10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended Sept. 30, 2002
	OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                  to

	Exact name of registrant as specified in its charter, State or
	other jurisdiction of incorporation or organization, Address of
Commission	principal executive offices and Registrant’s Telephone Number,	IRS Employer
File Number	including area code	Identification No.
000-31709	NORTHERN STATES POWER COMPANY	41-1967505
	(a Minnesota Corporation)
	414 Nicollet Mall, Minneapolis, Minn. 55401
	Telephone (612) 330-5500
001-3140	NORTHERN STATES POWER COMPANY	39-0508315
	(a Wisconsin Corporation)
	1414 W. Hamilton Ave., Eau Claire, Wis. 54701
	Telephone (715) 839-2625
001-3280	PUBLIC SERVICE COMPANY OF COLORADO	84-0296600
	(a Colorado Corporation)
	1225 17th Street, Denver, Colo. 80202
	Telephone (303) 571-7511
001-3789	SOUTHWESTERN PUBLIC SERVICE COMPANY	75-0575400
	(a New Mexico Corporation)
	Tyler at Sixth, Amarillo, Texas 79101
	Telephone (303) 571-7511

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No o

Northern States Power Co. (a Minnesota corporation), Northern States Power Co. (a Wisconsin corporation), Public Service Co. of Colorado and Southwestern Public Service Co. meet the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and are therefore filing this Form 10-Q with the reduced disclosure format specified in General Instruction H (2) to such Form 10-Q.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. All outstanding common stock is owned beneficially and of record by Xcel Energy Inc., a Minnesota corporation. Shares outstanding at October 31, 2002:

Northern States Power Co. (a Minnesota Corporation)	Common Stock, $0.01 par value	1,000,000 Shares
Northern States Power Co. (a Wisconsin Corporation)	Common Stock, $100 par value	933,000 Shares
Public Service Co. of Colorado	Common Stock, $0.01 par value	100 Shares
Southwestern Public Service Co.	Common Stock, $1 par value	100 Shares

TABLE OF CONTENTS

PART 1. FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
Part II. OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 6. Exhibits and Reports on Form 8-K
EX-4.01 Supplemental Indenture dated Aug. 15, 2002
EX-4.02 Supplemental Indenture dated Sept 15, 2002
EX-4.03 Supplemental Indenture dated Aug. 15, 2002
EX-4.04 Supplemental Indenture dated Sept 15, 2002
EX-4.05 Supplemental Indenture dated June 1, 2002
EX-4.06 Supplemental Indenture dated July 1, 2002
EX-99.01 Statement pursuant to Private Securities
EX-99.02 Certification Pursuant to 18 USC Sec 1350
EX-99.03 Certification Pursuant to 18 USC Sec 1350
EX-99.04 Certification Pursuant to 18 USC Sec 1350
EX-99.05 Certification Pursuant to 18 USC Sec 1350

Table of Contents

PART I — FINANCIAL INFORMATION
Item l. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 4. Controls and Procedures	36
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	36
Item 6. Exhibits and Reports on Form 8-K	37

This combined Form 10-Q is separately filed by Northern States Power Co., a Minnesota corporation (NSP-Minnesota), Northern States Power Co., a Wisconsin corporation (NSP-Wisconsin), Public Service Co. of Colorado (PSCo) and Southwestern Public Service Co. (SPS). NSP-Minnesota, NSP-Wisconsin, PSCo and SPS are all wholly owned subsidiaries of Xcel Energy Inc. Xcel Energy is a registered holding company under the Public Utility Holding Company Act (PUHCA). Additional information on Xcel Energy is available on various filings with the SEC.

Information contained in this report relating to any individual company is filed by such company on its own behalf. Each registrant makes representations only as to itself and makes no other representations whatsoever as to information relating to the other registrants.

This report should be read in its entirety. No one section of the report deals with all aspects of the subject matter.

2

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

NSP-MINNESOTA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Thousands of Dollars)

			Three Months Ended Sept. 30						Nine Months Ended Sept. 30
			2002			2001			2002			2001
Operating revenues:
	Electric utility		$	717,173		$	765,607		$	1,818,973		$	2,034,081
	Gas utility			31,186			51,691			308,504			497,361
	Electric trading margin			(3,059	)		—			(1,917	)		—
	Other			6,836			9,408			18,800			36,552
		Total operating revenues		752,136			826,706			2,144,360			2,567,994
Operating expenses:
	Electric fuel and purchased power			236,033			322,127			613,386			806,986
	Cost of gas sold and transported			21,848			38,309			209,726			392,824
	Other operating and maintenance expenses			190,189			200,243			600,291			622,279
	Depreciation and amortization			89,285			82,536			262,274			249,130
	Taxes (other than income taxes)			45,363			27,800			131,291			129,141
	Special charges (see Note 2)			—			—			4,324			—
		Total operating expenses		582,718			671,015			1,821,292			2,200,360
Operating income				169,418			155,691			323,068			367,634
Other income (expense) — net				3,709			(1,250	)		18,269			2,558
Interest charges and financing costs:
	Interest charges — net of amounts capitalized			30,805			21,199			65,423			65,537
	Distributions on redeemable preferred securities of subsidiary trust			3,938			3,938			11,813			11,813
		Total interest charges and financing costs		34,743			25,137			77,236			77,350
Income before income taxes				138,384			129,304			264,101			292,842
Income taxes				55,392			53,214			105,652			118,179
Net income			$	82,992		$	76,090		$	158,449		$	174,663

See Notes to Consolidated Financial Statements

3

NSP-MINNESOTA
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Thousands of Dollars)

				Nine Months Ended Sept. 30
				2002			2001
Operating activities:
	Net income			$	158,449		$	174,663
	Adjustments to reconcile net income to cash provided by operating activities:
		Depreciation and amortization			270,556			259,607
		Nuclear fuel amortization			37,208			31,843
		Deferred income taxes			(37,217	)		7,532
		Amortization of investment tax credits			(6,236	)		(6,108	)
		Allowance for equity funds used during construction			(3,843	)		(4,676	)
		Conservation incentive accrual adjustments			(6,564	)		(32,218	)
		Gain on sale of property			(6,785	)		—
		Change in accounts receivable			35,017			71,010
		Change in inventories			(6,345	)		(3,803	)
		Change in other current assets			50,586			63,376
		Change in accounts payable			(54,831	)		(74,001	)
		Change in other current liabilities			34,986			(25,927	)
		Change in other assets and liabilities			(1,604	)		(26,442	)
			Net cash provided by operating activities		463,377			434,856
Investing activities:
	Utility capital/construction expenditures				(280,584	)		(300,169	)
	Proceeds from sale of property				11,152			—
	Allowance for equity funds used during construction				3,843			4,676
	Investments in external decommissioning fund				(47,141	)		(42,559	)
	Other investments — net				(1,599	)		(10,164	)
		Net cash used in investing activities			(314,329	)		(348,216	)
Financing activities:
	Short-term borrowings — net				(281,008	)		(140,804	)
	Proceeds from issuance of long-term debt				624,690			—
	Repayment of long-term debt, including reacquisition premiums				(778	)		(1,073	)
	Capital contributions from parent				42,431			184,934
	Dividends paid to parent				(143,728	)		(123,292	)
		Net cash provided by (used in) financing activities			241,607			(80,235	)
Net increase in cash and cash equivalents					390,655			6,405
Cash and cash equivalents at beginning of year					17,169			11,926
Cash and cash equivalents at end of year				$	407,824		$	18,331

See Notes to Consolidated Financial Statements

4

NSP-MINNESOTA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Thousands of Dollars)

			Sept. 30,			Dec. 31,
			2002			2001
ASSETS
Current assets:
	Cash and cash equivalents		$	407,824		$	17,169
	Accounts receivable — net of allowance for bad debts: $5,146 and $5,452, respectively			212,640			227,007
	Accounts receivable from affiliates			10,762			31,528
	Accrued unbilled revenues			75,300			125,770
	Materials and supplies inventories at average cost			108,734			103,934
	Fuel inventory at average cost			33,201			31,945
	Gas inventory at average cost			25,411			25,122
	Derivative instruments valuation			1,762			204
	Prepayments and other			45,823			48,285
		Total current assets		921,457			610,964
Property, plant and equipment, at cost:
	Electric utility plant			6,761,235			6,582,337
	Gas utility plant			707,656			695,338
	Construction work in progress			387,414			316,468
	Other			368,184			368,513
		Total property, plant and equipment		8,224,489			7,962,656
	Less accumulated depreciation			(4,557,101	)		(4,310,214	)
	Nuclear fuel — net of accumulated amortization: $1,047,063 and $1,009,855, respectively			53,295			96,315
		Net property, plant and equipment		3,720,683			3,748,757
Other assets:
	Nuclear decommissioning fund investments			604,148			596,113
	Other investments			23,901			22,542
	Regulatory assets			229,433			226,088
	Prepaid pension asset			244,857			188,287
	Other			74,530			64,278
		Total other assets		1,176,869			1,097,308
		Total assets	$	5,819,009		$	5,457,029
LIABILITIES AND EQUITY
Current liabilities:
	Current portion of long-term debt		$	232,228		$	153,134
	Short-term debt			100,176			381,184
	Accounts payable			181,103			235,930
	Accounts payable to affiliates			42,566			42,550
	Taxes accrued			209,764			168,491
	Dividends payable to parent			51,859			44,332
	Other			62,167			76,004
		Total current liabilities		879,863			1,101,625
Deferred credits and other liabilities:
	Deferred income taxes			678,715			697,605
	Deferred investment tax credits			75,964			82,598
	Regulatory liabilities			482,822			468,051
	Benefit obligations and other			137,357			133,771
		Total deferred credits and other liabilities		1,374,858			1,382,025
Long-term debt				1,578,753			1,039,220
Mandatorily redeemable preferred securities of subsidiary trust				200,000			200,000
Common stock — authorized 5,000,000 shares of $0.01 par value, outstanding 1,000,000 shares				10			10
Premium on common stock				804,586			762,155
Retained earnings				997,629			990,435
Leveraged ESOP				(16,680	)		(18,564	)
Accumulated other comprehensive income				(10	)		123
	Total common stockholder’s equity			1,785,535			1,734,159
Commitments and contingencies (See Note 5)
	Total liabilities and equity		$	5,819,009		$	5,457,029

See Notes to Consolidated Financial Statements

5

NSP-WISCONSIN
STATEMENTS OF INCOME (UNAUDITED)
(Thousands of Dollars)

			Three Months Ended Sept. 30					Nine Months Ended Sept. 30
			2002			2001		2002		2001
Operating revenues:
	Electric utility		$	121,578		$	122,897	$	348,689	$	340,732
	Gas utility			8,113			9,089		67,352		96,615
	Other			541			125		652		336
		Total operating revenues		130,232			132,111		416,693		437,683
Operating expenses:
	Electric fuel and purchased power			54,971			65,533		159,617		185,049
	Cost of gas sold and transported			4,201			6,381		46,958		76,325
	Cost of sales — nonregulated and other			388			—		388		—
	Other operating and maintenance expenses			27,785			26,449		76,677		77,513
	Depreciation and amortization			11,313			10,286		33,152		30,807
	Taxes (other than income taxes)			4,012			4,031		12,229		12,065
	Special charges (see Note 2)			—			—		511		—
		Total operating expenses		102,670			112,680		329,532		381,759
Operating income				27,562			19,431		87,161		55,924
Other income (expense) — net				(514	)		366		479		1,101
Interest charges				5,763			5,542		17,336		16,383
Income before income taxes				21,285			14,255		70,304		40,642
Income taxes				8,789			5,628		27,439		15,509
Net income			$	12,496		$	8,627	$	42,865	$	25,133

See Notes to Financial Statements

6

NSP-WISCONSIN
STATEMENTS OF CASH FLOWS (UNAUDITED)
(Thousands of Dollars)

