relating to the  protection of  human
    health  and  safety, the  environment or  hazardous  or toxic  substances or
    wastes, pollutants or contaminants ("Environmental Laws"), (B) have received
    all permits, licenses or other  approvals required of them under  applicable
    Environmental  Laws  to  conduct  its respective  business  and  (C)  are in
    compliance with all terms  and conditions of any  such permits, licenses  or
    approvals,  except where such noncompliance with Environmental Laws, failure
    to receive  required permits,  licenses  or other  approvals or  failure  to
    comply  with the terms and conditions of such permits, licenses or approvals
    would not, singly or in the aggregate, have a material adverse effect on the
    Company and its subsidiaries, taken as a whole.

    2.  PURCHASE AND SALE.  Subject to the terms and conditions and in  reliance
upon  the representations and warranties herein set forth, the Company agrees to
sell to the Representatives and each other Underwriter, and the  Representatives
and  each other Underwriter  agree, severally and not  jointly, to purchase from
the Company,  at  the  purchase  price  set forth  in  Schedule  I  hereto,  the
respective  principal amounts of  the Bonds set  forth opposite their respective
names in Schedule II hereto.

    3.  DELIVERY AND PAYMENT.   Delivery of and payment  for the Bonds shall  be
made  at the place, date and time specified  in Schedule I hereto (or such other
place, date and time not later than  eight full business days thereafter as  the
Representatives  and the  Company shall designate),  which date and  time may be
postponed by agreement between  the Representatives and  the Company (such  date
and time being herein called the "Closing Date"). Delivery of the Bonds shall be
made  to  the  Representatives  for  the  respective  accounts  of  the  several
Underwriters  against   payment  by   the  several   Underwriters  through   the
Representatives  of  the purchase  price thereof  to  or upon  the order  of the
Company by  certified or  official bank  check  or checks  payable in  New  York
Clearing  House (next day)  funds or, if  so indicated in  Schedule I hereto, in
federal (same day) funds. The Bonds  will be delivered in definitive  registered
form  except that, if for any reason the  Company is unable to deliver the Bonds
in definitive  form,  the  Company  reserves  the  right,  as  provided  in  the
Indenture,  to make delivery in temporary form. Any Bonds delivered in temporary
form will be exchangeable without charge for Bonds in definitive form. The Bonds
will be registered in the names of the Underwriters and in the principal amounts
set forth in Schedule II  hereto except that if  the Company receives a  written
request  from  the  Representatives prior  to  noon  on the  third  business day
preceding the  Closing Date  giving  the names  in which  the  Bonds are  to  be
registered and the principal amounts thereof

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(which  shall in each case be a multiple of $1,000) the Company will deliver the
Bonds so registered. The Bonds will be made available to the Representatives for
checking in New York, New York, not later than 2:00 p.m., New York City time, on
the business day preceding the Close Date.

    4.  AGREEMENTS.  The Company agrees with the several Underwriters that:

        (a) With the consent of the Representatives, the Company will cause  the
    Prospectus Supplement to be filed pursuant to Rule 424 (b) under the Act and
    will  notify the Representatives promptly of  such filing. During the period
    for which a  prospectus relating to  the Bonds is  required to be  delivered
    under the Act, the Company will promptly advise the Representatives (i) when
    any  amendment to  the Registration  Statement shall  have become effective,
    (ii) when any subsequent supplement  to the Prospectus (including  documents
    deemed  to be incorporated by reference into the Prospectus) has been filed,
    (iii) of any request by the Commission for any amendment of or supplement to
    the  Registration  Statement  or  the  Prospectus  or  for  any   additional
    information,  and (iv) of the  issuance by the Commission  of any stop order
    suspending  the  effectiveness   of  the  Registration   Statement  or   the
    institution  or threatening of any proceedings for that purpose. The Company
    will not file any amendment of  the Registration Statement or supplement  to
    the  Prospectus (including documents deemed  to be incorporated by reference
    into the Prospectus) unless the Company has furnished to the Representatives
    a copy for your review prior to  filing and will not file any such  proposed
    amendment  or supplement to which the Representatives reasonably object. The
    Company will use its best efforts to  prevent the issuance of any such  stop
    order and, if issued, to obtain as soon as possible the withdrawal thereof.

        (b)  If, at any time when a prospectus relating to the Bonds is required
    to be delivered under  the Act, any  event occurs as a  result of which  the
    Prospectus  as  then  amended  or  supplemented  would  include  any  untrue
    statement of a material fact or omit to state any material fact necessary to
    make the statements therein, in the  light of the circumstances under  which
    they  were made, not misleading, or if it  shall be necessary at any time to
    amend or supplement the  Prospectus to comply with  the Act or the  Exchange
    Act  or the respective  rules and regulations  of the Commission thereunder,
    the Company  promptly, subject  to paragraph  (a) of  this Section  4,  will
    prepare  and  file an  amendment or  supplement to  the Prospectus  with the
    Commission or will make a filing with the Commission pursuant to Section  13
    or  14 of the Exchange Act, which will correct such statement or omission or
    will effect such compliance.

        (c) The Company will  make generally available  to its security  holders
    and to the Representatives a consolidated earnings statement (which need not
    be  audited) of the  Company, for a twelve-month  period beginning after the
    date of the Prospectus  Supplement filed pursuant to  Rule 424(b) under  the
    Act,  as soon as is reasonably practicable after the end of such period, but
    in any event no later than eighteen months after the "effective date of  the
    Registration  Statement" (as  defined in Rule  158(c) under  the Act), which
    will satisfy the provision  of Section 11(a)  of the Act  and the rules  and
    regulations  of the  Commission thereunder (including  at the  option of the
    Company, Rule 158).

        (d) The Company  will furnish to  each of the  Representatives a  signed
    copy of the Registration Statement as originally filed and of each amendment
    thereto,  including the Form T-1 of the  Trustee and all powers of attorney,
    consents and exhibits filed therewith  (other than exhibits incorporated  by
    reference),  and will deliver to the Representatives conformed copies of the
    Registration Statement, the Prospectus (including all documents incorporated
    by reference  therein)  and, so  long  as delivery  of  a prospectus  by  an
    Underwriter  or dealer  may be  required by the  Act, all  amendments of and
    supplements to such documents, in each case as soon as available and in such
    quantities as the Representatives may reasonably request.

