

<PAGE>
                          SUPPLEMENTAL TRUST INDENTURE
                                      FROM
                         NORTHERN STATES POWER COMPANY

   
                                       TO
                         HARRIS TRUST AND SAVINGS BANK
                                    TRUSTEE
                                 --------------
                               DATED JUNE 1, 1995
                                 --------------
                        SUPPLEMENTAL TO TRUST INDENTURE
                             DATED FEBRUARY 1, 1937
                                      AND
                           SUPPLEMENTAL AND RESTATED
                             TRUST INDENTURE DATED
                                  MAY 1, 1988
    
<PAGE>
                               TABLE OF CONTENTS
                                 --------------

   
<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                -----
<S>                   <C>                                                                                    <C>
Parties....................................................................................................           1

Recitals...................................................................................................           1

Form of Bonds of Series Due July 1, 2025...................................................................           2

Form of Trustee's Certificate..............................................................................           5

Further Recitals...........................................................................................           5

                                                       ARTICLE I.
                               SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF
                                                THE ORIGINAL INDENTURE.
Section 1.01--        Grant of certain property, including personal property to comply with the Uniform
                      Commercial Code, subject to permitted liens and other exceptions contained in 1937
                      Indenture............................................................................           5

                                                      ARTICLE II.
                                FORM AND EXECUTION OF BONDS OF SERIES DUE JULY 1, 2025.

Section 2.01--        Terms of bonds.......................................................................           7

Section 2.02--        Redemption of bonds..................................................................           8

Section 2.03--        Interchangeability of bonds..........................................................           8

Section 2.04--        Charges for exchange or transfer of bonds............................................           8

Section 2.05--        Execution of bonds...................................................................           8

Section 2.06--        Book-Entry System....................................................................           8

                                                      ARTICLE III.
                                          APPOINTMENT OF AUTHENTICATING AGENT.

Section 3.01--        Appointment of agent or agents for bonds of Series due July 1, 2025..................          11

Section 3.02--(a)     Qualification of agents..............................................................          11

            (b)       Continuation of agent upon merger or consolidation...................................          11

            (c)       Termination of successor agent.......................................................          11

            (d)       Compensation of agent................................................................          11

Section 3.03--        Form of alternate certificate of authentication......................................          11

Section 3.04--        Limit on location and number of agents...............................................          11

                                                      ARTICLE IV.
                                         FINANCING STATEMENT TO COMPLY WITH THE
                                                UNIFORM COMMERCIAL CODE.

Section 4.01--        Names and addresses of debtor and secured party......................................          12

Section 4.02--        Property subject to lien.............................................................          12

Section 4.03--        Maturity dates and principal amounts of obligations secured..........................          12
</TABLE>
    
<PAGE>

                                       ii

   
<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                -----
<S>                   <C>                                                                                    <C>
Section 4.04--        Financing Statement adopted for all First Mortgage Bonds listed in Section 4.03......          12

Section 4.05--        Recording data for the 1937 Indenture and prior Supplemental Trust Indentures........          12

Section 4.06--        Financing Statement covers additional series of First Mortgage Bonds.................          13

                                                       ARTICLE V.
                                                AMENDMENTS TO INDENTURE.

Section 5.01--        Consent of holders of Bonds..........................................................          14

                                                      ARTICLE VI.
                                                     MISCELLANEOUS.

Section 6.01--        Recitals of fact, except as stated, are statements of the Company....................          14

Section 6.02--        Supplemental Trust Indenture to be construed as a part of the 1937 Indenture, as
                      supplemented.........................................................................          14

Section 6.03--(a)     Trust Indenture Act to control.......................................................          14

            (b)       Severability of conditions contained in Supplemental Trust Indenture and bonds.......          14

Section 6.04--        Word "Indenture" as used herein includes in its meaning the 1937 Indenture and all
                      indentures supplemental thereto......................................................          14

Section 6.05--        References to either party in Supplemental Trust Indenture include successors or
                      assigns..............................................................................          14

Section 6.06--(a)     Provision for execution in counterparts..............................................          15

            (b)       Table of Contents and descriptive headings of Articles not to affect meaning.........          15
                                                     --------------

Schedule A.................................................................................................         A-1
</TABLE>
    
<PAGE>
   
    Supplemental  Trust Indenture, made as  of the 1st day  of June 1995, by and
between NORTHERN STATES POWER COMPANY, 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 in said State  (the "Company"), party of the
first part, and HARRIS TRUST AND SAVINGS BANK, a corporation duly organized  and
existing  under and by virtue  of the laws of the  State of Illinois, having its
principal office  in  the  City  of  Chicago in  said  State,  as  Trustee  (the
"Trustee"), party of the second part;
    