				Nine Months Ended Sept. 30
				2002			2001
Operating activities:
	Net income			$	42,865		$	25,133
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			34,052			31,577
		Deferred income taxes			2,364			1,903
		Amortization of investment tax credits			(605	)		(614	)
		Allowance for equity funds used during construction			(406	)		(1,111	)
		Undistributed equity in earnings of unconsolidated affiliates			(147	)		(217	)
		Change in accounts receivable			299			15,158
		Change in inventories			256			(1,005	)
		Change in other current assets			13,274			20,736
		Change in accounts payable			13,703			(36,228	)
		Change in other current liabilities			12,897			1,918
		Change in other assets and liabilities			(6,188	)		(6,762	)
			Net cash provided by operating activities		112,364			50,488
Investing activities:
	Capital/construction expenditures				(31,136	)		(45,842	)
	Allowance for equity funds used during construction				406			1,111
	Other investments — net				(75	)		(98	)
			Net cash used in investing activities		(30,805	)		(44,829	)
Financing activities:
	Short-term borrowings from affiliate — net				(34,300	)		(8,700	)
	Capital contributions from parent				2,438			25,000
	Dividends paid to parent				(34,757	)		(21,959	)
			Net cash used in financing activities		(66,619	)		(5,659	)
Net increase in cash and cash equivalents					14,940			—
Cash and cash equivalents at beginning of period					30			31
Cash and cash equivalents at end of period				$	14,970		$	31

See Notes to Financial Statements

7

NSP-WISCONSIN
BALANCE SHEETS (UNAUDITED)
(Thousands of Dollars)

				Sept. 30,			Dec. 31,
				2002			2001
ASSETS
Current assets:
	Cash and cash equivalents			$	14,970		$	30
	Accounts receivable — net of allowance for bad debts: $1,258 and $969, respectively				34,422			31,870
	Accounts receivable from affiliates				—			3,006
	Accrued unbilled revenues				13,084			20,596
	Materials and supplies inventories at average cost				7,040			5,885
	Fuel inventory at average cost				4,376			5,854
	Gas inventory. at average cost				3,378			3,311
	Prepaid taxes				10,028			13,157
	Prepayments and other				1,316			3,949
		Total current assets			88,614			87,658
Property, plant and equipment, at cost:
	Electric utility plant				1,149,934			1,132,114
	Gas utility plant				129,952			127,635
	Other and construction work in progress				122,431			115,435
			Total property, plant and equipment		1,402,317			1,375,184
	Less accumulated depreciation				(582,649	)		(553,467	)
		Net property, plant and equipment			819,668			821,717
Other assets:
	Other investments				10,046			9,824
	Regulatory assets				44,460			37,123
	Prepaid pension asset				36,058			28,563
	Other				7,757			7,373
			Total other assets		98,321			82,883
			Total assets	$	1,006,603		$	992,258
LIABILITIES AND EQUITY
Current liabilities:
	Current portion of long-term debt			$	34		$	34
	Short-term debt — notes payable to affiliate				—			34,300
	Accounts payable				13,846			14,482
	Accounts payable to affiliates				14,339			—
	Dividends payable to parent				12,372			10,988
	Other				34,708			22,515
			Total current liabilities		75,299			82,319
Deferred credits and other liabilities:
	Deferred income taxes				123,110			119,895
	Deferred investment tax credits				15,022			15,628
	Regulatory liabilities				16,150			16,891
	Benefit obligations and other				45,194			34,925
			Total deferred credits and other liabilities		199,476			187,339
Long-term debt					313,119			313,054
Common stock — authorized 1,000,000 shares of $100 par value; outstanding 933,000 shares					93,300			93,300
Premium on common stock					62,210			59,771
Retained earnings					263,199			256,475
			Total common stockholder’s equity		418,709			409,546
Commitments and contingent liabilities (see Note 5)
			Total liabilities and equity	$	1,006,603		$	992,258

See Notes to Financial Statements

8

PUBLIC SERVICE CO. OF COLORADO AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Thousands of Dollars)

				Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
				2002			2001			2002			2001
Operating revenues:
	Electric utility			$	497,885		$	627,106		$	1,387,414		$	1,826,923
	Electric trading margin				2,276			6,559			(41	)		36,683
	Gas utility				89,430			153,857			521,858			986,391
	Steam and other				4,535			4,354			17,513			23,422
		Total operating revenues			594,126			791,876			1,926,744			2,873,419
Operating expenses:
	Electric fuel and purchased power				232,021			401,224			637,963			1,089,550
	Cost of gas sold and transported				31,836			97,038			293,542			762,422
	Cost of sales — steam and other				3,782			914			7,581			8,526
	Other operating and maintenance expenses				111,801			124,269			334,580			337,512
	Depreciation and amortization				61,480			59,088			190,138			175,369
	Taxes (other than income taxes)				18,489			9,273			61,201			53,151
	Special charges (see Note 2)				1			—			132			23,018
			Total operating expenses		459,410			691,806			1,525,137			2,449,548
Operating income					134,716			100,070			401,607			423,871
Other income (expense) — net					(2,428	)		(2,722	)		(2,540	)		4,519
Interest charges and financing costs:
	Interest charges — net of amount capitalized				34,788			26,976			94,902			86,147
	Distributions on redeemable preferred securities of subsidiary trust				3,686			3,800			11,058			11,400
			Total interest charges and financing costs		38,474			30,776			105,960			97,547
Income before income taxes					93,814			66,572			293,107			330,843
Income taxes					26,847			18,625			97,087			109,205
Net income				$	66,967		$	47,947		$	196,020		$	221,638

See Notes to Consolidated Financial Statements

9

PUBLIC SERVICE CO. OF COLORADO AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Thousands of Dollars)

				Nine Months Ended Sept. 30,
				2002			2001
Operating activities:
	Net income			$	196,020		$	221,638
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			196,764			181,566
		Deferred income taxes			26,572			(27,891	)
		Amortization of investment tax credits			(3,211	)		(3,089	)
		Allowance for equity funds used during construction			22			(526	)
		Write-off of post-employment costs			—			23,018
		Unrealized gain on derivative financial instruments			(85,411	)		—
		Change in accounts receivable			45,762			63,580
		Change in inventories			(21,090	)		(22,610	)
		Change in other current assets			32,010			261,549
		Change in accounts payable			(60,217	)		(266,476	)
		Change in other current liabilities			95,254			105,160
		Change in other assets and liabilities			20,700			(17,909	)
			Net cash provided by operating activities		443,175			518,010
Investing activities:
	Capital/construction expenditures				(359,412	)		(299,708	)
	Proceeds from disposition of property, plant and equipment				17,527			5,401
	Allowance for equity funds used during construction				(22	)		526
	Other investments — net				(1,036	)		1,781
			Net cash used in investing activities		(342,943	)		(292,000	)
Financing activities:
	Short-term borrowings — net				(487,388	)		105,075
	Proceeds from issuance of long-term debt				594,000			100,000
	Repayment of long-term debt, including reacquisition premiums				(3,142	)		(241,248	)
	Capital contributions from parent				54,749			—
	Dividends paid to parent				(169,985	)		(166,922	)
			Net cash used in financing activities		(11,766	)		(203,095	)
	Net (decrease) increase in cash and cash equivalents				88,466			22,915
	Cash and cash equivalents at beginning of period				22,666			15,696
	Cash and cash equivalents at end of period			$	111,132		$	38,611

See Notes to Consolidated Financial Statements

10

PUBLIC SERVICE CO. OF COLORADO AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Thousands of Dollars)

			Sept. 30,			Dec. 31,
			2002			2001
ASSETS
Current assets:
	Cash and cash equivalents		$	111,132		$	22,666
	Accounts receivable — net of allowance for bad debts of $12,731 and $14,510, respectively			140,588			209,913
	Accounts receivable from affiliates			23,563			—
	Accrued unbilled revenues			215,694			269,167
	Recoverable purchased gas and electric energy costs			43,346			16,763
	Materials and supplies inventories at average cost			47,368			40,893
	Fuel inventory at average cost			30,339			22,135
	Gas inventory — replacement cost (below) in excess of LIFO: ($41,165) and $11,331, respectively			85,917			79,505
	Derivative instruments valuation — at market			3,742			3,855
	Prepayments and other			17,018			56,001
		Total current assets		718,707			720,898
Property, plant and equipment, at cost:
	Electric utility			5,328,086			5,253,693
	Gas utility			1,472,638			1,416,730
	Construction work in progress			391,844			273,539
	Other			624,209			586,261
		Total property, plant and equipment		7,816,777			7,530,223
	Less: accumulated depreciation			(2,870,773	)		(2,746,687	)
		Net property, plant and equipment		4,946,004			4,783,536
Other assets:
	Other investments			11,148			10,112
	Regulatory assets			241,201			192,841
	Prepaid pension asset			69,547			60,797
	Other			31,235			72,694
		Total other assets		353,131			336,444
		Total assets	$	6,017,842		$	5,840,878
LIABILITIES AND EQUITY
Current liabilities:
	Current portion of long-term debt		$	267,089		$	17,174
	Short-term debt			88,074			562,812
	Note payable to affiliate			15,915			28,565
	Accounts payable			298,069			359,406
	Accounts payable to affiliates			61,271			60,151
	Taxes accrued			93,494			60,780
	Dividends payable to parent			60,925			53,387
	Derivative instruments valuation — at market			3,421			50,385
	Other			203,786			141,245
		Total current liabilities		1,092,044			1,333,905
Deferred credits and other liabilities:
	Deferred income taxes			555,163			564,268
	Deferred investment tax credits			76,441			79,652
	Regulatory liabilities			46,589			49,048
	Other deferred credits			2,575			12,435
	Customer advances for construction			93,932			85,582
	Benefit obligations and other			76,623			66,835
		Total deferred credits and other liabilities		851,323			857,820
Long-term debt				1,812,500			1,465,055
Mandatorily redeemable preferred securities of subsidiary trust				194,000			194,000
Common stock — authorized 100 shares of $0.01 par value, outstanding 100 shares				—			—
Premium on common stock				1,644,833			1,590,084
Retained earnings				422,843			404,347
Accumulated other comprehensive income				299			(4,333	)
		Total common stockholder’s equity		2,067,975			1,990,098
Commitments and contingent liabilities (see Note 5)
		Total liabilities and equity	$	6,017,842		$	5,840,878

See Notes to Consolidated Financial Statements

11

SOUTHWESTERN PUBLIC SERVICE CO.
STATEMENTS OF INCOME (UNAUDITED)
(Thousands of Dollars)

			Three Months Ended Sept. 30				Nine Months Ended Sept. 30
			2002		2001		2002		2001
Operating revenues — electric utility			$	291,857	$	387,219	$	770,466	$	1,088,173
Operating expenses:
	Electric fuel and purchased power			158,324		226,687		414,699		679,005
	Other operating and maintenance expenses			34,774		43,548		112,867		129,218
	Depreciation and amortization			22,487		20,697		65,778		61,506
	Taxes (other than income taxes)			13,884		10,608		39,861		35,684
	Special charges (see Note 2)			—		—		5,114		—
		Total operating expenses		229,469		301,540		638,319		905,413
Operating income				62,388		85,679		132,147		182,760
Other income — net				2,075		1,965		4,174		8,255
Interest charges and financing costs:
	Interest charges — net of amounts capitalized			11,570		9,319		34,404		34,207
	Distributions on redeemable preferred securities of subsidiary trust			1,963		1,963		5,888		5,888
		Total interest charges and financing costs		13,533		11,282		40,292		40,095
Income before income taxes				50,930		76,362		96,029		150,920
Income taxes				19,189		28,653		36,111		56,860
Net income			$	31,741	$	47,709	$	59,918	$	94,060

See Notes to Financial Statements

12

SOUTHWESTERN PUBLIC SERVICE CO.
STATEMENTS OF CASH FLOWS (UNAUDITED)
(Thousands of Dollars)