        (e) The Company will furnish such information, execute such  instruments
    and  take such action as may be required to qualify the Bonds for sale under
    the laws of such jurisdictions as the Representatives may designate and will
    maintain  such  qualifications  in  effect  so  long  as  required  for  the
    distribution  of the Bonds; PROVIDED that  the Company shall not be required
    to qualify  to do  business  in any  jurisdiction where  it  is not  now  so
    qualified  or  to take  any  action which  would  subject it  to  general or
    unlimited service of  process in  any jurisdiction where  it is  not now  so
    subject.

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        (f)  So long as the Bonds are  outstanding, the Company will furnish (or
    cause to be furnished) to each of the Representatives, upon request,  copies
    of  (i) all reports to stockholders of  the Company and (ii) all reports and
    financial statements filed  with the Commission  or any national  securities
    exchange.

        (g)  During the  period beginning  from the  date of  this Agreement and
    continuing to  the  Closing Date,  the  Company  will not  offer,  sell,  or
    otherwise  dispose of any first mortgage  bonds of the Company (except under
    prior contractual commitments which have been disclosed to you), without the
    prior written consent  of the  Representatives, which consent  shall not  be
    unreasonably withheld.

    5.   EXPENSES.   Whether or not the  transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay all costs  and
expenses  incident  to  the  performance  of  the  obligations  of  the  Company
hereunder, including,  without limiting  the generality  of the  foregoing,  all
costs, taxes and expenses incident to the issue and delivery of the Bonds to the
Underwriters,  all fees and  expenses of the  Company's counsel and accountants,
all costs and  expenses incident to  the preparing, printing  and filing of  the
Registration   Statement  (including  all   exhibits  thereto),  the  Prospectus
(including all documents incorporated by  reference therein) and any  amendments
thereof  or  supplements thereto,  all costs  and  expenses (including  fees and
expenses of counsel) incurred in connection with "blue sky" qualifications,  the
determination  of  the legality  of the  Bonds  for investment  by institutional
investors and  the rating  of  the Bonds,  and all  costs  and expenses  of  the
printing and distribution of all documents in connection with this underwriting.
Except as provided in this Section 5 and Section 8 hereof, the Underwriters will
pay  all their own costs  and expenses, including the  fees of their counsel and
any advertising expenses in connection with any offer they may make.

    6.  CONDITIONS TO THE OBLIGATIONS  OF THE UNDERWRITERS.  The obligations  of
the  Underwriters to purchase the  Bonds shall be subject,  in the discretion of
the Representatives, to the  accuracy of the  representations and warranties  on
the  part of the Company contained herein as  of the date hereof and the Closing
Date, to  the  accuracy  of the  statements  of  Company officers  made  in  any
certificates  given pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:

        (a) The  Prospectus Supplement  relating to  the Bonds  shall have  been
    filed with the Commission pursuant to Rule 424(b) within the applicable time
    period prescribed for such filing by the rules and regulations under the Act
    and  in accordance  with Section 4(a)  hereof; no stop  order suspending the
    effectiveness of the Registration Statement  or any part thereof shall  have
    been  issued and no proceeding for that purpose shall have been initiated or
    threatened by the Commission; and all requests for additional information on
    the  part  of  the  Commission  shall   have  been  complied  with  to   the
    Representatives' reasonable satisfaction.

        (b)  The  Representatives shall  be furnished  with opinions,  dated the
    Closing Date,  of  Gary R.  Johnson,  Vice President,  General  Counsel  and
    Corporate  Secretary of the  Company, substantially in  the form included as
    Exhibit A.

        (c) The  Representatives  shall have  received  from Gardner,  Carton  &
    Douglas,  Chicago, Illinois, counsel  for the Underwriters,  such opinion or
    opinions dated the  Closing Date with  respect to the  incorporation of  the
    Company,  this  Agreement, the  validity of  the  Indenture, the  Bonds, the
    Registration Statement,  the Prospectus  and other  related matters  as  the
    Representatives may reasonably require, and the Company shall have furnished
    to such counsel such documents as they reasonably request for the purpose of
    enabling them to pass upon such matters.

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        (d)   The  Company  shall  have   furnished  to  the  Representatives  a
    certificate of the President or any Vice President of the Company, dated the
    Closing Date, as  to the matters  set forth in  clause (a) and  (h) of  this
    Section  6 and to  the further effect  that the signers  of such certificate
    have carefully examined the Registration Statement, the Prospectus and  this
    Agreement and that:

           (i)  the  representations  and  warranties  of  the  Company  in this
       Agreement are true and  correct on and  as of the  Closing Date with  the
       same  effect as if made on the Closing Date, and the Company has complied
       with all the agreements and satisfied  all the conditions on its part  to
       be performed or satisfied at or prior to the Closing Date; and

           (ii)  there has been  no material adverse change  in the condition of
       the  Company  and  its  subsidiaries  taken  as  a  whole,  financial  or
       otherwise,  or  in the  earnings, affairs  or  business prospects  of the
       Company and its subsidiaries taken as a whole, whether or not arising  in
       the  ordinary course of business, from  that set forth or contemplated by
       the Registration Statement or Prospectus Supplement.