WITNESSETH:

    WHEREAS,  the Company heretofore  has executed and  delivered to the Trustee
its Trust Indenture (the "1937 Indenture"), made as of February 1, 1937, whereby
the 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 Company (except as therein
excepted from  the lien  thereof) and  subject  to the  rights reserved  by  the
Company  in and  by the  provisions of the  1937 Indenture,  to be  held by said
Trustee in trust  in accordance with  provisions of the  1937 Indenture for  the
equal  pro  rata benefit  and  security of  all and  every  of the  bonds issued
thereunder in accordance with the provisions thereof; and

    WHEREAS, the Company heretofore has executed and delivered to the Trustee  a
Supplemental  Trust  Indenture, made  as of  June 1,  1942, whereby  the 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 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 Company, created  the following series of
First Mortgage Bonds:

<TABLE>
<CAPTION>
     DATE OF SUPPLEMENTAL
       TRUST INDENTURE                            DESIGNATION OF SERIES
- ------------------------------  ----------------------------------------------------------
<S>                             <C>
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
January 1, 1973                 Series due February 1, 2003
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)
</TABLE>
<PAGE>

                                       2

   
<TABLE>
<CAPTION>
     DATE OF SUPPLEMENTAL
       TRUST INDENTURE                            DESIGNATION OF SERIES
- ------------------------------  ----------------------------------------------------------
<S>                             <C>
March 1, 1976                   Pollution Control Series C
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
May 1, 1985                     Series due June 1, 2015 (redeemed)
September 1, 1985               Pollution Control Series J, K and L
July 1, 1989                    Series due July 1, 2019
June 1, 1990                    Series due June 1, 2020
October 1, 1992                 Series due October 1, 1997
April 1, 1993                   Series due April 1, 2003
December 1, 1993                Series due December 1, 2000, and December 1, 2005
February 1, 1994                Series due February 1, 1999
October 1, 1994                 Series due October 1, 2001
June 1, 1995                    Series due July 1, 2025; and
</TABLE>
    

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

    WHEREAS,  the 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; and

    WHEREAS,  the  Restated Indenture  will not  become effective  and operative
until all bonds of each series issued under the Original Indenture prior to  May
1,  1988 shall have been retired  through payment or redemption (including those
bonds "deemed to be  paid" within the  meaning of that term  as used in  Article
XVII of the 1937 Indenture) or until, subject to certain exceptions, the holders
of  the requisite  principal amount  of such bonds  shall have  consented to the
amendments contained in the  Restated Indenture (such  date being herein  called
the "Effective Date"); and

    WHEREAS,  the Original Indenture and the  Restated Indenture are referred to
herein collectively as the "Indenture"; 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 July 1, 2025," the bonds of said series to be  issued
as registered bonds without coupons in denominations of a multiple of $1000, and
the  bonds of  said series  to be  substantially in  the form  and of  the tenor
following, to-wit:
    

   
                   (Form of Bonds of Series due July 1, 2025)
                         NORTHERN STATES POWER COMPANY
            (Incorporated under the laws of the State of Minnesota)
                              First Mortgage Bond
                            Series due July 1, 2025
    
No. ______________                                              $ ______________
<PAGE>
                                       3

   
    [Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation, to the issuer 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  requested by an
authorized representative of The  Depository Trust Company  (and any payment  is
made  to Cede &  Co. or to  such other entity  as is requested  by an authorized
representative of The Depository Trust  Company), ANY TRANSFER, PLEDGE OR  OTHER
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  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,
the sum of                    Dollars in  lawful money of  the United States  of
America,  on the first  day of July, 2025,  and to pay  interest hereon from the
date hereof at  the rate of  seven and  one-eighths 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 first day of January and on the first day of
July in each year 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 January 1 or July 1 will be paid to the person in  whose
name  this bond was registered at the close  of business on the record date (the
December 21 prior to such January 1 or  the June 20 prior to such July 1  unless
any  such  date is  not a  business  day, in  which event  it  will be  the next
preceding business day).
    