				Nine Months Ended Sept. 30,
				2002			2001
Operating activities:
	Net income			$	59,918		$	94,060
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			72,129			64,301
		Deferred income taxes			14,743			(19,144	)
		Amortization of investment tax credits			(187	)		(188	)
		Change in accounts receivable			(10,764	)		(5,568	)
		Change in inventories			(4,978	)		(632	)
		Change in other current assets			28,969			74,475
		Change in accounts payable			4,527			(50,427	)
		Change in other current liabilities			(31,482	)		27,418
		Change in other assets and liabilities			(14,938	)		(14,860	)
			Net cash provided by operating activities		117,937			169,435
Investing activities:
	Capital/construction expenditures				(38,198	)		(93,445	)
	Costs/proceeds from disposition of property, plant and equipment				4,059			—
	Other investments — net				(3,003	)		119,942
			Net cash (used in) provided by investing activities		(37,142	)		26,497
Financing activities:
	Short-term borrowings — net				—			(135,173	)
	Repayment of long-term debt, including reacquisition premiums				—			168
	Capital contributions from parent				615			—
	Dividends paid to parent				(68,912	)		(64,566	)
			Net cash used in financing activities		(68,297	)		(199,571	)
	Net (decrease) increase in cash and cash equivalents				12,498			(3,639	)
	Cash and cash equivalents at beginning of period				65,499			10,826
	Cash and cash equivalents at end of period			$	77,997		$	7,187

See Notes to Financial Statements

13

SOUTHWESTERN PUBLIC SERVICE CO.
BALANCE SHEETS (UNAUDITED)
(Thousands of Dollars)

			Sept. 30,			Dec. 31,
			2002			2001
ASSETS
Current assets:
	Cash and cash equivalents		$	77,997		$	65,499
	Accounts receivable — net of allowance for bad debts of $1,162 and $1,785, respectively			53,366			61,688
	Accounts receivable from affiliates			19,086			—
	Accrued unbilled revenues			51,886			75,924
	Materials and supplies inventories at average cost			17,611			12,588
	Fuel and gas inventories at average cost			1,345			1,390
	Current portion of accumulated deferred income taxes			—			10,068
	Derivative instruments valuation — at market			562			—
	Prepayments and other			5,240			10,170
		Total current assets		227,093			237,327
Property, plant and equipment, at cost:
	Electric utility			3,060,002			3,056,459
	Other and construction work in progress			81,583			55,436
		Total property, plant and equipment		3,141,585			3,111,895
	Less: accumulated depreciation			(1,334,529	)		(1,275,501	)
		Net property, plant and equipment		1,807,056			1,836,394
Other assets:
	Other investments			14,348			11,345
	Regulatory assets			105,989			96,613
	Prepaid pension asset			99,078			82,503
	Deferred charges and other			17,696			36,598
		Total other assets		237,111			227,059
		Total assets	$	2,271,260		$	2,300,780
LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable		$	67,222		$	72,204
	Accounts payable to affiliates			11,400			1,891
	Taxes accrued			40,347			35,274
	Interest accrued			11,012			9,696
	Dividends payable to parent			24,469			20,969
	Current portion of accumulated deferred income taxes			7,004			—
	Derivative instruments valuation — at market			1,177			1,131
	Other			23,229			68,105
		Total current liabilities		185,860			209,270
Deferred credits and other liabilities:
	Deferred income taxes			393,781			392,907
	Deferred investment tax credits			4,280			4,467
	Regulatory liabilities			2,399			1,117
	Derivative instruments valuation — at market			6,135			5,809
	Benefit obligations and other			18,925			15,815
		Total deferred credits and other liabilities		425,520			420,115
Long-term debt				725,591			725,375
Mandatorily redeemable preferred securities of subsidiary trust				100,000			100,000
Common stock — authorized 200 shares of $1.00 par value, outstanding 100 shares				—			—
Premium on common stock				406,151			405,536
Retained earnings				432,423			444,917
Accumulated other comprehensive loss				(4,285	)		(4,433	)
		Total common stockholder’s equity		834,289			846,020
Commitments and contingent liabilities (see Note 5)
		Total liabilities and equity	$	2,271,260		$	2,300,780

See Notes to Financial Statements

14

NOTES TO FINANCIAL STATEMENTS

In the opinion of management, the accompanying unaudited consolidated and stand-alone financial statements contain all adjustments necessary to present fairly the financial position of NSP-Minnesota, NSP-Wisconsin, PSCo and SPS (collectively referred to as the Utility Subsidiaries of Xcel Energy) as of Sept. 30, 2002, and Dec. 31, 2001, the results of their operations for the three and nine months ended Sept. 30, 2002 and 2001, and their cash flows for the nine months ended Sept. 30, 2002 and 2001. Due to the seasonality of electric and gas sales of Xcel Energy’s Utility Subsidiaries, quarterly results are not necessarily an appropriate base from which to project annual results.

The accounting policies of NSP-Minnesota, NSP-Wisconsin, PSCo and SPS are set forth in Note 1 to the financial statements in their respective Annual Reports on Form 10-K for the year ended Dec. 31, 2001. The following notes should be read in conjunction with such policies and other disclosures in the Form 10-K’s.

Certain items in the 2001 income statement have been reclassified from amounts previously reported to conform to the 2002 presentation. These reclassifications had no effect on stockholders’ equity or net income as previously reported. The reclassifications were primarily to conform the presentation of all consolidated Xcel Energy subsidiaries to a standard corporate presentation.

1.     Accounting Policies and Changes (NSP-Minnesota, NSP-Wisconsin, PSCo and SPS)

Intangible Assets — During the first quarter of 2002, the Utility Subsidiaries of Xcel Energy adopted Statement of Financial Accounting Standard (SFAS) No. 142 — “Goodwill and Other Intangible Assets” (SFAS No. 142), which requires new accounting for intangible assets, including goodwill. Intangible assets with finite lives are being amortized over their economic useful lives and periodically reviewed for impairment.

The Utility Subsidiaries of Xcel Energy have no intangible assets with indefinite lives, and no goodwill. In addition, NSP-Wisconsin, PSCo and SPS have no intangible assets with finite lives.

With respect to NSP-Minnesota’s intangible assets that will continue to be amortized, aggregate amortization expense recognized in the nine months ended Sept. 30, 2002 was approximately $180,000. The annual aggregate amortization expense for each of the five succeeding years is expected to approximate $240,000. NSP-Minnesota’s intangible assets subject to amortization at Sept. 30, 2002, consisting primarily of deferred employment agreement costs, were as follows:

	Sept. 30, 2002				Dec. 31, 2001
	Gross Carrying		Accumulated		Gross Carrying		Accumulated
(Millions of dollars)	Amount		Amortization		Amount		Amortization
NSP-Minnesota	$	4.9	$	0.5	$	4.9	$	0.3

Asset Valuation — On Jan. 1, 2002, the Utility Subsidiaries adopted SFAS No. 144 — “Accounting for the Impairment or Disposal of Long-Lived Assets,” which supercedes previous guidance for measurement of asset impairments. The Utility Subsidiaries did not recognize any asset impairments as a result of the adoption

Trading Operations — In June 2002, the Emerging Issues Task Force (EITF) of the Financial Accounting Standards Board (FASB) reached a partial consensus on Issue No. 02-3 “Recognition and Reporting Gains and Losses on Energy Trading Contracts under EITF Issue No. 98-10, Accounting for Contracts Involved in Energy Trading and Risk Management Activities” (EITF No. 02-3). The EITF concluded that all gains and losses related to energy trading activities within the scope of EITF No. 98-10 (whether or not settled physically) must be shown net in the statement of income, effective for periods ending after July 15, 2002. Xcel Energy has reclassified revenues from trading activities for all comparable prior periods reported. Such energy trading activities recorded as a component of Electric and Gas Trading Costs which have been reclassified to offset Electric and Gas Trading Revenues to present Electric and Gas Trading Margin on a net basis were as indicated in the table below. These reclassifications had no impact on trading margins or reported net income.

	Quarter ended Sept. 30				Nine months ended Sept. 30
(Millions of dollars)	2002		2001		2002		2001
NSP-Minnesota	$	9	$	—	$	26	$	—
PSCo		534		309		1,327		999

On Oct. 25, 2002, the EITF rescinded EITF No. 98-10. With the rescission of EITF No. 98-10, energy trading contracts that do not also meet the definition of a derivative under SFAS No. 133 — “Accounting for Derivative Instruments and

15

Hedging Activities” (SFAS No. 133) must be accounted for as executory contracts. Contracts previously fair-valued under EITF No. 98-10 that are not also derivatives under SFAS No. 133 must be restated to historical cost through a cumulative effect adjustment. Xcel Energy’s Utility Subsidiaries has not yet evaluated the effect of adopting this decision when required in 2003.

2.     Special Charges (NSP-Minnesota, NSP-Wisconsin, PSCo and SPS)

Regulatory Recovery Adjustment — In late 2001, SPS filed an application requesting recovery of costs incurred to comply with transition to retail competition legislation in Texas and New Mexico. During the first quarter of 2002, SPS entered into a settlement agreement with intervenors regarding the recovery of restructuring costs in Texas, subject to approval by the state regulatory commission. Based on the settlement agreement, SPS wrote off pretax restructuring costs of approximately $5 million.

2002 Restaffing — During the fourth quarter of 2001, Xcel Energy expensed pretax special charges of $39 million for expected staff consolidation costs for an estimated 500 employees in several utility operating and corporate support areas of Xcel Energy. Approximately $36 million of these restaffing costs were allocated to Xcel Energy’s Utility Subsidiaries consistent with service company cost allocation methodologies utilized under the requirements of the PUHCA. In the first quarter of 2002, the identification of affected employees was completed and additional pretax special charges of $9 million were expensed for the final costs of staff consolidations. Approximately $5 million of these restaffing costs were allocated to Xcel Energy’s Utility Subsidiaries. All 564 of accrued staff terminations have occurred.

The following table summarizes the activity related to accrued special charges (reported in other current liabilities) for the first nine months of 2002.

			Accrued
	Dec. 31, 2001		Special					Sept. 30, 2002
(Millions of dollars)	Liability		Charges		Payments			Liability
Utility and corporate employee severance	$	37	$	9	$	(31	)	$	15
Special charge activities for Utility Subsidiaries:
NSP-Minnesota	$	5	$	4	$	(6	)	$	3
NSP-Wisconsin		2		1		(3	)		—
PSCo.		2		—		(2	)		—
SPS		1		—		(1	)		—

Postemployment Benefits — PSCo’s earnings for the second quarter of 2001 were reduced due to a Colorado Supreme Court decision that resulted in a 2001 pretax write-off of $23 million of regulatory assets related to deferred postemployment benefit costs at PSCo.

3.     Business Developments (NSP-Minnesota, NSP-Wisconsin, PSCo and SPS)

TRANSLink Transmission Co., LLC (TRANSLink) — In September 2001, Xcel Energy and several other electric utilities applied to the Federal Energy Regulatory Commission (FERC) to integrate operations of their electric transmission systems into a single system through the formation of TRANSLink, a for-profit, independent transmission-only company. The utilities will participate in TRANSLink through a combination of divestiture, leases and operating agreements. The applicants are: Alliant Energy’s Iowa company (Interstate Power and Light Co.), Corn Belt Power Cooperative, MidAmerican Energy Co., Nebraska Public Power District, Omaha Public Power District and Xcel Energy. The participants believe TRANSLink is the most cost-effective option available to manage transmission and to comply with regulations issued by the FERC in 1999 (known as Order No. 2000) that require investor-owned electric utilities to transfer operational control of their transmission system to an independent regional transmission organization (RTO).

Under the proposal, TRANSLink will be responsible for planning, managing and operating both local and regional transmission assets. TRANSLink will also construct and own new transmission system additions. TRANSLink will collect revenue for the use of Xcel Energy’s transmission assets through a FERC-approved, regulated cost-of-service tariff and will collect its administrative costs through transmission rate surcharges. Transmission service pricing will continue to be regulated by the FERC, but construction and permitting approvals will continue to rest with regulators in the states served by TRANSLink. The participants also have entered into a memorandum of understanding with the Midwest Independent Transmission System Operator, Inc. (MISO) in which they agree that TRANSLink will contract with the MISO for certain other required RTO functions and services. In May 2002, the partners formed TRANSLink Development Company, LLC., which is responsible for pursuing the actions necessary to complete the regulatory approval of TRANSLink Transmission Co., LLC.

