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                                                         FORM OF OCTOBER 6, 1995

                         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  and/or
    Rule   434  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

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    Company or 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 and Price Waterhouse LLP which audited certain
    of  the financial statements  incorporated by reference  in the Registration
    Statement, are each 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.

        (g)  Each  subsidiary  of the  Company  named  in Exhibit  21.01  to the
    Company's most recent Annual Report on Form 10-K ("Significant  Subsidiary")
    has    been   duly   incorporated    and   is   validly    existing   as   a

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    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;  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

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    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 (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.

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    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) and/or Rule  434
    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) and/or Rule
    434 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.

        (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.

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        (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) and/or Rule 434 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.

        (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

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           (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  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

                                       7
<PAGE>
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  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.

                                       8
<PAGE>
    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 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

                                       9
<PAGE>
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  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

                                       10
<PAGE>
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.

    (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 its 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

                                       11
<PAGE>
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 ...........................................
                                                    Vice President

The foregoing Agreement is hereby
confirmed
  and accepted as of the date first
above written.
      [Name of Representative(s)]
By ...................................

   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

Registration Statement No. 33-

Representatives and Addresses:

Bonds:

   Designation:    % First Mortgage Bonds, Series due

   Principal Amount:   $

   Supplemental Indenture dated as of

   Date of Maturity:

   Interest Rate:     % per annum, payable       1 and    1 of each year,
                   commencing

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

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

Closing Date and Location:

Office for Delivery of Bonds:

Office for Payment of Bonds:

Office for Checking of Bonds:

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

                                       14
<PAGE>
                                  SCHEDULE II

<TABLE>
<CAPTION>
NAME                                                                                                    AMOUNT
- --------------------------------------------------------------------------------------------------  --------------
<S>                                                                                                 <C>
                   ...............................................................................  $
                   ...............................................................................
                   ...............................................................................
                                                                                                    --------------
        Total.....................................................................................  $
                                                                                                    --------------
                                                                                                    --------------
</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  called
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 Minnesota,  North Dakota, and South Dakota (where
    property covered thereby is located) affecting the

                                       1
<PAGE>
    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;

        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

                                       2
<PAGE>
    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