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

    This  bond is one of a duly authorized issue of bonds of the Company, of the
series and  designation indicated  on  the face  hereof,  which issue  of  bonds
consists, or may consist, of several series of varying denominations, dates, and
tenor,  all issued and to be issued under and equally secured (except insofar as
a sinking fund, or similar fund,  established in accordance with the  provisions
of  the Indenture may afford  additional security for the  bonds of any specific
series) by a Trust Indenture dated  February 1, 1937 (the "1937 Indenture"),  as
supplemented   by   43   supplemental   trust   indentures   (collectively,  the
"Supplemental Indentures"), a  Supplemental and Restated  Trust Indenture  dated
May  1, 1988 (the  "Restated Indenture") and a  new supplemental trust indenture
for the bonds of this series (the "New Supplemental Indenture"), executed by the
Company to Harris Trust and Savings  Bank, as Trustee (the "Trustee"). The  1937
Indenture,   as  supplemented  by  the  Supplemental  Indentures,  the  Restated
Indenture and the New Supplemental Indenture herein are referred to collectively
as the "Indenture". 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 in the Indenture provided.

    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 80% 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

- ------------------------
*This legend is  to be  included if the  bonds are  issued as a  Global bond  in
book-entry form.
<PAGE>
                                       4

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
foregoing  80% requirement  will be reduced  to 66  2/3% when all  bonds of each
series issued under the Indenture prior to May 1, 1985, shall have been  retired
or all the holders thereof shall have consented to such reduction.

    The  Restated  Indenture  amends and  restates  the 1937  Indenture  and the
Supplemental Indentures.  The  Restated  Indenture  will  become  effective  and
operative  (the "Effective Date") when all Bonds of each series issued under the
Indenture prior  to May  1, 1988  shall  have been  retired through  payment  or
redemption (including those bonds "deemed to be paid" within the meaning of that
term as used in Article XVII of the 1937 Indenture) or until, subject to certain
exceptions,  the holders of  the requisite principal amount  of such bonds shall
have consented to the amendments contained in the Restated Indenture. Holders of
the bonds of this series and of each subsequent series of bonds issued under the
Indenture likewise will  be bound by  the amendments contained  in the  Restated
Indenture  when they  become effective and  operative. Reference is  made to the
Restated Indenture  for  a  complete description  of  the  amendments  contained
therein to the 1937 Indenture and to the Supplemental Indentures.

   
    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.
    

   
    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 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 the Series  due July  1, 2025,  other than  for taxes  or other  governmental
charges, if any, that may be imposed in relation thereto.
    

    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 Harris Trust and Savings Bank, as Trustee under the Indenture, or  its
successor thereunder.
<PAGE>
                                       5

    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 ___________________________________
         _________ Secretary                       _________ President

                          (Form of Trustee's Certificate)

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

                                          HARRIS TRUST AND SAVINGS BANK,
                                                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 October 1,
1994; 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 has
been duly authorized by a  resolution adopted by the  Board of Directors of  the
Company; and

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

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

                                   ARTICLE I.
                 SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO
                      THE LIEN OF THE ORIGINAL 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,
<PAGE>
                                       6

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, until the happening of a completed default as defined
in Section 1 of Article  XIII of the Original  Indenture prior to the  Effective
Date  and upon the occurrence and continuation of a Completed Default as defined
in the Indenture on and  after the Effective Date,  to retain in its  possession
all shares of stock, notes, evidences of indebtedness, other securities and cash
not  expressly  required  by the  provisions  hereof  to be  deposited  with the
Trustee,  to  retain  in  its  possession  all  contracts,  bills  and  accounts
receivable,  motor cars, any stock of goods, wares and merchandise, equipment or
supplies acquired for the purpose of consumption in the operation, construction,
or repair  of any  of the  properties of  the Company,  and to  sell,  exchange,
pledge,  hypothecate, or  otherwise dispose  of any or  all of  such property so
retained in  its  possession  free  from the  lien  of  the  Indenture,  without
permission  or hindrance on the part of  the Trustee, or any of the bondholders.
No person in any dealings with the Company in respect of any such property shall
be charged with any notice or knowledge of any such completed default (prior  to
the  Effective Date) or  Completed Default (after the  Effective Date) 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 liens as defined in Section 5 of Article I of the
1937 Indenture prior to the Effective Date and to Permitted Encumbrances on  and
after the Effective Date 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.
<PAGE>
                                       7