16

In April 2002, the FERC gave conditional approval for the applicants to transfer ownership or operations of their transmission systems to TRANSLink and to form TRANSLink as an Independent Transmission Company operating under the umbrella RTO organization of MISO. The FERC conditioned TRANSLink’s approval on the resubmission of its tariff as a separate rate schedule to be administered by the MISO. TRANSLink Development Company made this rate filing in October 2002. Eleven intervenors had requested that the FERC clarify or reconsider elements of the TRANSLink decision. On Nov. 1, 2002, the FERC issued its order supporting the approval of the formation of TRANSLink. The FERC also clarified several issues covered in its April 2002 order. Several state approvals also would be required to implement the proposal, as well as SEC approval. Subject to receipt of required regulatory approvals, TRANSLink is expected to begin operations in the third quarter of 2003.

4.     Restructuring and Regulation (NSP-Minnesota, NSP-Wisconsin, PSCo and SPS)

Colorado

Merger Agreements — Under the Stipulation and Agreement approved by the Colorado Public Utilities Commission (CPUC) in connection with the Xcel Energy merger, PSCo agreed to: 1) file a combined electric, gas and steam rate case in 2002 with new rates effective in January 2003, 2) extend its incentive cost adjustment (ICA) mechanism through Dec. 31, 2002 with an increase in the ICA base rate from $12.78 per megawatt hour to a rate based on the 2001 actual costs, 3) continue the Performance Based Regulatory Plan and the Quality Service Plan through 2006 with an electric department earnings cap of 10.5 percent return on equity for 2002, 4) reduce electric rates annually by $11 million for the period August 2000 to July 2002 and 5) cap merger costs associated with electric operations at $30 million and amortize such costs through 2002.

Incentive Cost Adjustment - In early 2002, PSCo filed to increase rates under the ICA to recover the undercollection of electric supply costs through the period ended Dec. 31, 2001 (approximately $14.5 million, which went into effect on June 1, 2002) and to increase the ICA base rate for the recovery of 2002 costs which are projected to be substantially higher than the $12.78 per megawatt hour currently being recovered. PSCo’s actual ICA base costs for 2001 were approximately $19 per megawatt hour. PSCo proposed to increase the ICA base in 2002 to avoid the significant deferral of costs and a large rate increase in 2003, although the Stipulation and Agreement provided for a rate recovery period of April 1, 2003, to March 31, 2004.

On May 10, 2002, the CPUC approved a Settlement Agreement between PSCo and other parties to increase the ICA base rate to $14.88 per megawatt hour, providing for recovery of the deferred 2001 costs and the projected higher 2002 costs over a 34 month period from June 1, 2002, to March 31, 2005. The prudency review and approval of actual costs incurred and recoverable under the ICA for 2001 and 2002 will be conducted in future rate proceedings by the CPUC. PSCo is currently projecting its costs for 2002 to be approximately $50 million to $60 million less than the ICA base allowed using the 2001 test year, resulting in an equal sharing of the difference between retail customers and PSCo. The mechanism for recovering fuel and energy costs for 2003 and later will be addressed in the pending 2002 rate case (discussed below).

General Rate Case - In May 2002, Xcel Energy filed a combined general rate case with the CPUC to address increased costs for providing energy to Colorado customers. The net impact of the filings would increase electric revenue by approximately $220 million annually. This is based on $113 million for fuel and purchased power and $107 million for cost of electric service. In addition, PSCo also requested a decrease in natural gas revenue by approximately $13 million to reflect lower wholesale gas costs. PSCo also requested that its authorized rate of return on equity be set at 12 percent for electricity and 12.25 percent for natural gas.

The current schedule for the rate case, as approved by the CPUC, is as follows:

• November 2002 — intervenor testimony;

• January 2003 — company rebuttal testimony;

• February/March 2003 — hearings; and

• April/May 2003 — rates effective.

Gas Cost Prudence Review — In May 2002, the staff of the CPUC filed testimony in PSCo’s gas cost prudence review case, recommending $6.1 million in disallowances of gas costs for the July 2000 through June 2001 gas purchase year. Hearings were held in July 2002. A decision is expected in late 2002.

17

Texas

Transition to Competition Cost Recovery Application — In December 2001, SPS filed an application with the Public Utility Commission of Texas (PUCT) to recover $20.3 million in costs related to transition to retail competition from the Texas retail customers. These costs were incurred to position SPS for retail competition, which was eventually delayed for SPS. The filing was amended in March 2002 to reduce the recoverable costs by $7.3 million, which were associated with over-earnings for the calendar year 1999. The PUCT approved SPS using the 1999 over-earnings to offset the claims for reimbursement of transition to competition costs. This reduced the requested net collection in Texas to $13.0 million. In April 2002, a unanimous settlement agreement was reached. Final approval by the PUCT was received in May 2002. The stipulation provides for the recovery of $5.9 million through an incremental cost recovery rider and the capitalization of $1.9 million for metering equipment. Based on the settlement agreement, SPS wrote off pretax restructuring costs of approximately $5 million in the first quarter of 2002. Recovery of the $5.9 million began in July 2002.

Fuel Clause Adjustment Mechanisms — The PUCT’s regulations require periodic examination of SPS’ fuel and purchased power costs, the efficiency of the use of such fuel and purchase power, fuel acquisition and management policies and purchase power commitments. SPS is required to file an application for the PUCT to retrospectively review, at least every three years, the operations of a utility’s electricity generation and fuel management activities.

In June 2002, SPS filed its fuel reconciliation for calendar years 2000 and 2001 in the amount of $608 million. A pre-hearing conference was held in October 2002 and discovery in this case is in process. Hearings are scheduled for March 2003.

Minnesota

Metro Emissions Reduction Program - In July 2002, NSP-Minnesota filed for approval by the MPUC, a proposal to invest in existing NSP-Minnesota generation facilities to reduce emissions under the terms of legislation adopted by the 2001 Minnesota Legislature. The proposal includes the installation of state-of-the-art pollution control equipment at the A. S. King plant and conversion from coal to natural gas at the High Bridge and Riverside plants. Under the proposal, major construction would start in 2005 and be completed in 2009. Under the terms of the statute, the filing concurrently seeks approval of a rate recovery mechanism for the costs of the proposal, estimated to be a total of $1.1 billion. The rate recovery would be through an annual automatic adjustment mechanism authorized by 2001 legislation, outside a general rate case, and is proposed to be effective at the expiration of the NSP-Minnesota merger rate freeze, which extends through 2005 unless certain exemptions are triggered. The rate recovery proposed by NSP-Minnesota would allow recovery of financing costs of capital expenditures prior to the in-service date of each plant. The proposal is pending comments by interested parties. Other regulatory approvals, such as environmental permitting, are needed before the proposal can be implemented.

Renewable Cost Recovery Tariff - In April 2002, NSP-Minnesota also filed for MPUC authorization to recover in retail rates the costs of electric transmission facilities constructed to provide transmission service for renewable energy. The rate recovery would be through an automatic adjustment mechanism authorized by 2001 legislation, outside a general rate case, and is proposed to be effective Jan. 1, 2003. In July 2002, the Minnesota Department of Commerce filed comments supporting approval of the tariff mechanism, subject to certain modifications that are generally acceptable to Xcel Energy.

Minnesota Financial and Service Quality Investigation — On Aug. 8, 2002, the MPUC asked for additional information related to the impact of NRG’s financial circumstances on NSP-Minnesota. Subsequent to that date, several newspaper articles alleged concerns about the reporting of service quality data and NSP-Minnesota’s overall maintenance practices. In an order dated Oct. 22, 2002, the MPUC opened an investigation into the accuracy of NSP-Minnesota’s reliability records and to allow for further review of its maintenance and other service quality measures. In addition, the order requires a number of reporting requirements regarding financial information and work with interested parties on various issues to ensure NSP-Minnesota’s commitments are fulfilled. The Minnesota Department of Commerce and Office of Attorney General have begun their investigation. There is no scheduled date for completion.

Wisconsin

Retail Electric Fuel Rates — In August 2002, NSP-Wisconsin filed an application with the Public Service Commission of Wisconsin (PSCW), requesting a decrease in Wisconsin retail electric rates for fuel costs. The amount of the proposed rate decrease is approximately $6.3 million on an annual basis. The reasons for the decrease include moderate weather, lower than forecast market power costs, and optimal plant availability. On Aug. 7, 2002, the PSCW issued an order approving the fuel rate credit. The rate credit went into effect on Aug. 12, 2002.

18

On Oct. 9, 2002, NSP-Wisconsin filed an application with the PSCW requesting another decrease in Wisconsin retail electric rates for fuel costs. The incremental amount of the second proposed rate decrease was approximately $5 million on an annual basis. The reasons for the additional decrease include continued moderate weather; lower than forecast market power costs, and optimal plant availability. On Oct. 16, 2002, the PSCW issued an order approving the revised fuel rate credit, effective Oct. 19, 2002.

Michigan Transfer Pricing- On Oct. 3, 2002, the Michigan Public Service Commission denied NSP-Wisconsin’s request for a waiver of the section of the Michigan Electric Code of Conduct (Michigan Code) dealing with transfer pricing policy. The Michigan Code requires the price of goods and services provided by an affiliate to NSP-Wisconsin be at the lower of market price or cost plus 10 percent, and the price of goods and services provided by NSP-Wisconsin to an affiliate be at the higher of cost or market price. NSP-Wisconsin requested the waiver based on its belief that the Michigan Code conflicts with SEC requirements to price goods and services provided between affiliates at cost. In November 2002, NSP-Wisconsin filed a request for reconsideration of the Oct. 3, 2002 order.

Federal Energy Regulatory Commission

Standard Market Design Rulemaking — In July 2002 the FERC issued a Notice of Proposed Rulemaking on Standard Market Design rulemaking for regulated utilities. If implemented as proposed, the Rulemaking will substantially change how wholesale markets operate throughout the United States. The proposed rulemaking expands the FERC’s intent to unbundle transmission operations from integrated utilities and ensure robust competition in wholesale markets. The rule contemplates that all wholesale and retail customers will be on a single network transmission service tariff. The rule also contemplates the implementation of a bid-based system for buying and selling energy in wholesale markets. RTOs or Independent Transmission Providers will administer the market. RTOs will also be responsible for creating regional plans that identify opportunities to construct new transmission, generation or demand side programs to reduce transmission constraints and meet regional energy requirements. Finally, the Rule envisions the development of Regional Market Monitors responsible for ensuring that individual participants do not exercise unlawful market power. Comments to the rules are due in the fourth quarter of 2002 and first quarter of 2003. The FERC recently extended the comment period but anticipates that the final rules will be in place in 2003 and the contemplated market changes will take place in 2003 and 2004.

Standards of Conduct Rulemaking — In October 2001, the FERC issued a Notice of Proposed Rulemaking proposing to adopt new standards of conduct rules applicable to all jurisdictional electric and natural gas transmission providers. The proposed rules would replace the current rules governing the electric transmission and wholesale electric functions of the Utility Subsidiaries and the rules governing the natural gas transportation and wholesale gas supply functions. The proposed rules would expand the definition of “affiliate” and further limit communications between transmission functions and supply functions, and could materially increase operating costs of the Utility Subsidiaries. In April 2002, the FERC staff issued a reaction paper, generally rejecting the comments of parties opposed to the proposed rules. Though final rules were expected by year-end 2002, they may be delayed while the FERC pursues development of its Standard Market Design Rulemaking.

FERC Investigation — On May 8, 2002, the FERC ordered all sellers of wholesale electricity and/or ancillary services to the California Independent System Operator or Power Exchange, including PSCo, to respond to data requests, including requests for admissions with respect to certain trading strategies in which the companies may have engaged. The investigation is in response to memoranda prepared by Enron Corporation that detail certain trading strategies engaged in 2000 and 2001, which may have violated market rules. On May 22, 2002, Xcel Energy reported to the FERC that it had not engaged directly in any of the trading strategies identified in the May 8th inquiry.