        (e) The Representatives shall have  received letters from the  Company's
    independent public accountants (dated the date of this Agreement and Closing
    Date,   respectively,  and  in  form   and  substance  satisfactory  to  the
    Representatives) advising that (i)  they are independent public  accountants
    as required by the Act and published rules and regulations of the Commission
    thereunder, (ii) in their opinion, the consolidated financial statements and
    supplemental   schedules  incorporated  by  reference  in  the  Registration
    Statement and  covered by  their  opinion filed  with the  Commission  under
    Section  13 of the Exchange  Act comply as to  form in all material respects
    with the  applicable accounting  requirements of  the Exchange  Act and  the
    published  rules and  regulations of  the Commission  thereunder, (iii) they
    have performed limited  procedures, not constituting  an audit, including  a
    reading  of the latest available interim financial statements of the Company
    and its consolidated subsidiaries, a reading  of the minutes of meetings  of
    the  Board of Directors, committees thereof, and of the Shareholders, of the
    Company and  its subsidiaries  since the  date of  the most  recent  audited
    financial   statements  included   or  incorporated  by   reference  in  the
    Prospectus, inquiries  of  officials of  the  Company and  its  subsidiaries
    responsible  for financial accounting  matters and such  other inquiries and
    procedures as may  be specified in  such letter,  and on the  basis of  such
    limited  review and procedures  nothing came to  their attention that caused
    them to believe that: (a) any  material modifications should be made to  any
    unaudited  consolidated  financial  statements of  the  Company  included or
    incorporated by reference  in the Registration  Statement or Prospectus  for
    them  to be in  conformity with generally  accepted accounting principles or
    any unaudited consolidated financial statements  of the Company included  or
    incorporated by reference in the Registration Statement or Prospectus do not
    comply  as to form  in all material respects  with the applicable accounting
    requirements of  the Exchange  Act  and the  rules  and regulations  of  the
    Commission  applicable  to  Form  10-Q;  (b)  with  respect  to  the  period
    subsequent to the date of the  most recent financial statements included  or
    incorporated  by reference in the  Prospectus and except as  set forth in or
    contemplated by the  Registration Statement  or Prospectus,  there were  any
    changes,  at a specified date not more  than five business days prior to the
    date of  the letter,  in the  capital  stock of  the Company,  increases  in
    long-term debt or decreases in stockholders' equity or net current assets of
    the  Company and its consolidated subsidiaries  as compared with the amounts
    shown on the most recent consolidated balance sheet included or incorporated
    in the  Prospectus, or  for the  period from  the date  of the  most  recent
    financial statements included or incorporated by reference in the Prospectus
    to  such  specified date  there  were any  decreases,  as compared  with the
    corresponding period in the preceding year, in operating revenues, operating
    income, net income, or earnings per share of Common Stock of the Company and
    its subsidiaries, except in all instances for changes or decreases set forth
    in such  letter,  in  which case  the  letter  shall be  accompanied  by  an
    explanation  by  the  Company as  to  the significance  thereof  unless said
    explanation is not deemed necessary  by the Representatives; (iv) they  have
    carried  out  specified procedures  performed for  the purpose  of comparing
    certain specified financial information and percentages (which is limited to
    financial  information  derived  from  general  accounting  records  of  the
    Company) included or incorporated by reference in the Registration Statement
    and Prospectus

                                       7
<PAGE>
    with  indicated amounts in the financial statements or accounting records of
    the Company and (excluding any questions of legal interpretation) have found
    such information  and  percentages to  be  in agreement  with  the  relevant
    accounting  and financial  information of  the Company  referred to  in such
    letter in the description of the procedures performed by them and (v) on the
    basis of  a  reading  of  the  unaudited  pro  forma  financial  information
    incorporated  by reference in the Registration Statement and the Prospectus,
    carrying out certain specified procedures that would not necessarily  reveal
    matters  of  significance with  respect to  the comments  set forth  in this
    paragraph (v),  inquiries  of certain  officials  of the  Company  who  have
    responsibility   for  financial  and  accounting  matters  and  proving  the
    arithmetic accuracy of the application of  the pro forma adjustments to  the
    historical amounts in the unaudited pro forma financial information, nothing
    came  to their attention that caused them  to believe that the unaudited pro
    forma financial information does not comply in form in all material respects
    with the applicable accounting requirements of Rule 11-02 of Regulation  S-X
    or  that the  pro forma  adjustments have not  been properly  applied to the
    historical amounts in the compilation of such information.

        (f) Subsequent to the respective dates as of which information is  given
    in  the Registration Statement and the Prospectus, there shall not have been
    any change or  decrease specified in  the letter or  letters referred to  in
    paragraph (e) of this Section 6 which makes it impractical or inadvisable in
    the  judgment of the Representatives to  proceed with the public offering or
    the delivery of the Bonds on the terms and in the manner contemplated by the
    Prospectus.

        (g) Subsequent to the date  hereof, no downgrading shall have  occurred,
    nor  shall  any  notice  have  been  given  of  any  intended  or  potential
    downgrading or of any  review for a possible  change that does not  indicate
    the  direction of the possible change,  in the rating accorded the Company's
    debt securities or preferred stock by any "nationally recognized statistical
    rating organization," as that term is defined by the Commission for purposes
    of Rule 436(g)(2) under the Act.

        (h) (i)  Neither the  Company nor  any of  its subsidiaries  shall  have
    sustained since the date of the latest audited financial statements included
    or incorporated by reference in the Prospectus any loss or interference with
    its  business from fire, explosion, flood  or other calamity, whether or not
    covered by insurance,  or from any  labor dispute or  court or  governmental
    action,  order or decree, otherwise than as set forth or contemplated in the
    Prospectus Supplement, and (ii)  since the date  of this Agreement,  neither
    the  Company nor any of its subsidiaries shall have incurred any liabilities
    or obligations, direct or contingent, or entered into any transactions,  not
    in  the ordinary course of  business, which are material  to the Company and
    its subsidiaries, and there  shall not have been  any change in the  capital
    stock  or long-term debt  of the Company  or any of  its subsidiaries or any
    change, or any development involving  a prospective change, in or  affecting
    the general affairs, management, financial position, stockholders' equity or
    results  of operations of the Company and its subsidiaries otherwise than as
    set forth or contemplated in the Prospectus Supplement, the effect of which,
    in any such case described in clause (i)  or (ii) is in the judgment of  the
    Underwriters  so  material  and  adverse  as  to  make  it  impracticable or
    inadvisable to proceed with the public offering or the delivery of the Bonds
    on the terms and in the manner contemplated by the Prospectus.

        (i)  No  Representative  shall  have   advised  the  Company  that   the
    Registration  Statement  or  Prospectus,  or  any  amendment  or  supplement
    thereto, contains  an untrue  statement  of fact  which  in the  opinion  of
    counsel  for the Underwriters is material or  omits to state a fact which in
    the opinion of counsel for the  Underwriters is material and is required  to
    be  stated  therein  or is  necessary  to  make the  statements  therein not
    misleading.

        (j) Prior to the Closing Date,  the Company shall have furnished to  the
    Representatives such further information, certificates and documents as they
    may reasonably request.

    If  any of the  conditions specified in  this Section 6  shall not have been
fulfilled when and as required by this Agreement, or if any of the opinions  and
certificates  mentioned  above  or  elsewhere in  this  Agreement  shall  not be
satisfactory in form  and substance  to the Representatives  and their  counsel,
this Agreement and

                                       8
<PAGE>
all  obligations of the  Underwriters hereunder may  be cancelled at,  or at any
time prior  to,  the  Closing  Date  by  the  Representatives.  Notice  of  such
cancellation  shall  be given  to the  Company  in writing,  or by  telephone or
telegraph confirmed in writing.