   
                                  ARTICLE II.
             FORM AND EXECUTION OF BONDS OF SERIES DUE JULY 1, 2025
    

   
    SECTION 2.01. There hereby is created,  for issuance under the Indenture,  a
series of bonds designated Series due July 1, 2025, each of which shall bear the
descriptive  title "First Mortgage Bond, Series due  July 1, 2025", and the form
thereof shall contain suitable provisions with respect to the matters  hereafter
specified  in this Section. The  bonds of said series  shall be substantially of
the tenor  and purport  hereinbefore recited.  The bonds  of said  series  shall
mature  July 1, 2025, and shall be issued as registered bonds without coupons in
denominations of  a multiple  of $1,000.  The bonds  of said  series shall  bear
interest  at the rate of 7 1/8% per annum payable semi-annually on January 1 and
July 1 of each  year, 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. Bonds  of
the Series due July 1, 2025, shall be dated as of the interest payment date next
preceding  the authentication thereof by the Trustee except that (i) if any bond
shall be authenticated before January 1, 1996,  it shall be dated as of July  1,
1995, unless (iii) below is applicable, (ii) if the Company shall at the time of
the  authentication of a bond of  the Series due July 1,  2025, be in default in
the payment of interest upon the bonds of the Series due July 1, 2025, such bond
shall be dated  as of the  date of the  beginning of the  period for which  such
interest  is so in default, and (iii) as long as there is no existing default in
the payment of interest on the bonds of the Series due July 1, 2025, if any bond
of the  Series due  July 1,  2025, shall  be authenticated  after the  close  of
business  on  any Record  Date  but on  or prior  to  the interest  payment date
relating to such  Record Date, it  shall be  dated as of  such interest  payment
date.
    

   
    As  long as there is  no existing default in the  payment of interest on the
bonds of the Series due July 1, 2025,  the person in whose name any bond of  the
Series  due July 1, 2025,  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 such bond of the Series  due July 1, 2025, 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 bond  of the Series  due July  1, 2025, is  registered on  a
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  bond
of  the Series due  July 1, 2025,  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 July  1, 2025 may be  listed, and upon such  notice as may be
required by such exchange.
    

   
    The term "Record Date" as used  herein with respect to any interest  payment
date (January 1 or July 1) shall mean the December 21 prior to such January 1 or
June  20 prior to such July 1 unless such  December 21 or June 20 shall not be a
business day,  in  which event  "Record  Date"  shall mean  the  next  preceding
business  day. The term "business  day" as used herein  shall mean any day other
than a Saturday or a 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  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 herein  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 July 1,
2025, 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
    
<PAGE>
                                       8

   
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 July  1,
2025,  at his 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 July 1, 2025, are registered on such Special Record
Date and shall not be payable pursuant to the paragraph immediately following in
this Section 2.01.
    

   
    The Company may make payment of  any defaulted interest in any other  lawful
manner  not inconsistent  with the  requirements of  any securities  exchange on
which the bonds of  the Series due July  1, 2025, 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 July  1, 2025 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 the Series  due
July  1, 2025,  at his option  may surrender the  same with other  bonds of said
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 the said 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.
    

   
    SECTION  2.04. No charge  shall be made  by the Company  for any exchange or
transfer of bonds of the Series due July 1, 2025, other than for taxes or  other
governmental charges, if any, that may be imposed in relation thereto.
    

   
    SECTION 2.05. The bonds of the Series due July 1, 2025, shall be executed on
behalf  of the Company  by the manual signature  of its President  or one of its
Vice Presidents  or with  the  facsimile signature  of  its President,  and  its
corporate seal shall be thereunto affixed, or printed, lithographed, or engraved
thereon,  in facsimile, and attested by the manual signature of its Secretary or
one of  its  Assistant  Secretaries  or with  the  facsimile  signature  or  its
Secretary.  In  case any  of the  officers who  shall have  signed any  bonds or
attested the seal  thereon or whose  facsimile signature shall  be borne by  the
bonds  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 or whose facsimile signature is borne by the
bonds  had not ceased  to be such officer  or officers of  the Company. Any bond
issuable hereunder may be signed or attested by manual or facsimile signature in
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  July 1, 2025 shall be
The Depository Trust Company  ("DTC") and the  bonds of the  Series due July  1,
2025, shall be registered in the name of Cede & Co., as nominee for DTC. Payment
of  principal  of and  interest on  any bonds  of  the Series  due July  1, 2025
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 July 1, 2025  to the account of Cede  & Co. on each such  payment
date  for the bonds of the Series due  July 1, 2025 at the address indicated for
Cede & Co. in the bond register kept by the Trustee.
    