However, Xcel Energy also reported that at times during 2000 and 2001, its regulated operations did sell energy to another energy company that may then have re-sold the electricity for delivery into California as part of an overstated electricity load in schedules submitted to the California Independent System Operator. During that period, the regulated operations of Xcel Energy made sales to the other electricity provider of approximately 8,000 megawatt hours in the California intra-day market, which resulted in revenues to Xcel Energy of approximately $1.5 million. Xcel Energy cannot determine from its records what part of such sales were associated with overschedules.

To supplement the May 8th request, on May 21, 2002, the FERC ordered all sellers of wholesale electricity and/or ancillary services in the United States portion of the Western Systems Coordinating Council during 2000 and 2001 to report whether they had engaged in activities referred to as “wash,” “round trip” or “sell/buyback” trading. On May 31, 2002, Xcel Energy reported to the FERC that it had not engaged in so-called “round trip” electricity trading identified in the May 21st inquiry.

19

On May 13, 2002, Xcel Energy reported that PSCo had engaged in a group of transactions in 1999 and 2000 with the trading arm of Reliant Resources in which PSCo bought a quantity of power from Reliant and simultaneously sold the same quantity back to Reliant. For doing this, PSCo normally received a small profit. PSCo made a total pretax profit of approximately $110,000 on these transactions. Also, PSCo engaged in one trade with Reliant in which PSCo simultaneously bought and sold power at the same price without realizing any profit. The purpose of this nonprofit transaction was in consideration of future for-profit transactions. PSCo engaged in these transactions with Reliant for the proper commercial objective of making a profit. It did not enter into these transactions to inflate volumes or revenues.

In addition, the FERC is assessing whether to set for hearing the justness and reasonableness of rates charged in the Pacific Northwest from Dec. 25, 2000 through June 20, 2001. The FERC directed that an administrative law judge hold a hearing and make a preliminary assessment as to whether it should undertake such an investigation. On Sept. 25, 2001, an administrative law judge concluded that no further proceedings should be held. Various parties have sought rehearing of that order and have requested that the record be reopened in light of the disclosure of the Enron trading strategies. The proceeding is pending before the FERC.

Golden Spread Complaints — Golden Spread Electric Power Cooperative, Inc. ("Golden Spread") and SPS are parties to a commitment and dispatch agreement pursuant to which SPS commits and dispatches the combined resources of both entities to meet their combined load requirements. Under this agreement, SPS purchases a significant amount of energy from Golden Spread at rates designed to share the savings between both parties. Golden Spread has filed a complaint at the FERC contending that SPS has underpaid it for the power it has supplied under the agreement by not providing it with an appropriate share of the savings that SPS has achieved. SPS in turn has filed a complaint at the FERC contending that Golden Spread has improperly inflated various cost components of the rate calculation. FERC has set both complaints for investigation and hearing, but has deferred the hearing pending settlement proceedings. The matter is now before a settlement judge. Even if SPS is required to pay more to Golden Spread for power purchased under this agreement, it believes that the amounts will likely be recoverable customers under applicable fuel clauses.

FERC Transmission Inquiry — The FERC has begun a formal, non-public inquiry relating to the treatment by public utility companies of affiliates in generator interconnection and other transmission matters. In connection with the inquiry, the FERC has asked Xcel Energy’s Utility Subsidiaries for certain information and documents. Xcel Energy’s Utility Subsidiaries are complying with the request.

Securities and Exchange Commission/Commodity Futures Trading Commission

SEC and CFTC Subpoenas — Xcel Energy has received a subpoena from the SEC for documents concerning “round trip” trades, as defined in the SEC subpoena, in electricity and natural gas with Reliant Resources, Inc. for the period Jan. 1, 1999, to the present. The SEC subpoena is issued pursuant to a formal order of private investigation that does not name Xcel Energy. Based upon accounts in the public press, management believes that similar subpoenas in the same investigations have been served on other industry participants. Xcel Energy and PSCo are cooperating with the regulators and taking steps to assure satisfactory compliance with the subpoenas.

Xcel Energy and PSCo have also received subpoenas from the Commodity Futures Trading Commission for documents and other information concerning these so-called “round trip” trades and other trading in electricity and natural gas for the period Jan. 1, 1999 to the present involving Xcel Energy or any of its subsidiaries.

5.     Commitments and Contingent Liabilities (NSP-Minnesota, NSP-Wisconsin, PSCo and SPS)

Lawsuits and claims arise in the normal course of business. Management, after consultation with legal counsel, has recorded an estimate of the probable cost of settlement or other disposition of them.

Xcel Energy’s Utility Subsidiaries have been or are currently involved with the cleanup of contamination from certain hazardous substances at several sites. In many situations, Xcel Energy’s Utility Subsidiaries are pursuing, or intend to pursue, insurance claims and believe they will recover some portion of these costs through such claims. Additionally, where applicable, Xcel Energy’s Utility Subsidiaries are pursuing, or intend to pursue, recovery from other potentially responsible parties and through the rate regulatory process. To the extent any costs are not recovered through the options listed above, Xcel Energy’s Utility Subsidiaries would be required to recognize an expense for such unrecoverable amounts.

The circumstances set forth in Notes 13 and 14 to the financial statements in NSP-Minnesota’s, NSP-Wisconsin’s, PSCo’s and SPS’ Annual Reports on Form 10-K for the year ended Dec. 31, 2001, appropriately represent, in all material respects, the current status of commitments and contingent liabilities, including those regarding public liability for claims resulting from any nuclear incident and are incorporated herein by reference. Following are unresolved contingencies, which are material to the financial position of Xcel Energy’s Utility Subsidiaries:

• Tax Matters — Tax deductibility of corporate owned life insurance loan interest.

Environmental Contingencies

PSCo Notice of Violation — On Nov. 3, 1999, the United States Department of Justice filed suit against a number of electric utilities for alleged violations of the Clean Air Act’s New Source Review (NSR) requirements related to alleged modifications of electric generating stations located in the South and Midwest. Subsequently, the United States Environmental Protection Agency (EPA) also issued requests for information pursuant to the Clean Air Act to numerous other electric utilities, including Xcel Energy, seeking to determine whether these utilities engaged in activities that may

20

have been in violation of the NSR requirements. In 2001, Xcel Energy responded to EPA’s initial information requests related to PSCo plants in Colorado.

On July 1, 2002, PSCo received a Notice of Violation (NOV) from the United States Environmental Protection Agency (EPA) alleging violations of the New Source Review (NSR) requirements of the Clean Air Act at the Comanche and Pawnee Stations in Colorado. The NOV specifically alleges that various maintenance, repair and replacement projects undertaken at the plants in the mid- to late-1990s should have required a permit under the NSR process. PSCo believes it acted in full compliance with the Clean Air Act and NSR process. It believes that the projects identified in the NOV fit within the routine maintenance, repair and replacement exemption contained within the NSR regulations or are otherwise not subject to the NSR requirements. PSCo also believes that the projects would be expressly authorized under the EPA’s NSR policy announced by the EPA administrator on June 22, 2002. PSCo disagrees with the assertions contained in the NOV and intends to vigorously defend its position.

If the EPA is successful in any subsequent litigation regarding the issues set forth in the NOV or any matter arising as a result of its information requests, it could require PSCo to install additional emission control equipment at the facilities and pay civil penalties. Civil penalties are limited to not more than $25,000 to $27,500 per day for each violation. The ultimate financial impact to PSCo is not determinable at this time.

NSP-Minnesota NSR Information Request — As stated previously, on Nov. 3, 1999, the United States Department of Justice filed suit against a number of electric utilities for alleged violations of the NSR requirements related to alleged modifications of electric generating stations located in the South and Midwest. Subsequently, the EPA also issued requests for information pursuant to the Clean Air Act to numerous other electric utilities, including Xcel Energy, seeking to determine whether these utilities engaged in activities that may have been in violation of the NSR requirements. In 2001, Xcel Energy responded to EPA’s initial information requests related to NSP-Minnesota plants in Minnesota. On May 22, 2002, EPA issued a follow-up information request to Xcel Energy seeking additional information regarding NSR compliance at its plants in Minnesota. Xcel Energy is in the process of responding to the follow-up request.

NSP-Wisconsin Ashland Manufactured Gas Plant Site — NSP-Wisconsin was named as one of three potentially responsible parties (PRP) for creosote and coal tar contamination at a site in Ashland, Wis. The Ashland site includes property owned by NSP-Wisconsin and two other properties: an adjacent city lakeshore park area and a small area of Lake Superior’s Chequemegon Bay adjoining the park.

Estimates of the ultimate cost to remediate the Ashland site vary from $4 million to $93 million, depending on the final remediation option chosen by the EPA and the Wisconsin Department of Natural Resources (WDNR). The EPA and WDNR have not yet selected the final method of remediation to use at the site. In the interim, NSP-Wisconsin has recorded a liability for an estimate of its share of the cost of remediating the portion of the Ashland site that it owns, using information available to date, reasonably effective remedial methods and considering the results of ongoing negotiations with governmental authorities overseeing the remediation.

On Sept. 5, 2002, the Ashland site was placed on the National Priorities List (NPL). The NPL is intended primarily to guide the EPA in determining which sites require further investigation. Resolution of Ashland remediation issues is not expected until 2003 or 2004.

NSP-Wisconsin Plant Emissions — NSP-Wisconsin’s French Island plant generates electricity by burning a mixture of wood waste and refuse derived fuel. The fuel is derived from municipal solid waste furnished under a contract with La Crosse County, Wisconsin. In October 2000, the EPA reversed a prior decision and found that the plant was subject to the federal large combustor regulations. Those regulations became effective on Dec. 19, 2000. NSP-Wisconsin did not have adequate time to install the emission controls necessary to come into compliance with the large combustor regulations by the compliance date. As a result, on March 29, 2001, the EPA issued a finding of violation to the company. Although NSP-Wisconsin disputes the EPA decision, if successful, the EPA could impose fines up to $27,500 per day for each violation. On April 2, 2001, a conservation group sent NSP-Wisconsin a notice of intent to sue under the citizen suit provisions of the Clean Air Act.

On July 27, 2001, the state of Wisconsin filed a lawsuit against NSP-Wisconsin in the Wisconsin Circuit Court for La Crosse County, contending that NSP-Wisconsin exceeded dioxin emission limits on numerous occasions between July 1995 and December 2000 at French Island. On Sept. 3, 2002, the Wisconsin Circuit Court approved a settlement between NSP-Wisconsin and the state of Wisconsin. Under terms of that settlement, NSP-Wisconsin paid a penalty of approximately $168,000 and agreed to contribute $300,000 to an environmental project near the plant. The settlement resolves all claims identified in the state’s complaint against NSP-Wisconsin.

21

On Aug. 15, 2001, NSP-Wisconsin received a Certificate of Authority to install control equipment necessary to bring the French Island plant into compliance with the large combustor regulations. NSP-Wisconsin began construction of the new air quality equipment on Oct. 1, 2001. NSP-Wisconsin has reached an agreement in principle with La Crosse County through which La Crosse County will pay for the extra emissions equipment required to comply with the EPA regulation. Installation of the control equipment has been completed and source tests on one unit confirm that the unit is now in compliance with the state and federal dioxin standards. NSP-Wisconsin will test the remaining unit during the fourth quarter of 2002.

Legal Contingencies

California Litigation — Public Utility District No. 1 of Snohomish County, Washington, has filed a suit against Xcel Energy in the United States District Court for the Central District of California contending that various of its trading strategies, as reported to the FERC in response to that agency’s investigation of trading strategies discussed above, violated the California Business and Professions Code. Public Utility District No. 1 of Snohomish County contends that the effect of those strategies was to increase amounts that it paid for wholesale power in the spot market in the Pacific Northwest. Xcel Energy and other defendants intend to request the case be dismissed in its entirety. A hearing on the motion to dismiss is scheduled for Dec. 19, 2002.