    7.  CONDITIONS OF COMPANY'S OBLIGATIONS.  The obligations of the Company  to
sell and deliver the Bonds are subject to the following conditions:

        (a)   Prior  to  the   Closing  Date,  no   stop  order  suspending  the
    effectiveness of the Registration  Statement shall have  been issued and  no
    proceedings for that purpose shall have been instituted or, to the knowledge
    of the Company or the Representative, threatened.

        (b)  The order of the Minnesota  Public Utilities Commission referred to
    in paragraph (1) of Section 1 shall be in full force and effect.

    If any of the  conditions specified in  this Section 7  shall not have  been
fulfilled,  this Agreement and  all obligations of the  Company hereunder may be
cancelled on or at any time prior to the Closing Date by the Company. Notice  of
such  cancellation shall be given to the Underwriters in writing or by telephone
or facsimile transmission confirmed in writing.

    8.   REIMBURSEMENT OF  UNDERWRITERS' EXPENSES.   If  the sale  of the  Bonds
provided  for herein is not consummated because any condition to the obligations
of the Underwriters set forth in Section 6 hereof is not satisfied or because of
any refusal, inability  or failure on  the part  of the Company  to perform  any
agreement  herein or comply with any provision hereof, other than by reason of a
default by any of the Underwriters, the Company will reimburse the  Underwriters
severally  upon  demand  for all  out-of-pocket  expenses that  shall  have been
reasonably incurred by them in connection with the proposed purchase and sale of
the Bonds.

    9.  INDEMNIFICATION.  (a) The Company agrees to indemnify and hold  harmless
each Underwriter and each person who controls any Underwriter within the meaning
of  either  the Act  or the  Exchange Act  against any  and all  losses, claims,
damages or liabilities,  joint or  several, to  which they  or any  of them  may
become  subject  under the  Act,  the Exchange  Act  or other  federal  or state
statutory law or regulation, at common law or otherwise insofar as such  losses,
claims,  damages or liabilities (or actions in  respect thereof) arise out of or
are based upon any  untrue statement or alleged  untrue statement of a  material
fact  contained in the registration statement  for the registration of the Bonds
as originally filed or in any amendment thereof, or in the Prospectus or in  any
amendment  thereof or supplement thereto, or arise  out of or are based upon the
omission or alleged  omission to state  therein a material  fact required to  be
stated  therein or necessary  to make the statements  therein not misleading and
agrees to reimburse each such indemnified party for any legal or other  expenses
as reasonably incurred by them in connection with investigating or defending any
such  loss, claim, damages, liability or  action; PROVIDED that the Company will
not be liable in any such case to  the extent that any such loss, claim,  damage
or liability arises out of or is based upon any such untrue statement or alleged
untrue  statement or omission or alleged  omission made therein in reliance upon
and in conformity  with written information  furnished to the  Company by or  on
behalf  of  any Underwriter  through  the Representatives  specifically  for use
therein and PROVIDED FURTHER  that such indemnity with  respect to a  prospectus
included  in the  registration statement or  any amendment thereto  prior to the
supplementing thereof  with the  Prospectus Supplement  shall not  inure to  the
benefit  of any  Underwriter (or any  person controlling  such Underwriter) from
whom the person asserting  any such loss, claim,  damage or liability  purchased
the  Bonds which are the subject thereof if  such person was not sent or given a
copy of  the Prospectus  (but without  the documents  incorporated by  reference
therein)  at or  prior to  the confirmation of  the sale  of such  Bonds to such
person in any case  where such delivery  is required by the  Act and the  untrue
statement  or  omission of  a  material fact  contained  in such  prospectus was
corrected in the Prospectus, provided that the Company shall have delivered  the
Prospectus,  in  a timely  manner and  in sufficient  quantities to  permit such
delivery by the Underwriters.  This indemnity agreement will  be in addition  to
any liability which the Company may otherwise have.

    (b)  Each Underwriter  severally agrees to  indemnify and  hold harmless the
Company, each  of  its  directors, each  of  its  officers who  has  signed  the
Registration Statement and each person, if any, who

                                       9
<PAGE>
controls  the Company within the meaning of  either the Act or the Exchange Act,
to the  same  extent  as  the  foregoing  indemnity  from  the  Company  to  the
Underwriters  but only  with reference to  written information  furnished to the
Company by  or  on  behalf  of  such  Underwriter  through  the  Representatives
specifically  for use in  the documents referred to  in the foregoing indemnity,
and agrees  to reimburse  each such  indemnified party  for any  legal or  other
expenses  reasonably  incurred  by  them  in  connection  with  investigating or
defending any  such loss,  claim, damage,  liability or  action. This  indemnity
agreement  will  be  in addition  to  any  liability which  any  Underwriter may
otherwise have.

    (c) Promptly after receipt by an  indemnified party under this Section 9  of
notice  of the  commencement of  any action, such  indemnified party  will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 9, notify the indemnifying party in writing of the commencement thereof;
but the omission to so  notify the indemnifying party  will not relieve it  from
any  liability which it may  have to any indemnified  party otherwise than under
this Section  9. In  case any  such action  is brought  against any  indemnified
party,  and it notifies the indemnifying  party of the commencement thereof, the
indemnifying party will be entitled to  participate therein, and, to the  extent
that  it may elect by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume  the
defense  thereof, with counsel satisfactory  to such indemnified party; PROVIDED
THAT if the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably concluded
that there  may be  legal  defenses available  to  it and/or  other  indemnified
parties  which  are  different from  or  additional  to those  available  to the
indemnifying party, the indemnified  party, or parties shall  have the right  to
select  separate  counsel  to  assume  such  legal  defenses  and  to  otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such  indemnified
party  of its election so  to assume the defense of  such action and approval by
the indemnified party of counsel, the  indemnifying party will not be liable  to
such  indemnified party  under this  Section 9 for  any legal  or other expenses
subsequently incurred by such indemnified  party in connection with the  defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection  with the assertion of legal  defenses in accordance with the proviso
to  the  next  preceding  sentence  (it  being  understood,  however,  that  the
indemnifying  party  shall not  be  liable for  the  expenses of  more  than one
separate counsel and one local counsel,  approved by the Representatives in  the
case   of  subparagraph   (a),  representing   the  indemnified   parties  under
subparagraphs (a) or (b), as the case  may be, who are parties to such  action),
(ii)  the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent  the indemnified party  within a reasonable  time
after  notice of commencement of the action  or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that,  if clause (i) or (iii) is  applicable,
such  liability shall  be only  in respect  of the  counsel referred  to in such
clause (i) or (iii).