<PAGE>
                                       9

   
    (b) The bonds of the  Series due July 1, 2025  shall be initially issued  in
the  form of two separate single  authenticated fully registered certificates in
the aggregate principal amount of the bonds of the Series due July 1, 2025. Upon
initial issuance, the ownership  of such bonds  of the Series  due July 1,  2025
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  July 1,  2025 registered  in its name  for the  purposes of  payment of the
principal of and interest on  the bonds of the Series  due July 1, 2025, 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  July 1, 2025, 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  the accuracy of  any records maintained  by DTC or any
Participant; the payment of DTC or any  Participant of any amount in respect  of
the  principal of or interest on  the bonds of the Series  due July 1, 2025; any
notice which is permitted  or required to be  given to registered holders  under
the  Indenture of bonds of the Series due  July 1, 2025; or any consent given or
other action taken by DTC as bondholder. The Trustee shall pay all principal  of
and  interest on the bonds of the Series due July 1, 2025 registered in the name
of Cede & Co. only to  or "upon the order of" DTC  (as that term is used in  the
Uniform  Commercial Code  as adopted  in Minnesota and  New York),  and all such
payments shall  be  valid and  effective  to  fully satisfy  and  discharge  the
Company's  obligations with  respect to  the principal  of and  interest on such
bonds of the Series due July 1, 2025 to  the extent of the sum or sums so  paid.
Except  as otherwise provided in Sections 2.06(c) and (g) below, no person other
than DTC shall receive authenticated bond certificates evidencing the obligation
of the Company to make payments of principal of and interest on the bonds of the
Series due July 1, 2025. 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,
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  certificate as
requested by  DTC in  appropriate amounts  pursuant to  Article II  of the  1937
Indenture  prior to the Effective Date, Article  II of the Restated Indenture on
and after  the  Effective Date  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 July 1, 2025 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 and  principal of 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  July 1, 2025 to any  Participant or (2) to arrange  for
another book-entry depository to maintain custody of certificates evidencing the
bonds  of the Series due July  1, 2025 registered in the  name of Cede & Co. 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 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 July 1, 2025 (except as provided in Section 2.06(g) below). After
such agreement has become effective, DTC  shall present the bonds of the  Series
due  July 1, 2025 for registration of  transfer in accordance with Section 12 of
Article II of the 1937 Indenture prior to the Effective Date and Section 2.12 of
the Restated Indenture on  and after the Effective  Date, and the Trustee  shall
register them in the
    
<PAGE>
                                       10

   
name  of  the successor  book-entry depository  or its  nominee. 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 July 1, 2025.
    

   
    (d) Notwithstanding any other provision of this Supplemental Trust Indenture
to  the  contrary, so  long as  any bonds  of the  Series due  July 1,  2025 are
registered in the  name of  Cede &  Co., as nominee  of DTC,  all payments  with
respect to the principal of and interest on such Bonds of the Series due July 1,
2025  and all notices with respect to such  bonds of the Series due July 1, 2025
shall be made and given, respectively, to DTC as provided in the  representation
letter  dated as of the date of delivery of  the bonds of the Series due July 1,
2025 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 July 1, 2025 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 July  1, 2025,  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 OR INTEREST  ON THE BONDS OF THE  SERIES DUE JULY 1, 2025;  (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; OR (4) 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  JULY 1, 2025 AS NOMINEE OF  DTC, REFERENCES HEREIN TO REGISTERED HOLDERS OF
THE BONDS OF THE  SERIES DUE JULY 1,  2025 SHALL MEAN CEDE  & CO. AND SHALL  NOT
MEAN  THE BENEFICIAL OWNERS OF THE BONDS OF  THE SERIES DUE JULY 1, 2025 NOR DTC
PARTICIPANTS.
    

   
    (g) The Company, in its sole  discretion, may terminate the services of  DTC
with  respect  to the  bonds  of the  Series  due July  1,  2025 if  the Company
determines that:  (i)  DTC is  unable  to discharge  its  responsibilities  with
respect  to the bonds of the Series due  July 1, 2025; or (ii) a continuation of
the requirement that all of the outstanding bonds of the Series due July 1, 2025
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  July 1, 2025. 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 July 1, 2025 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 July  1, 2025  shall be  registered in  whatever name  or  names
holders  transferring or exchanging bonds  of the Series due  July 1, 2025 shall
designate in accordance with the provisions of the Indenture.
    
<PAGE>
                                       11

   
                                  ARTICLE III.
                      APPOINTMENT OF AUTHENTICATING AGENT.
    

   
    SECTION 3.01. The Trustee  shall, if requested  in writing so  to do by  the
Company,  promptly appoint  an agent  or agents  of the  Trustee who  shall have
authority to authenticate registered  bonds of the Series  due July 1, 2025,  in
the  name and on behalf of the Trustee. Such appointment by the Trustee shall be
evidenced by a certificate of a  vice-president of the Trustee delivered to  the
Company prior to the effectiveness of such appointment.
    

   
    SECTION  3.02. (a)  Any such authenticating agent shall be acceptable to the
Company and at all  times shall be  a 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 3.02
the combined capital and surplus of such  corporation shall be deemed to be  its
combined capital and surplus as set forth in its most recent report of condition
so published.
    