In addition, the California Attorney General’s Office has informed PSCo that it may raise claims against PSCo under the California Business and Professions Code with respect to the rates that PSCo has charged for wholesale sales and PSCo’s reporting of those charges to the FERC. PSCo has had preliminary discussions with the California Attorney General’s Office, and has expressed the view that FERC is the appropriate forum for the concerns that it has raised.

6.     Short-Term Borrowings and Financing Activities (NSP-Minnesota and PSCo)

NSP-Minnesota

At Sept. 30, 2002, NSP-Minnesota had approximately $100 million of short-term debt outstanding at a weighted average interest rate of 4.75 percent.

In July 2002, NSP-Minnesota issued $185 million of unsecured bonds. The bonds have a fixed interest rate of 8 percent and mature in 2042.

In August 2002, NSP-Minnesota issued $450 million of first mortgage bonds. These bonds carry a fixed interest rate of 8 percent and mature in 2012.

In August 2002, in connection with its 364 day $300 million credit agreement renewal, NSP-Minnesota also issued $308 million of first mortgage bonds, due Aug. 15, 2003 to Wells Fargo Bank, N.A. pursuant to the credit agreement. The obligations under the credit agreement will be secured by this series of bonds.

In August 2002, NSP-Minnesota closed on the conversion of several bonds totaling $196 million from variable rate to a fixed rate of 8.5 percent. The first call date on these bonds is Aug. 27, 2012. As part of the conversion, $69 million of the bonds were collateralized with first mortgage bonds. The remaining bonds were collateralized in 1997.

PSCo

At Sept. 30, 2002, PSCo had approximately $88 million of short-term debt outstanding at a weighted average interest rate of 2.82 percent.

In September 2002, PSCo issued $600 million of first collateral trust bonds at a fixed interest rate of 7.875 percent and mature in 2012.

In September 2002, PSCo issued and delivered $530 million of first collateral trust bonds to a certain bank to secure its payment obligations under its $530 million, 364 day credit facility and $48.75 million of first collateral trust bonds to an insurance company to secure insurance obligations related to its 5.1 percent pollution control bonds, series due Jan. 1, 2019.

7.     Derivative Valuation and Financial Impacts (NSP-Minnesota, PSCo and SPS)

Xcel Energy’s Utility Subsidiaries analyzes derivative financial instruments in accordance with SFAS No. 133. This statement requires that all derivative financial instruments be recorded on the balance sheet at fair value unless exempted. Changes in a derivative instrument’s fair value must be recognized currently in earnings unless the derivative

22

has been designated in a qualifying hedging relationship. The application of hedge accounting allows a derivative instrument’s gains and losses to offset related results of the hedged item in the income statement, to the extent effective. SFAS No. 133 requires that the hedging relationship be highly effective and that a company formally designate a hedging relationship to apply hedge accounting.

The components of SFAS No. 133 impacts on Other Comprehensive Income, included in stockholders’ equity, are detailed in the following table:

	Nine months ended Sept. 30, 2002
	NSP-
(Millions of dollars)	Minnesota			PSCo			SPS
Accumulated other comprehensive income (loss) related to SFAS No. 133 — Jan 1, 2002	$	0.1		$	(4.3	)	$	(4.4	)
After-tax net unrealized (losses) gains related to derivatives accounted for as hedges		—			(5.1	)		0.4
After-tax net realized (gains) losses on derivative transactions reclassified into earnings		(0.1	)		9.7			(0.3	)
Accumulated other comprehensive income (loss) related to SFAS No. 133 — Sept 30, 2002	$	—		$	0.3		$	(4.3	)

	Nine months ended Sept. 30, 2001
	NSP-
(Millions of dollars)	Minnesota		PSCo			SPS
Net unrealized transition gain (loss) at adoption, Jan. 1, 2001	$	—	$	1.6		$	(2.6	)
After-tax net unrealized losses related to derivatives accounted for as hedges		—		(27.0	)		(2.2	)
After-tax net realized losses on derivative transactions reclassified into earnings		—		26.2			0.4
Accumulated other comprehensive income (loss) related to SFAS
No. 133 — Sept. 30, 2001	$	—	$	0.8		$	(4.4	)

PSCo recorded pretax losses in Electric Fuel and Purchased Power of $0.6 million and $1.2 million for the three months ended Sept. 30, 2002 and 2001, respectively, due to the effects of SFAS No. 133. PSCo recorded pretax gains in Electric Fuel and Purchased Power expense of $0.4 million and pretax losses of $1.0 million for the nine months ended Sept. 30, 2002 and 2001, respectively, due to the effects of SFAS No. 133. During these periods, there was no impact on earnings related to SFAS No. 133 for NSP-Minnesota and SPS.

Normal Purchases or Normal Sales

Xcel Energy’s Utility Subsidiaries enter into fixed price contracts for the purchase and sale of various commodities for use in their business operations. SFAS No. 133 requires a company to evaluate these contracts to determine whether the contracts are derivatives. Certain contracts that literally meet the definition of a derivative may be exempted from SFAS No. 133 as normal purchases or normal sales. Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. Contracts that meet the requirements of normal are documented as normal and exempted from the accounting and reporting requirements of SFAS No. 133.

Xcel Energy’s Utility Subsidiaries evaluate all of their contracts when such contracts are entered into to determine if they are derivatives and, if so, if they qualify and meet the normal designation requirements under SFAS No. 133. None of the contracts entered into within the trading operations are considered normal under the provisions of SFAS No. 133.

Normal purchases and normal sales contracts are accounted for as executory contracts as required under other generally accepted accounting principles.

Cash Flow Hedges

NSP-Minnesota, PSCo and SPS enter into derivative instruments to manage their respective exposure to changes in commodity prices. These derivative instruments take the form of fixed price, floating price or index sales or purchases

23

and options, such as puts, calls and swaps. These derivative instruments are designated as cash flow hedges for accounting purposes and the changes in the fair value of these instruments are recorded as a component of Other Comprehensive Income. At Sept. 30, 2002, NSP-Minnesota, PSCo and SPS had various commodity related contracts through the next 12 months. Earnings on these cash flow hedges are recorded as the hedged purchase or sales transaction is completed. This could include the physical sale of electric energy or the usage of natural gas to generate electric energy. As of Sept. 30, 2002, PSCo and SPS expect to reclassify into earnings through September 2003 net gains from Other Comprehensive Income of approximately $0.3 million and $0.4 million, respectively. NSP-Minnesota does not expect to reclassify any gains (losses) into earnings through September 2003.

As required by SFAS No. 133, PSCo recorded losses of $0.6 million related to ineffectiveness on commodity cash flow hedges during the three months ended Sept. 30, 2002. There were no gains (losses) recorded during the three months ended Sept. 30, 2001. PSCo recorded gains of $0.4 million and losses of $1.0 million related to ineffectiveness on commodity cash flow hedges during the nine months ended Sept. 30, 2002 and 2001, respectively. PSCo recorded losses of $1.2 million for the three months ended Sept. 30, 2001 related to derivative financial instruments excluded from the assessment of effectiveness. There were no gains (losses) recorded during the nine months ended Sept. 30, 2001. In 2001, an immaterial amount related to cash flow hedges that were discontinued because the hedged transactions were no longer probable.

SPS enters into interest rate swap instruments that effectively fix the interest payments on certain floating rate debt obligations. These derivative instruments are designated as cash flow hedges for accounting purposes and the change in the fair value of these instruments is recorded as a component of Other Comprehensive Income. SPS expects to reclassify into earnings through September 2003 net losses from Other Comprehensive Income of approximately $0.8 million.

Hedge effectiveness is recorded based on the nature of the item being hedged. Hedging transactions for the sales of electric energy are recorded as a component of revenue, hedging transactions for fuel used in energy generation are recorded as a component of fuel costs and hedging transactions for interest rate swaps are recorded as a component of interest expense.

Derivatives Not Qualifying for Hedge Accounting

NSP-Minnesota and PSCo have trading operations that enter into derivative instruments. These derivative instruments are accounted for on a mark-to-market basis in their respective Consolidated Statements of Income. All financial derivative instruments are recorded at the amount of the gain or loss from the transaction within Operating Revenues on the Consolidated Statements of Income.

8.     Pension Plan Funding and Costs (NSP-Minnesota, NSP-Wisconsin, PSCo and SPS)

As disclosed in the 2001 Annual Report on Form 10-K, all of the Xcel Energy pension plans were fully funded and had no cash funding requirements as of Dec. 31, 2001. Investment performance on plan assets during 2002 has resulted in a deterioration of the funded status of the plans compared to 2001. Xcel Energy's pension plans, in the aggregate, were still fully funded as of Sept. 30, 2002 and, with minimal investment volatility for the rest of 2002, are expected to remain fully funded at year-end. Depending on final 2002 investment performance, some smaller plans within the group may be underfunded at Dec. 31, 2002.

However, no cash funding to any of Xcel Energy's pension plans was required for 2002 or is expected for 2003 under ERISA regulations. The level of discretionary funding allowed for 2003 and 2004, if made, would not have a material impact on pension costs. Plan investment performance in the past several years has increased Xcel Energy pension costs due to the difference between assumed asset returns reflected in actuarially determined costs, and actual return levels. Annual 2002 pension costs recognized will be approximately $6 million more than comparable 2001 levels. Xcel Energy currently expects that costs to be recognized in 2003 may increase by approximately $40 million in relation to 2002 levels due to the impacts of lower-than-expected asset returns over the past few years.

Depending on final 2002 pension plan investment performance, some of the smaller Xcel Energy plans may have to record a minimum pension liability at Dec. 31, 2002. Based on year-to-date 2002 investment performance, Xcel Energy is estimating that a minimum liability may occur (mainly at PSCo) and be in the range of $100 million to $150 million, with a corresponding reduction in shareholder's equity (other comprehensive income) for the unrealized loss on pension assets. Recording a minimum pension liability, if necessary, would have no impact on PSCo or Xcel Energy earnings.

9.     Segment Information (NSP-Minnesota, NSP-Wisconsin, PSCo and SPS)

Xcel Energy’s Utility Subsidiaries each have two reportable segments, Electric Utility and Gas Utility, with the exception of SPS, which has only an Electric Utility reportable segment. Trading operations are not a reportable segment; electric trading results (net of trading costs) are included in the Electric Utility segment.