    (d) If the indemnification provided for in this Section 9 is unavailable  to
or  insufficient to hold  harmless an indemnified party  under subsection (a) or
(b) above in respect of any  losses, claims, damages or liabilities (or  actions
in  respect thereof)  referred to  therein, then  each indemnifying  party shall
contribute to the amount paid or payable  by such indemnified party as a  result
of  such losses, claims, damages or  liabilities (or actions in respect thereof)
in such proportion as is appropriate  to reflect the relative benefits  received
by  the Company  on the  one hand  and the  Underwriters on  the other  from the
offering of the Bonds. If, however,  the allocation provided by the  immediately
preceding  sentence is  not permitted  by applicable  law or  if the indemnified
party failed to give the notice  required under subsection (c) above, then  each
indemnifying  party  shall contribute  to such  amount paid  or payable  by such
indemnified party in such proportion as is appropriate to reflect not only  such
relative benefits but also the relative fault of the Company on the one hand and
the  Underwriters on  the other in  connection with the  statements or omissions
which resulted in  such losses, claims,  damages or liabilities  (or actions  in
respect  thereof), as well  as any other  relevant equitable considerations. The
relative benefits received by the Company  on the one hand and the  Underwriters
on  the other  shall be deemed  to be  in the same  proportion as  the total net
proceeds from the offering (before  deducting expenses) received by the  Company
bear  to  the  total  underwriting discounts  and  commissions  received  by the
Underwriters, in each case as  set forth in the table  on the cover page of  the
Prospectus  Supplement. The relative fault shall  be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a

                                       10
<PAGE>
material fact relates to information supplied by the Company on the one hand  or
the  Underwriters  on the  other and  the  parties' relative  intent, knowledge,
access to information and  opportunity to correct or  prevent such statement  or
omission.  The Company and the Underwriters agree  that it would not be just and
equitable if contributions pursuant  to this subsection  (d) were determined  by
pro  rata allocation (even  if the Underwriters  were treated as  one entity for
such purpose) or by any other method  of allocation which does not take  account
of  the equitable considerations  referred to above in  this subsection (d). The
amount paid  or payable  by an  indemnified party  as a  result of  the  losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in  this subsection (d) shall  be deemed to include  any legal or other expenses
reasonably incurred by such indemnified  party in connection with  investigating
or  defending any such  action or claim. Notwithstanding  the provisions of this
subsection (d), no  Underwriter shall be  required to contribute  any amount  in
excess of the amount by which the total price at which the Bonds underwritten by
it  and distributed to the public were  offered to the public exceeds the amount
of any damages  which such  Underwriter has otherwise  been required  to pay  by
reason  of  such  untrue or  alleged  untrue  statement or  omission  or alleged
omission. No person guilty of  fraudulent misrepresentation (within the  meaning
of  Section 11(f) of the Act) shall  be entitled to contribution from any person
who was  not  guilty of  such  fraudulent misrepresentation.  The  Underwriters'
obligations  in this subsection  (d) to contribute are  several in proportion to
their respective underwriting obligations and not joint.

    (e) The obligations of the Company under this Section 9 shall be in addition
to any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any  Underwriter
within  the meaning of  the Act; and  the obligations of  the Underwriters under
this Section  9 shall  be in  addition  to any  liability which  the  respective
Underwriters  may  otherwise have  and  shall extend,  upon  the same  terms and
conditions, to each officer and director of  the Company and to each person,  if
any, who controls the Company within the meaning of the Act.

    10.  DEFAULT BY AN UNDERWRITER.  (a) If any Underwriter shall default in its
obligation  to purchase the Bonds which it  has agreed to purchase hereunder (in
this Section called the "Unpurchased  Bonds"), the Representatives may in  their
discretion  arrange for themselves or another party or other parties to purchase
such Unpurchased Bonds on the terms contained herein. If within thirty-six hours
after such default by any Underwriter the Representatives do not arrange for the
purchase of such  Unpurchased Bonds,  then the Company  shall be  entitled to  a
further  period of  thirty-six hours  within which  to procure  another party or
other parties satisfactory to the  Representatives to purchase such  Unpurchased
Bonds on such terms. In the event that, within the respective prescribed period,
the  Representatives  notify the  Company  that they  have  so arranged  for the
purchase of such Unpurchased Bonds, or the Company notifies the  Representatives
that  it  has  so arranged  for  the  purchase of  such  Unpurchased  Bonds, the
Representatives or the Company shall have the right to postpone the Closing Date
for such Unpurchased Bonds for a period of not more than seven days, in order to
effect whatever  changes  may thereby  be  made necessary  in  the  Registration
Statement  or  the  Prospectus  as  amended or  supplemented,  or  in  any other
documents  or  arrangements,  and  the  Company  agrees  to  file  promptly  any
amendments  or supplements to the Registration Statement or the Prospectus which
in the opinion of  the Representatives may thereby  be made necessary. The  term
"Underwriter"  as used  in this Agreement  shall include  any person substituted
under this Section  with like effect  as if  such person had  originally been  a
party to this Agreement with respect to such Unpurchased Bonds.

    (b)  If, after  giving effect  to any arrangements  for the  purchase of the
Unpurchased  Bonds  of   a  defaulting  Underwriter   or  Underwriters  by   the
Representatives  and  the  Company  as provided  in  subsection  (a)  above, the
aggregate principal amount of such  Unpurchased Bonds which remains  unpurchased
does  not exceed  one-eleventh of the  aggregate principal amount  of the Bonds,
then the Company shall have the right to require each non-defaulting Underwriter
to purchase  the principal  amount of  Bonds which  such Underwriter  agreed  to
purchase  hereunder and, in addition, to require each non-defaulting Underwriter
to purchase its pro  rata share (based  on the principal  amount of Bonds  which
such  Underwriter agreed to purchase hereunder) of the Unpurchased Bonds of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall  relieve a defaulting Underwriter from  liability
for its default.