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

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

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

   
    SECTION  3.03. If an appointment  is made pursuant to  this Article III, the
registered bonds of the Series due July 1, 2025, 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.
                                              HARRIS TRUST AND SAVINGS BANK,
                                                                   as Trustee,

                                          By
                                                  Authenticating Agent,

                                          By
                                                   Authorized Officer.

   
    SECTION 3.04. No provision of this Article III shall require the Trustee  to
have at any time more than one such authenticating agent for any one State or to
appoint  any such authenticating agent in the State in which the Trustee has its
principal place of business.
    
<PAGE>
                                       12

   
                                  ARTICLE IV.
        FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE.
    

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

           Debtor: Northern States Power Company
                  414 Nicollet Mall
                  Minneapolis, Minnesota 55401

           Secured Party: Harris Trust and Savings Bank, Trustee
                       111 West Monroe Street
                       Chicago, Illinois 60603

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

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

   
    SECTION 4.03.  The  maturity  dates  and  respective  principal  amounts  of
obligations  of the debtor secured and presently to be secured by the Indenture,
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.
    

   
<TABLE>
<CAPTION>
FIRST MORTGAGE BONDS                                                          PRINCIPAL AMOUNT
- ----------------------------------------------------------------------------  ----------------
<S>                                                                           <C>
Series due October 1, 1997..................................................   $   100,000,000
Series due February 1, 1999.................................................   $   200,000,000
Series due October 1, 2001..................................................   $   150,000,000
Series due December 1, 2000.................................................   $   100,000,000
Series due March 1, 2002....................................................   $    50,000,000
Series due February 1, 2003.................................................   $    50,000,000
Series due April 1, 2003....................................................   $    80,000,000
Series due December 1, 2005.................................................   $    70,000,000
Pollution Control Series C..................................................   $     8,800,000
Resource Recovery Series I..................................................   $    22,300,000
Pollution Control Series J..................................................   $     5,450,000
Pollution Control Series K..................................................   $     3,400,000
Pollution Control Series L..................................................   $     4,850,000
Series due July 1, 2019.....................................................   $    98,000,000
Series due June 1, 2020.....................................................   $    70,000,000
Series due July 1, 2025.....................................................   $   250,000,000
</TABLE>
    

   
    SECTION 4.04. This  financing Statement  is hereby  adopted for  all of  the
First Mortgage Bonds of the series mentioned above secured by said Indenture.
    

   
    SECTION   4.05.  The  1937  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
<PAGE>
                                       13

    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

    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, 2025
    

   
    SECTION  4.06. The property  covered by this  Financing Statement also shall
secure additional series  of First  Mortgage Bonds of  the debtor  which may  be
issued  from time to time in the future in accordance with the provisions of the
Indenture.
    
<PAGE>
                                       14

   
                                   ARTICLE V.
                            AMENDMENTS TO INDENTURE.
    

   
    SECTION 5.01.  Each holder  or registered  owner  of a  bond of  any  series
originally  authenticated by  the Trustee and  originally issued  by the Company
subsequent to May 1, 1985 and of any coupon pertaining to any such bond, by  the
acquisition,  holding or ownership of such bond and coupon, thereby consents and
agrees to,  and  shall  be  bound  by, the  provisions  of  Article  VI  of  the
Supplemental  Indenture dated May 1, 1985. Each  holder or registered owner of a
bond of any series (including bonds of  the Series due July 1, 2025)  originally
authenticated  by the Trustee and originally issued by the Company subsequent to
May 1, 1988  and of  any coupon  pertaining to  such bond,  by the  acquisition,
holding  or ownership of such  bond and coupon, thereby  consents and agrees to,
and shall be  bound by, the  provisions of the  Supplemental and Restated  Trust
Indenture dated May 1, 1988 upon the Effective Date.
    

   
                                  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 value of any of
the property subjected 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  1937 Indenture, as  supplemented by  the
Supplemental  Trust Indentures dated June 1,  1942, February 1, 1944, October 1,
1945, July 1, 1948, August 1, 1949, June 1, 1952, October 1, 1954, September  1,
1956,  August 1, 1957, July  1, 1958, December 1, 1960,  August 1, 1961, June 1,
1962, September 1, 1963, August 1, 1966,  June 1, 1967, October 1, 1967, May  1,
1968,  October 1, 1969, February 1, 1971, May 1, 1971, February 1, 1972, January
1, 1973, January 1, 1974, September 1,  1974, April 1, 1975, May 1, 1975,  March
1,  1976,  June  1, 1981,  December  1, 1981,  May  1, 1983,  December  1, 1983,
September 1,  1984,  December 1,  1984,  May 1,  1985,  September 1,  1985,  the
Supplemental and Restated Trust Indenture dated May 1, 1988 and the Supplemental
Trust  Indentures dated July  1, 1989, June  1, 1990, October  1, 1992, April 1,
1993, December 1, 1993, February 1, 1994, October 1, 1994 and June 1, 1995.
    