(Thousands of dollars)

NSP-Minnesota

		Electric		Gas			All			Consolidated
		Utility		Utility			Other			Total
Three months ended Sept. 30, 2002
Revenues from:
External customers		$	713,946	$	31,184		$	6,836		$	751,966
Internal customers			168		2			—			170
	Total revenue		714,114		31,186			6,836			752,136
Segment net income		$	79,906	$	(5,181	)	$	8,267		$	82,992
Sept. 30, 2001
Revenues from:
External customers		$	765,421	$	51,689		$	9,408		$	826,518
Internal customers			186		2			—			188
	Total revenue		765,607		51,691			9,408			826,706
Segment net income (loss)		$	80,381	$	(4,201	)	$	(90	)	$	76,090

24

		Electric		Gas		All			Consolidated
		Utility		Utility		Other			Total
Nine months ended Sept. 30, 2002
Revenues from:
External customers		$	1,816,593	$	308,473	$	18,800		$	2,143,866
Internal customers			463		31		—			494
	Total revenue		1,817,056		308,504		18,800			2,144,360
Segment net income		$	146,606	$	3,041	$	8,802		$	158,449
Sept. 30, 2001
Revenues from:
External customers		$	2,033,549	$	497,215	$	36,552		$	2,567,316
Internal customers			532		146		—			678
	Total revenue		2,034,081		497,361		36,552			2,567,994
Segment net income (loss)		$	161,171	$	13,833	$	(341	)	$	174,663

NSP-Wisconsin

		Electric		Gas			All		Consolidated
		Utility		Utility			Other		Total
Three months ended Sept. 30, 2002
Revenues from:
External customers		$	121,539	$	8,213		$	541	$	130,293
Internal customers			39		(100	)		—		(61	)
	Total revenue		121,578		8,113			541		130,232
Segment net income		$	11,589	$	865		$	42	$	12,496
Sept. 30, 2001
Revenues from:
External customers		$	122,862	$	8,566		$	125	$	131,553
Internal customers			35		523			—		558
	Total revenue		122,897		9,089			125		132,111
Segment net income (loss)		$	10,643	$	(2,016	)	$	—	$	8,627
Nine months ended Sept. 30, 2002
Revenues from:
External customers		$	348,564	$	66,752		$	652	$	415,968
Internal customers			125		600			—		725
	Total revenue		348,689		67,352			652		416,693
Segment net income		$	36,916	$	5,873		$	76	$	42,865
Sept. 30, 2001
Revenues from:
External customers		$	340,604	$	95,200		$	336	$	436,140
Internal customers			128		1,415			—		1,543
	Total revenue		340,732		96,615			336		437,683
Segment net income		$	22,172	$	2,961		$	—	$	25,133

PSCo

		Electric		Gas		All		Consolidated
		Utility		Utility		Other		Total
Three months ended Sept. 30, 2002
Revenues from:
External customers		$	500,087	$	89,425	$	4,535	$	594,047
Internal customers			74		5		—		79
	Total revenue		500,161		89,430		4,535		594,126
Segment net income		$	48,644	$	10,401	$	7,922	$	66,967
Sept. 30, 2001
Revenues from:
External customers		$	633,634	$	153,300	$	4,354	$	791,288
Internal customers			31		557		—		588
	Total revenue		633,665		153,857		4,354		791,876
Segment net income		$	51,951	$	5,868	$	9,148	$	47,947

25

Nine months ended		Electric		Gas		All		Consolidated
Sept. 30, 2002		Utility		Utility		Other		Total
Revenues from:
External customers		$	1,387,179	$	521,826	$	17,513	$	1,926,518
Internal customers			194		32		—		226
	Total revenue		1,387,373		521,858		17,513		1,926,744
Segment net income		$	140,208	$	37,176	$	18,636	$	196,020
Sept. 30, 2001
Revenues from:
External customers		$	1,863,509	$	984,711	$	23,422	$	2,871,642
Internal customers			97		1,680		—		1,777
	Total revenue		1,863,606		986,391		23,422		2,873,419
Segment net income		$	171,835	$	27,503	$	22,300	$	221,638

SPS

SPS operates in the regulated electric utility industry, providing wholesale and retail electric service in the states of Texas, New Mexico, Kansas and Oklahoma. Revenues from external customers were $291.9 million and $387.2 million for the three months ended Sept. 30, 2002 and 2001, respectively. Revenues from external customers were $770.5 million and $1,088.2 million for the nine months ended Sept. 30, 2002 and 2001, respectively.

10.     Comprehensive Income (NSP-Minnesota, NSP-Wisconsin, PSCo, SPS)

NSP-Minnesota

The components of total comprehensive income are shown below:

		Three months ended					Nine months ended
(Thousands of dollars)		Sept. 30,					Sept. 30,
		2002			2001		2002			2001
Net income		$	82,992		$	76,090	$	158,449		$	174,663
Other comprehensive loss:
	After-tax net unrealized losses on derivatives accounted for as hedges (see Note 7)		(575	)		—		—			—
	After-tax net realized losses (gains) on derivative transactions reclassified into earnings (see Note 7)		217			—		(120	)		—
	Unrealized loss on marketable securities		(6	)		—		(11	)		—
Other comprehensive loss			(364	)		—		(131	)		—
Comprehensive income		$	82,628		$	76,090	$	158,318		$	174,663

The accumulated comprehensive income in stockholder’s equity at Sept. 30, 2002, relates to valuation adjustments on derivative financial instruments and hedging activities and the mark-to-market components of our marketable securities.

NSP-Wisconsin

For NSP-Wisconsin, comprehensive income equals net income for the quarter and nine months ended Sept. 30, 2002 and 2001.

26

PSCo

The components of total comprehensive income are shown below:

		Three months ended						Nine months ended
(Thousands of dollars)		Sept. 30,						Sept. 30,
		2002			2001			2002			2001
Net income		$	66,967		$	47,947		$	196,020		$	221,638
Other comprehensive income: Cumulative effect of accounting change-net unrealized transition gain upon adoption of SFAS No. 133			—			—			—			1,649
	After-tax net unrealized losses on derivatives accounted for as hedges (see Note 7)		(14,157	)		(9,504	)		(5,139	)		(26,998	)
	After-tax net realized losses on derivative transactions reclassified into earnings (see Note 7)		14,766			10,429			9,771			26,176
Other comprehensive income			609			925			4,632			827
Comprehensive income		$	67,576		$	48,872		$	200,652		$	222,465

The accumulated comprehensive income in stockholder’s equity at Sept. 30, 2002 and 2001, relates to valuation adjustments on derivative financial instruments and hedging activities and the mark-to-market component of our marketable securities.

SPS

The components of total comprehensive income are shown below:

		Three months ended					Nine months ended
(Thousands of dollars)		Sept. 30					Sept. 30
		2002			2001		2002			2001
Net income		$	31,741		$	47,709	$	59,918		$	94,060
Other comprehensive (loss) income: Cumulative effect of accounting change-net unrealized transition loss upon adoption of SFAS No. 133			—			—		—			(2,626	)
	After-tax net unrealized (losses) gains on derivatives accounted for as hedges (see Note 7)		(435	)		184		450			(2,239	)
	After-tax net realized (gains) losses on derivative transactions reclassified into earnings (see Note 7)		(422	)		162		(303	)		406
Other comprehensive (loss) income			(857	)		346		147			(4,459	)
Comprehensive income		$	30,884		$	48,055	$	60,065		$	89,601

The accumulated comprehensive loss in stockholder’s equity at Sept. 30, 2002 and 2001, relates to valuation adjustments on derivative financial instruments and hedging activities.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

Except for the supplemental discussion of NRG credit impacts provided below, discussion of financial condition and liquidity for the Utility Subsidiaries of Xcel Energy are omitted per conditions set forth in general instructions H (1) (a) and (b) of Form 10-Q for wholly owned subsidiaries. It is replaced with management’s narrative analysis and the results of operations set forth in general instructions H (2) (a) of Form 10-Q for wholly owned subsidiaries (reduced disclosure format).

Forward-Looking Information

The following discussion and analysis by management focuses on those factors that had a material effect on the financial condition and results of operations of Xcel Energy’s Utility Subsidiaries during the periods presented, or are expected to have a material impact in the future. It should be read in conjunction with the accompanying unaudited Financial Statements and Notes.

Except for the historical statements contained in this report, the matters discussed in the following discussion and analysis are forward-looking statements that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements are intended to be identified in this document by the words “anticipate,” “estimate,” “expect,” “objective,” “outlook,” “possible,” “potential” and similar expressions. Actual results may vary materially. Factors that could cause actual results to differ materially include, but are not limited to:

• general economic conditions, including their impact on capital expenditures and the ability of Xcel Energy’s Utility Subsidiaries to obtain financing on favorable terms;

• business conditions in the energy industry;

• competitive factors, including the extent and timing of the entry of additional competition in the markets served by the Utility Subsidiaries of Xcel Energy;

27

• unusual weather;

• state and federal legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rate structures and affect the speed and degree to which competition enters the electric and gas markets;

• risks associated with the California and other western power markets; and

• the other risk factors listed from time to time by the Utility Subsidiaries of Xcel Energy in reports filed with the Securities and Exchange Commission (SEC), including Exhibit 99.01 to this Report on Form 10-Q for the quarter ended Sept. 30, 2002.

Market Risks

The Utility Subsidiaries of Xcel Energy are exposed to market risks, including changes in commodity prices and interest rates as disclosed in Management’s Discussion and Analysis in their annual reports on Form 10-K for the year ended Dec. 31, 2001. Commodity price and interest rate risks for the Utility Subsidiaries of Xcel Energy are mitigated in most jurisdictions due to cost-based rate regulation.

The energy market continues to evolve and change as market conditions and participants vary. Xcel Energy and its Utility Subsidiaries have responded to the change to the energy trading market environment and believe there has been no material change in its market risk exposures.

Pending Accounting Changes

SFAS No. 143 — In 2001, the Financial Accounting Standards Board issued SFAS No. 143 — “Accounting for Asset Retirement Obligations.” This statement will require NSP-Minnesota to record its future nuclear plant decommissioning obligations as a liability at fair value with a corresponding increase to the carrying value of the related long-lived asset. The liability will be increased to its present value each period, and the capitalized cost will be depreciated over the useful life of the related long-lived asset. If at the end of the asset’s life the recorded liability differs from the actual obligations paid, SFAS No. 143 requires that a gain or loss be recognized at that time. However, rate-regulated entities may recognize a regulatory asset or liability instead, if the criteria for such treatment are met.

NSP-Minnesota currently follows industry practice by ratably accruing the costs for decommissioning over the approved cost recovery period and including the accruals in accumulated depreciation. At Dec. 31, 2001, NSP-Minnesota recorded and recovered in rates $623 million of decommissioning obligations and had estimated discounted decommissioning cost obligations to be $878 million as of that date.

In current estimates for adoption of the standard on Jan. 1, 2003, the initial value of the liability, including cumulative interest expense through that date, would be approximately $506 million. The decrease in the estimated obligation is due to refinements of assumptions in the SFAS No. 143 calculation, including a higher discount rate and changes in the projected timing and costs for decommissioning (as filed with the MPUC in October 2002). Upon adoption, the capitalized asset would be $49 million, before offset by accumulated depreciation of $35 million. The resulting cumulative effect adjustment for unrecognized depreciation and accretion under the new standard would be approximately $8 million. Management expects that the transition amount would be recoverable in rates and, therefore, would recognize an additional regulatory asset or liability upon adoption of SFAS No. 143 rather than incur a cumulative effect charge against earnings.

SFAS No. 143 also addresses accrued plant removal costs for a limited number of generation, transmission and distribution facilities for the Utility Subsidiaries. When identifiable, SFAS No. 143 requires certain removal costs be reclassified from accumulated depreciation to regulatory liabilities when these costs are recoverable in rates. However, the costs are not currently identifiable for the Utility Subsidiaries and the reclassification under SFAS No. 143 may not be practicable.

Xcel Energy expects to adopt SFAS 143 as required on Jan. 1, 2003.

SFAS No. 145 — In April 2002, the FASB issued SFAS No. 145 — “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections,” that supercedes previous guidance for the reporting of gains and losses from extinguishment of debt and accounting for leases, among other things. The impact of SFAS No. 145 is not expected to be material to any of the Utility Subsidiaries of Xcel Energy.

SFAS No. 146 — In July 2002, the FASB issued SFAS No. 146 — “Accounting for Exit or Disposal Activities,” addressing recognition, measurement and reporting of costs associated with exit and disposal activities, including restructuring activities. The impact of SFAS No. 146 is not expected to be material to any of the Utility Subsidiaries of Xcel Energy.

28

EITF Nos. 02-03 and 98-10 — See Note 1 regarding pending changes related to trading operations and the rescission of EITF 98-10 provisions in 2003.

NRG Credit Impacts on Liquidity and Capital Resources of Utility Subsidiaries

Capital Sources — Short-Term Funding Sources — Since the fourth quarter of 2001, various rating agencies have downgraded credit ratings for Xcel Energy and its subsidiaries, including NRG Energy Inc. (NRG). While NRG’s liquidity and capital requirements have been the focus of the agencies’ concerns, there have been secondary impacts on the credit ratings and capital market access of Xcel Energy’s Utility Subsidiaries. These have not been passed on to ratepayers.