                                       11
<PAGE>
    (c)  If, after  giving effect  to any arrangements  for the  purchase of the
Unpurchased  Bonds  of   a  defaulting  Underwriter   or  Underwriters  by   the
Representatives  and  the  Company  as provided  in  subsection  (a)  above, the
aggregate principal  amount  of  Unpurchased  Bonds  which  remains  unpurchased
exceeds one-eleventh of the aggregate principal amount of the Bonds, as referred
to  in subsection  (b) above,  or if  the Company  shall not  exercise the right
described in  subsection (b)  above to  require non-defaulting  Underwriters  to
purchase  Unpurchased Bonds  of a  defaulting Underwriter  or Underwriters, then
this Agreement shall thereupon terminate, without  liability on the part of  any
non-defaulting  Underwriter or the Company, except  for the expenses to be borne
by the Company  and the Underwriters  as provided  in Section 5  hereof and  the
indemnity  and contribution agreements  in Section 9  hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for it default.

    11.  TERMINATION.   This Agreement  shall be subject  to termination in  the
absolute discretion of the Representatives, by notice given to the Company prior
to  delivery of and payment for all Bonds,  if prior to such time (i) trading in
securities generally on the New York Stock Exchange shall have been suspended or
limited or minimum prices shall have been established on such Exchange, (ii)  if
a  banking moratorium shall  have been declared either  by Federal, Minnesota or
New York State authorities,  (iii) if trading in  any securities of the  Company
shall  have been suspended or  halted, or (iv) if  there shall have occurred any
outbreak or  escalation  of  hostilities  involving the  United  States  or  the
declaration  by the United  States of a  war or national  emergency or any other
calamity or crisis the effect  of which on the  financial markets in the  United
States  is  such  as  to  make  it,  in  the  judgment  of  the Representatives,
impracticable or inadvisable to proceed with the public offering or delivery  of
the Bonds on the terms and in the manner contemplated in the Prospectus.

    12.   REPRESENTATIONS AND  INDEMNITIES TO SURVIVE  DELIVERY.  The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement  will  remain  in  full  force  and  effect,  regardless  of  any
investigation  made by or on behalf of any  Underwriter or the Company or any of
their respective officers, directors or  controlling persons within the  meaning
of  the  Act,  and will  survive  delivery of  and  payment for  the  Bonds. The
provisions of  Sections 5,  8 and  9  hereof shall  survive the  termination  or
cancellation of this Agreement.

    13.   NOTICES.  All communications hereunder will be in writing and, if sent
to the Representatives, will be  mailed, delivered or transmitted and  confirmed
to  them at their address set forth for that purpose in Schedule 1 hereto or, if
sent to the Company, will be  mailed, delivered or transmitted and confirmed  to
it at 414 Nicollet Mall, Minneapolis, Minnesota 55401, attention Secretary.

    14.  SUCCESSORS.  This Agreement will inure to the benefit of and be binding
upon  the parties  hereto and their  respective successors and  the officers and
directors and controlling persons referred to in Section 9 hereof, and no  other
person will have any right or obligation hereunder.

    15.   APPLICABLE LAW.   This Agreement will be  governed by and construed in
accordance with the laws of the State of Minnesota.

    16.  COUNTERPARTS.  This Agreement  may be executed in counterparts, all  of
which,  taken together, shall constitute a single agreement among the parties to
such counterparts.

    17.  REPRESENTATION OF THE UNDERWRITERS.  The Representatives represent  and
warrant to the Company that they are authorized to act as the representatives of
the Underwriters in connection with this financing and that the Representatives'
execution  and delivery  of this Agreement  and any action  under this Agreement
taken by such Representatives will be binding upon all Underwriters.

    18.   OTHER.   Time  shall  be  of the  essence  for all  purposes  of  this
Agreement.  As  used  herein,  "business  day"  shall  mean  any  day  when  the
Commission's office in Washington D.C. is open for business.

                                       12
<PAGE>
    If the foregoing is in accordance with your understanding of our  agreement,
please  sign  and return  to us  the enclosed  duplicate hereof,  whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.

                                  Very truly yours,
                                  NORTHERN STATES POWER COMPANY
                                  By            /S/ ARLAND D. BRUSVEN
                                     ...........................................
                                              Vice President -- Finance

The foregoing Agreement is hereby
confirmed
  and accepted as of the date first
above written.
       PAINEWEBBER INCORPORATED
By            /S/ PETER KIND
   ...................................

   FOR ITSELF OR THEMSELVES AND AS
   REPRESENTATIVES OF
   THE SEVERAL UNDERWRITERS, IF ANY,
   NAMED IN
   SCHEDULE II TO THE FOREGOING
   AGREEMENT.

                                       13
<PAGE>
                                   SCHEDULE I

Underwriting Agreement dated June 28, 1995

Registration Statement No. 33-51593

Representatives and Addresses:  PaineWebber Incorporated
                            1285 Avenue of the Americas
                            New York, NY 10019

Bonds:

   Designation: 7 1/8% First Mortgage Bonds, Series due July 1, 2025

   Principal Amount:   $250,000,000

   Supplemental Indenture dated as of June 1, 1995

   Date of Maturity: July 1, 2025

   Interest Rate:  7 1/8% per annum, payable January 1 and July 1 of each year,
                   commencing January 1, 1996

   Purchase Price:  98.658% of the principal amount thereof, plus accrued
                    interest from July 1, 1995 to the date of payment and
                    delivery.

   Public Offering Price:   99.068% of the principal amount thereof, plus
                            accrued interest from July 1, 1995 to the date of
                            payment and delivery.
Payment to be made in federal (same day) funds. _X_ Yes    ___ No

Closing Date and Location: July 7, 1995
                        Northern States Power Company
                        414 Nicollet Mall
                        Minneapolis, MN 55401

Office for Delivery of Bonds: The Depository Trust Company
                         55 Water Street
                         19th Floor
                         New York, New York 10041

Office for Payment of Bonds: Northern States Power Company
                         414 Nicollet Mall
                         Minneapolis, MN 55401

Office for Checking of Bonds: The Depository Trust Company
                         55 Water Street
                         19th Floor
                         New York, New York 10041

- ------------
* If applicable.