   
    SECTION 6.03.  (a) If  any provision  of 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
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
provisions shall control.
    

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

   
    SECTION 6.04.  Wherever  in  this  Supplemental  Trust  Indenture  the  word
"Indenture"  is used without  the prefix, "1937,"  "Original" or "Supplemental",
such word  was  used intentionally  to  include in  its  meaning both  the  1937
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.
    
<PAGE>
                                       15

   
    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 amount of  obligations to  be issued  forthwith under  the Indenture  is
$250,000,000.
    
                                 --------------
<PAGE>
                                       16

   
    IN  WITNESS WHEREOF, on  this 29th day  of June, A.D.  1995, 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 dated June 1, 1995, 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 HARRIS TRUST AND SAVINGS BANK, an Illinois corporation, as Trustee, party of
the  second part, to  evidence its acceptance  of the trust  hereby created, has
caused its corporate name and seal to be hereunto affixed, and this Supplemental
Trust Indenture  dated June  1, 1995,  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.
    

   
<TABLE>
<S>                                       <C>
                                          NORTHERN STATES POWER COMPANY,

                                          BY ARLAND D. BRUSVEN, VICE PRESIDENT

Attest:

GARY R. JOHNSON, SECRETARY.

Executed by Northern States
Power Company in presence of:

MICHELE L. BISHOP                                               (CORPORATE SEAL)

BRADLEY C. FREEMAN, WITNESSES.

                                                  HARRIS TRUST AND SAVINGS BANK,
                                                                      as Trustee

                                          BY J. BARTOLINI, VICE PRESIDENT

Attest:

C. POTTER, ASSISTANT SECRETARY.

Executed by Harris Trust and Savings
Bank in presence of:

                                                                (CORPORATE SEAL)

R. JOHNSON

M. CODY, WITNESSES.
</TABLE>
    

<PAGE>
                                       17

<TABLE>
<S>                   <C>
STATE OF MINNESOTA
COUNTY OF HENNEPIN    ss.:
</TABLE>

   
    On this 29th  day of  June, A.D.  1995, before  me, KENNETH  A. HUTCHINS,  a
Notary Public in and for said County in the State aforesaid, personally appeared
ARLAND  D. BRUSVEN and GARY R. JOHNSON, to  me personally known, and to me known
to be  Vice President  and  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 did  say
that  he, the said ARLAND D. BRUSVEN is Vice President, and he, the said GARY R.
JOHNSON, is Secretary,  of said  Northern States Power  Company, a  corporation;
that  the seal affixed to  the within and foregoing  instrument is the corporate
seal of said  corporation, and that  said instrument was  executed in behalf  of
said  corporation by  authority of  its board of  directors; and  said ARLAND D.
BRUSVEN and GARY R. JOHNSON 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 29th day of June, A.D. 1995.
    

KENNETH A. HUTCHINS
NOTARY PUBLIC, ANOKA COUNTY, MINN.
MY COMMISSION EXPIRES MARCH 1, 1996

                        (NOTARIAL SEAL)

<TABLE>
<S>                   <C>
STATE OF MINNESOTA
COUNTY OF HENNEPIN    ss.:
</TABLE>

    ARLAND D. BRUSVEN  and GARY  R. JOHNSON,  being severally  duly sworn,  each
deposes and says that he, the said ARLAND D. BRUSVEN, is Vice President, and he,
the  said GARY R. JOHNSON,  is Secretary, 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.

ARLAND D. BRUSVEN
GARY R. JOHNSON

   
    Subscribed and sworn to before me this 29th day of June, A.D. 1995.
    

KENNETH A. HUTCHINS
NOTARY PUBLIC, ANOKA COUNTY, MINN.
MY COMMISSION EXPIRES MARCH 1, 1996

                        (NOTARIAL SEAL)
<PAGE>
                                       18

<TABLE>
<S>                <C>
STATE OF ILLINOIS
COUNTY OF COOK     ss.:
</TABLE>

   
    On this 29th day of  June, A.D. 1995, before  me, KIMBERLEY LANGE, a  Notary
Public  in and for  said County in  the State aforesaid,  personally appeared J.
BARTOLINI and C.  POTTER, to me  personally known, and  to me known  to be  Vice
President  and Assistant  Secretary, respectively,  of Harris  Trust and Savings
Bank, 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 she, the said J. BARTOLINI, is Vice President, and she, the said C. POTTER,
is Assistant Secretary, of  said Harris Trust and  Savings Bank, 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 in behalf  of
said  corporation by authority of its board of directors; and said J. BARTOLINI,
and C. POTTER 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 29th day of June, A.D. 1995.
    

   
                                          KIMBERLEY LANGE
                                          NOTARY PUBLIC, COOK COUNTY, ILLINOIS.
                                          MY COMMISSION EXPIRES DECEMBER 14,
                                          1997
    

(NOTARIAL SEAL)

<TABLE>
<S>                <C>
STATE OF ILLINOIS
COUNTY OF COOK     ss.:
</TABLE>

    J.  BARTOLINI and  C. POTTER, being  severally duly sworn,  each for himself
deposes and says that she,  the said J. BARTOLINI,  is Vice President, and  she,
the  said C. POTTER, is  Assistant Secretary, of Harris  Trust and Savings Bank,
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 mortgagor.

   
    Subscribed and sworn to before me this 29th day of June, A.D. 1995.
    

   
                                          KIMBERLEY LANGE
    
   
                                          NOTARY PUBLIC, COOK COUNTY, ILLINOIS.
                                          MY COMMISSION EXPIRES DECEMBER 14,
                                          1997
    

(NOTARIAL SEAL)
<PAGE>
                                      A-1

                                   SCHEDULE A

   
    The  property referred to  in Article I of  the foregoing Supplemental Trust
Indenture from Northern States Power Company  to Harris Trust and Savings  Bank,
Trustee,  made as of  June 1, 1995, includes  the following property hereinafter
more specifically described. Such description, however, is not intended to limit
or impair the  scope or intention  of the general  description contained in  the
granting clauses or elsewhere in the Original Indenture.
    

   
                     I.  PROPERTY IN THE STATE OF MINNESOTA
    

   
    The  following  described real  property, situate,  lying  and being  in the
County of Blue Earth, State of Minnesota, to-wit:
    

   
       Lot 1, Block 1, Summit Industrial Park, City of Mankato according to  the
       plat thereof
    

   
    The  following  described real  property, situate,  lying  and being  in the
County of Hennepin, State of Minnesota, to-wit:
    

   
       Lots 8 and 9, Block 2, North Washington Industrial Center 2nd Addition
    

   
                     PROPERTY IN THE STATE OF SOUTH DAKOTA
    

   
    The following  described real  property,  situate, lying  and being  in  the
County of Lincoln, State of South Dakota, to-wit:
    

   
       NSP  Tract 2 in  the NW 1/4 of  Section 21, Township  100 North, Range 50
       West
    

   
       NSP Tract 1 in  the SW 1/4  of Section 21, Township  100 North, Range  50
       West
    

   
                   II.  GAS DISTRIBUTION LINES OF THE COMPANY
    

   
                           IN THE STATE OF MINNESOTA
    

   
(1)  Approximately 74,000 feet of  12" diameter, 61,000 feet  of 8" diameter and
    76,000 feet of 6" diameter of high pressure gas main constructed in 1994  in
    Crow  Wing  County known  as the  Brainerd Line  serving the  communities of
    Baxter, Breezy Point, Center, Crosslake, East Gull Lake (Cass County), Fifty
    Lakes, Ideal, Jenkins  Township, Lakeshore (Cass  County), Manhattan  Beach,
    Nisswa, Oaklawn, Pelican, Pequot Lakes and Sibley in Minnesota.
    

   
                          IN THE STATE OF SOUTH DAKOTA
    

   
(1)  Approximately 37,000 feet of  16" diameter and 33,500  feet of 12" diameter
    transmission line  known as  the  "Pathfinder Line"  in Lincoln  County  and
    Minnehaha  County which ONLY serves the Pathfinder Generating Plant in South
    Dakota.
    
<PAGE>
                                      A-2

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

                         MORTGAGOR'S RECEIPT FOR COPY.

    The undersigned Northern  States Power Company,  the Mortgagor described  in
the foregoing Mortgage, hereby acknowledges that at the time of the execution of
the  Mortgage, Harris Trust  and Savings Bank,  Trustee, the Mortgagee described
therein, surrendered to  it a  full, true, complete,  and correct  copy of  said
instrument, with signatures, witnesses, and acknowledgments thereon shown.

                                              NORTHERN STATES POWER COMPANY.

                                           BY ARLAND D. BRUSVEN, VICE PRESIDENT

Attest:

GARY R. JOHNSON, SECRETARY                              (CORPORATE SEAL)

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

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

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