                                       14
<PAGE>
                                  SCHEDULE II

<TABLE>
<CAPTION>
NAME                                                                                                    AMOUNT
- --------------------------------------------------------------------------------------------------  --------------
<S>                                                                                                 <C>
PaineWebber Incorporated..........................................................................  $  150,000,000
Donaldson, Lufkin & Jenrette Securities Corporation...............................................      50,000,000
Lehman Brothers...................................................................................      50,000,000
                                                                                                    --------------
        Total.....................................................................................  $  250,000,000
                                                                                                    --------------
                                                                                                    --------------
</TABLE>

                                       15
<PAGE>
                                                                       EXHIBIT A

                       FORM OF OPINION OF GARY R. JOHNSON
      RE: $           PRINCIPAL AMOUNT OF FIRST MORTGAGE BONDS, SERIES DUE
                                           ,    %
           OF NORTHERN STATES POWER COMPANY, A MINNESOTA CORPORATION.

Gentlemen:

    For  the purpose of rendering this  opinion, I have examined the proceedings
taken by Northern States Power Company, a Minnesota corporation, herein call the
"Company," with respect to the issue  and sale by the Company of  $
principal  amount of First Mortgage Bonds, Series due              ,    % herein
called  the  "Bonds."  In  connection  therewith  I  have  participated  in  the
preparation  of the proceedings for the issuance and sale of the Bonds including
the Underwriting Agreement dated                  , between you and the  Company
relating  to your purchase of the Bonds, herein called the "Agreement," and have
either participated in the preparation of or examined the Trust Indenture  dated
February  1,  1937,  and  the  Supplemental  Trust  Indentures  thereto  and the
Supplemental Trust Indenture dated as of                  , creating the  Bonds,
all  from the Company to Harris Trust  and Savings Bank, as Trustee (which Trust
Indenture and Supplemental Trust Indentures  are herein collectively called  the
"Indenture").  I also  have participated in  the preparation of  or examined the
registration  statement  and  any   amendments  thereto  and  the   accompanying
prospectuses  and any supplements thereto, as  filed under the Securities Act of
1933, as amended  (the "Act"),  with respect to  the Bonds.  Whenever the  terms
"Registration  Statement" or "Prospectus"  are used herein,  they shall have the
respective meanings set forth in the  Agreement. My examination has extended  to
all  statutes, records, instruments, and documents which I have deemed necessary
to examine for the purposes of this opinion.

    I am of the opinion that:

        1. The Company is a legally  existing corporation under the laws of  the
    State of Minnesota; has corporate power, right, and authority to do business
    and  to own  property in  the states of  Minnesota, North  Dakota, and South
    Dakota in  the manner  and as  set forth  in the  Prospectus; has  corporate
    power,  right and authority  to own securities of  its subsidiaries; and has
    corporate power, right, and  authority to make the  Indenture and issue  and
    sell the Bonds;

        2.  The authorized capital stock  of the Company is  as set forth in the
    Prospectus and all of the issued shares of capital stock of the Company have
    been  duly  authorized   and  validly   issued  and  are   fully  paid   and
    non-assessable;

        3.  Each Significant  Subsidiary, as  defined in  the Agreement,  of the
    Company has been duly incorporated and is validly existing as a  corporation
    in good standing under the laws of the jurisdiction of its incorporation and
    is  duly qualified as a  foreign corporation to transact  business and is in
    good standing in each  jurisdiction in which it  owns or leases  substantial
    properties   or  in  which  the  conduct   of  its  business  requires  such
    qualification; all  of the  issued  and outstanding  capital stock  of  each
    subsidiary has been duly authorized and validly issued and is fully paid and
    non-assessable;  and the capital stock of  each such subsidiary owned by the
    Company, directly or through  subsidiaries, is owned free  and clear of  any
    pledge, lien, encumbrance, claim or equity;

        4.  The Agreement has  been duly authorized,  executed, and delivered by
    the Company and is a valid and binding obligation of the Company, except  to
    the   extent  that  the  provisions  for  indemnities  may  be  held  to  be
    unenforceable as against public policy;

        5. The  Indenture  has been  duly  authorized by  appropriate  corporate
    proceedings on the part of the Company, has been duly executed and delivered
    and  constitutes  a  legal,  valid, and  binding  instrument  enforceable in
    accordance with its  terms, except as  the provisions of  the United  States
    Bankruptcy  Code may affect the validity of the lien thereof with respect to
    proceeds, products,  rents,  issues,  or profits  realized,  and  additional
    property  acquired, after  the commencement of  a case under  said Code, and
    except as enforcement of the provisions  of the Indenture may be limited  by
    the laws of the states of

                                       1
<PAGE>
    Minnesota, North Dakota, and South Dakota (where property covered thereby is
    located) affecting the remedies for the enforcement of the security provided
    for  in  the Indenture  (which state  laws do  not in  my opinion  make such
    remedies inadequate for  realization of  the benefits of  such security)  or
    except  as the same may be limited by bankruptcy or insolvency laws or other
    similar laws;

        6. The  issuance  of the  Bonds  in accordance  with  the terms  of  the
    Indenture  and the sale  and delivery thereof pursuant  to the provisions of
    the Agreement have been duly authorized by the Company; the statements  made
    under  the captions "Description of New Bonds" and "Supplemental Description
    of Offered Bonds" in  the Prospectus, insofar as  they purport to  summarize
    provisions of documents specifically referred to therein, fairly present the
    information  called for with respect  thereto by Form S-3;  the Bonds are in
    due legal  form, constitute  legal, valid,  and binding  obligations of  the
    Company,  and (subject to the qualifications  expressed in paragraph 5 above
    with respect to the validity and enforceability of certain of the provisions
    of the Indenture) and enforceable in accordance with their terms;

        7. The consummation  of the transactions  contemplated in the  Agreement
    and  the fulfillment of the terms thereof and compliance by the Company with
    all the terms and provisions of the Indenture will not result in a breach of
    any of  the terms  or provisions  of,  or constitute  a default  under,  any
    indenture, mortgage, deed of trust or other agreement or instrument known to
    me  to which the Company is a party or by which it is bound, or the Restated
    Articles of Incorporation, as amended, or by-laws of the Company or, to  the
    best  of  my knowledge,  any  order, rule  or  regulation applicable  to the
    Company of  any  court  or  of  any Federal  or  state  regulatory  body  or
    administrative  agency or  other governmental body  having jurisdiction over
    the Company or its property;

        8. The Registration Statement  has become effective  under the Act.  The
    Prospectus  Supplement (as defined in the Agreement) has been filed pursuant
    to Rule 424(b) under the Act, and no proceedings for a stop order have  been
    instituted  or to  the knowledge of  such counsel are  pending or threatened
    under Section 8(d) of the Act; the Minnesota Public Utilities Commission has
    issued its  order  approving the  Company's  capital structure  which  order
    authorizes  the issuance of the Bonds; the Indenture has been duly qualified
    under the Trust  Indenture Act  of 1939,  as amended  (the "Trust  Indenture
    Act");  and no further  approval of, authorization,  consent, certificate or
    order of any  governmental body,  federal, state  or other,  is required  in
    connection  with the issuance and sale of the Bonds by the Company to you as
    provided in the  Agreement, except as  may be required  by state  securities
    laws;

        9.  At  the  time  the  Registration  Statement  became  effective,  the
    Registration Statement (other than  the financial statements and  supporting
    schedules  included or  incorporated by  reference therein,  as to  which no
    opinion is being  expressed) complied as  to form in  all material  respects
    with  the requirements of the Act, the rules and regulations thereunder, the
    Trust Indenture Act and the rules and regulations thereunder;

        10. I do not know of  any legal or governmental proceedings required  to
    be  described in the Prospectus  which are not described  as required nor of
    any contracts or documents  of a character required  to be described in  the
    Registration  Statement  or Prospectus  or to  be filed  as exhibits  to the
    Registration Statement which are not described and filed as required;

        11. The  Indenture is  in proper  form, conforming  to the  laws of  the
    States  of Minnesota, North Dakota, and South Dakota, to give and create the
    lien which it purports to create and  has been and now is duly and  properly
    recorded  or filed  in all  places necessary to  effectuate the  lien of the
    Indenture;

        12. The Company has good and valid title to all real and fixed  property
    and  leasehold rights described or enumerated  in the Indenture (except such
    properties as have been  released from the lien  thereof in accordance  with
    the  terms  thereof), subject  only to:  (a) taxes  and assessments  not yet
    delinquent; (b) the lien of the Indenture; (c) as to parts of the  Company's
    property,  certain easements, conditions,  restrictions, leases, and similar
    encumbrances which do not affect the  Company's use of such property in  the
    usual  course of its business, certain minor defects in titles which are not
    material, defects in titles to certain properties which are not essential to
    the Company's business; and mechanics' lien claims being contested or not of
    record or for the satisfaction or discharge of which adequate provision  has
    been made by the Company pursuant to the Indenture;

                                       2
<PAGE>
        13.  The  Bonds are  secured  by and  entitled  to the  benefits  of the
    Indenture equally and ratably,  except as to  sinking fund provisions,  with
    all  other bonds duly issued and outstanding  under the Indenture by a valid
    and direct first mortgage lien of the Indenture on all of the real and fixed
    properties, leasehold  rights,  franchises, and  permits  now owned  by  the
    Company,  subject only to the items set  forth in the preceding paragraph 12
    of this opinion;

        14. The Bonds also are secured equally and ratably, except as to sinking
    fund provisions, with all other bonds duly issued and outstanding under  the
    Indenture  by a valid  and direct first mortgage  lien (subject to permitted
    liens as defined in the Indenture) on all real and fixed property  hereafter
    acquired  by  the Company  in conformity  with the  terms of  the Indenture,
    except as the United States Bankruptcy  Code may affect the validity of  the
    lien of such Indenture on property acquired after the commencement of a case
    under  such  Act, except  as  to the  prior lien  of  the Trustee  under the
    Indenture in  certain  events specified  therein,  and except  as  otherwise
    provided  in the Indenture in the case of consolidation, merger, or transfer
    of all the mortgaged and pledged property as an entirety;

        15. The  Company has  all necessary  power under  statutory  provisions,
    franchises  (which  expire  at  various  dates),  or  permits  to  serve the
    customers in the jurisdictions where  it provided electric and gas  service,
    except in certain instances that are not material to the Company; and

        16.   All  statements  contained  in   the  Registration  Statement  and
    Prospectus under the caption  "Description of New  Bonds" purporting to  set
    forth  the opinion of counsel or purporting  to be based upon the opinion of
    counsel correctly set forth my opinion on said respective matters.

    These opinions do not cover titles  to easements for water flowage  purposes
or  rights of way for electric and gas transmission and distribution facilities,
steam mains, and telephone lines. However, the Company has the power of  eminent
domain in the states in which it operates.

    In  the course  of my participation  in the preparation  of the Registration
Statement and Prospectus I made investigations as to the accuracy of certain  of
the  statements  of  fact  contained therein,  I  discussed  other  matters with
officers, employees, and representatives of the Company, and I examined  various
corporate  records and data. While  I do not pass  upon or assume responsibility
for, and shall not  be deemed to have  independently verified, the accuracy  and
completeness  of  the  statements  contained in  the  Registration  Statement or
Prospectus (except as to matters set forth in paragraphs 9 and 16 above) nothing
has come to my  attention that would  lead me to  believe that the  Registration
Statement  at the time  it became effective  contained an untrue  statement of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  to  make  the  statements  therein  not  misleading  or  that the
Prospectus as of the date  of the Agreement or at  the date hereof contained  an
untrue  statement  of  a material  fact  or  omitted to  state  a  material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.

    In  giving  my  opinion  under  paragraph  12  above,  I  have  relied  upon
examinations of abstracts of titles to properties of the Company, said abstracts
bearing  various dates, and nothing has come to my attention which would lead me
to believe that  anything has occurred  since the dates  of the abstracts  which
would  adversely affect the titles shown on the abstracts. In giving opinions as
to conformity  to  the  laws of  States  other  than Minnesota  and  as  to  the
franchises  and titles to property  of the Company, I  have in certain instances
relied upon the opinion of other counsel employed or retained by the Company  to
render opinions in respect thereto.

                                        Respectfully submitted,

                                        By
                                        ----------------------------------------
                                                     Gary R. Johnson
                                           Vice President, General Counsel and
                                                   Corporate Secretary
                                              Northern States Power Company

                                       3