Short-term borrowings as a source of short-term funding is affected by access to reasonably priced capital markets. This access is dependent in part on credit agency reviews. In the past year, credit ratings for Xcel Energy’s Utility Subsidiaries have been adversely affected by NRG’s credit contingencies, despite what management believes is a reasonable separation of NRG’s operations and credit risk from Xcel Energy’s utility operations and financing activities. As of Sept. 30, 2002, the following represents the credit ratings assigned to the Utility Subsidiaries:

Company	Credit Type	Moody's *	Standard & Poor's	Fitch*
NSP-Minnesota NSP-Minnesota NSP-Minnesota NSP-Wisconsin NSP-Wisconsin PSCo PSCo PSCo SPS SPS	Senior Unsecured Debt Senior Secured Debt Commercial Paper Senior Unsecured Debt Senior Secured Debt Senior Unsecured Debt Senior Secured Debt Commercial Paper Senior Unsecured Debt Commercial Paper	Baa1 A3 P2 Baa1 A3 Baa2 Baa1 P2 Baa1 P2	BBB- BBB+ A3 BBB BBB+ BBB- BBB+ A3 BBB A3	BBB BBB+ F2 BBB BBB+ BBB BBB+ F2 BBB F2

* Negative credit watch/negative outlook

In June 2002, the access of Xcel Energy’s Utility Subsidiaries to commercial paper markets was reduced due to lowered credit ratings (shown above). Management believes these credit ratings are unduly low given the separation of NRG’s operations and credit risk from Xcel Energy’s utility operations and financing activities. However, until the ratings are raised, Xcel Energy’s Utility Subsidiaries continue to seek sources of financing (both short- and long-term) other than commercial paper. Xcel Energy’s Utility Subsidiaries used cash or existing credit facilities to repay outstanding commercial paper obligations in July 2002. As of Sept. 30, 2002, Xcel Energy’s Utility Subsidiaries had access to cash (including available capacity under existing credit lines) as follows: $609 million at NSP-Minnesota; $553 million at PSCo; $328 million at SPS and $15 million at NSP-Wisconsin.

On Aug. 15, 2002 NSP-Minnesota obtained an amended and restated credit facility that replaced its $300 million, 364 day fully drawn credit facility. This credit line is structured as a senior revolving facility and is secured by a new series of bonds issued under its First Mortgage Trust Indenture. The new bonds are secured equally with all other bonds outstanding under the Trust Agreement.

In September 2002, PSCo issued and delivered $530 million of first collateral trust bonds to a certain bank to secure its payment obligations under its $530 million, 364 day credit facility.

Capital Requirements — Dividends

The board of directors of Xcel Energy’s Utility Subsidiaries regularly reviews the respective dividend policies of the Utility Subsidiaries. Xcel Energy’s goal is to match future earnings growth with future dividend growth. Future changes to the dividend levels of Xcel Energy’s Utility Subsidiaries are subject to the evaluation and recommendation of the board of directors based on financial performance, cash requirements, and other factors to be considered.

29

NSP-MINNESOTA’S MANAGEMENT’S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

NSP-Minnesota’s net income was approximately $158.4 million for the first nine months of 2002, compared with approximately $174.7 million for the first nine months of 2001. Most of the decrease is due to an unusual income item in 2001 related to conservation cost recovery.

Conservation Incentive Recovery

Operating income and income before income taxes in the first nine months of 2001 were increased by $41 million (before tax) due to the reversal of a MPUC decision.

In June 1999, the MPUC denied NSP-Minnesota recovery of 1998 incentives associated with state-mandated programs for electric energy conservation. NSP-Minnesota recorded a $35 million charge in 1999 based on this action. NSP-Minnesota appealed the MPUC decision and in December 2000, the Minnesota Court of Appeals reversed the MPUC decision. In January 2001, the MPUC appealed the lower court decision to the Minnesota Supreme Court. On Feb. 23, 2001, the Minnesota Supreme Court declined to hear the MPUC’s appeal. During the second quarter of 2001, NSP-Minnesota filed with the MPUC a plan that carried out, among other things, the court’s decision.

On June 28, 2001, the MPUC approved the plan and issued an order to that effect shortly thereafter. As a result, the previously recorded liabilities of approximately $41 million (including carrying charges) for potential refunds to customers were no longer required. The plan approved by the MPUC increased revenue by approximately $34 million and increased allowance for funds used during construction by approximately $7 million for the second quarter of 2001.

Based on the new MPUC policy and less uncertainty regarding conservation incentives to be approved, conservation incentives for 2002 are now being recorded on a current basis.

Electric Utility and Commodity Trading Margins

Electric fuel and purchased power expense tend to vary with changing retail and wholesale sales requirements and unit cost changes in fuel and purchased power. Due to fuel cost recovery mechanisms for retail customers, most fluctuations in energy costs do not affect electric utility margin.

Some electric commodity trading activity, after being initially recorded at NSP-Minnesota and PSCo, is redistributed to NSP-Minnesota, PSCo and SPS pursuant to the Joint Operating Agreement (JOA) approved by the FERC. Trading revenue and costs do not include the revenue and production costs associated with energy produced from NSP-Minnesota’s generation assets or energy and capacity purchased to serve native load. Margins from these generating assets for utility operations (excluding sales to retail and municipal customers) are included in short-term wholesale amounts, detailed below. The following table details electric utility, short-term wholesale and electric commodity trading revenue and margin:

							Electric
	Electric			Short-term			Commodity			Consolidated
(Millions of dollars)	Utility			Wholesale			Trading			Total
Nine months ended Sept. 30, 2002
Electric utility revenue	$	1,748		$	71		$	—		$	1,819
Electric fuel and purchased power-utility		(566	)		(47	)		—			(613	)
Electric trading revenue-gross		—			—			24			24
Electric trading costs		—			—			(26	)		(26	)
Gross margin before operating expenses	$	1,182		$	24		$	(2	)	$	1,204
Margin as a percentage of revenue		67.6	%		33.8	%		(8.3	)%		65.3	%
Nine months ended Sept. 30, 2001
Electric utility revenue	$	1,906		$	128		$	—		$	2,034
Electric fuel and purchased power-utility		(713	)		(94	)		—			(807	)
Electric trading revenue-gross		—			—			—			—
Electric trading costs		—			—			—			—
Gross margin before operating expenses	$	1,193		$	34		$	—		$	1,227
Margin as a percentage of revenue		62.6	%		26.6	%		—			60.3	%

30

Electric utility revenues decreased by $158 million, or 8.3 percent, in the first nine months of 2002, compared with the same period in 2001. This decrease is due largely to lower purchased power costs recovered through electric rates and the recovery of conservation incentives in 2001. Electric utility margins decreased by $11 million, or 0.9 percent, in the first nine months of 2002 when compared with 2001. The decrease in margins largely reflects lower shared trading margins recorded through the JOA and the recovery of conservation incentives in 2001. As discussed previously, the reversal of the MPUC decision to deny NSP-Minnesota recovery of conservation incentives increased retail revenue and margin by $34 million in the first nine months of 2001. These decreases in revenues and margin were partially offset by sales growth and lower property tax refund accruals. The margin decreases were further offset by lower capacity costs in 2002.

Short-term wholesale margins decreased in the first nine months of 2002, compared with the first nine months of 2001, due to lower power pool prices and other market conditions.

Gas Utility Margins

The following table details the change in gas revenue and margin. The cost of gas tends to vary with changing sales requirements and unit cost of gas purchases. However, due to purchased gas cost recovery mechanisms for retail customers, fluctuations in the cost of gas have little effect on gas margin.

		Nine months ended Sept. 30,
(Millions of dollars)		2002			2001
Gas revenue		$	309		$	497
Cost of gas sold and transported			(210	)		(393	)
	Gas utility margin	$	99		$	104

Gas revenue decreased by approximately $188 million, or 37.8 percent, in the first nine months of 2002, compared with the same period in 2001, primarily due to decreases in the cost of natural gas, which are largely passed on to customers and recovered through various rate adjustment clauses. Gas margin for the first nine months of 2002 decreased by $5 million, or 4.8 percent, compared with the first nine months of 2001, primarily due to less favorable weather and lower margins from transportation services. These decreases were partially offset by retail sales growth.

Other Revenue

Other revenue decreased in 2002 compared to 2001 due to the transfer of certain refuse-derived fuel operations to NRG.

Non-Fuel Operating Expense and Other Items

Other Operating and Maintenance Expense decreased by approximately $22.0 million, or 3.5 percent, for the first nine months of 2002, compared with the first nine months of 2001. The decreased costs reflect lower incentive compensation and employee benefit costs as well as lower staffing levels by corporate areas, partially offset by higher property insurance premiums.

Depreciation and Amortization Expense increased by approximately $13.1 million, or 5.3 percent, for the first nine months of 2002, compared with the first nine months of 2001, primarily due to capital additions to utility plant.

As discussed in Note 2 to the Financial Statements, during the fourth quarter of 2001 NSP-Minnesota expensed pretax special charges for planned staff consolidation costs. In the first quarter of 2002, additional pretax special charges of $4.3 million were expensed for the final costs of staff consolidations. The charges related to NSP-Minnesota’s allocation of severance costs for utility operations resulting from restaffing plans of several operating and corporate support areas of Xcel Energy.

Other Income (Expense) — net increased by $15.7 million, due primarily to a gain on the sale of property by a subsidiary of NSP-Minnesota, First Midwest Auto Park, in March 2002. In addition, there was increased interest income due to a Minnesota income tax settlement and higher Allowance for Funds Used During Construction from the reversal of the MPUC decision related to recovery of conservation incentives discussed previously.

Interest charges and financing costs were approximately the same for the first nine months of 2002, compared with the first nine months of 2001.

31

Income taxes declined in 2002 due to lower pretax income levels. Effective tax rates were approximately the same in both periods.

NSP-WISCONSIN’S MANAGEMENT’S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

NSP-Wisconsin’s net income was $42.9 million for the first nine months of 2002, compared with $25.1 million for the first nine months of 2001. Most of the increase is due to lower fuel and purchased power costs.

Electric Utility Margins

The following table details the change in electric revenue and margin. Electric production expenses tend to vary with the quantity of electricity required and changes in the unit costs of fuel and purchased power. The fuel and purchased power cost recovery mechanism of the Wisconsin jurisdiction does not allow for recovery of all expenses and, therefore, dramatic changes in costs or periods of extreme temperatures can impact earnings.

		Nine months ended Sept. 30,
(Millions of dollars)		2002			2001
Total electric utility revenue		$	349		$	341
Electric fuel and purchased power			(160	)		(185	)
	Electric utility margin	$	189		$	156

Electric utility revenue increased by approximately $8 million, or 2.3 percent, in the first nine months of 2002, compared with the first nine months of 2001, primarily due to sales growth and higher fuel cost recovery through rates. Electric utility margin increased by approximately $33.4 million, or 21.2 percent, in the first nine months of 2002, compared with the first nine months of 2001. The increase is due to sales growth, higher fuel cost recovery through rates, and lower fuel and purchased power costs.

Gas Utility Margins

The following table details the change in gas revenue and margin. The cost of gas tends to vary with changing sales requirements and unit cost of gas purchases. However, due to purchase gas cost recovery mechanisms for retail customers, fluctuations in the cost of gas have little effect on gas margin.

		Nine months ended Sept. 30,
(Millions of dollars)		2002			2001
Gas revenue		$	67		$	96
Cost of gas purchased and transported			(47	)		(76	)
	Gas utility margin	$	20		$	20

Gas revenue for the first nine months of 2002 decreased by approximately $29 million, or 30.2 percent, compared with the first nine months of 2001, primarily due to decreases in the cost of natural gas, which is largely recovered in Wisconsin through the purchased gas adjustment clause mechanism. Gas margin for the first nine months of 2002 was approximately the same as the first nine months of 2001.

Non-Fuel Operating Expense and Other Items

Other Operating and Maintenance Expense for the first nine months of 2002 decreased by $0.8 million, or 1.1 percent, compared with the first nine months of 2001, primarily due to lower incentive compensation and employee benefit costs, partially offset by higher property insurance premiums.

Depreciation and Amortization Expense increased by $2.3 million, or 7.6 percent, for the first nine months of 2002, compared with the first nine months of 2001, primarily due to capital additions to utility plant and remaining life changes to production plant and data processing equipment.

As discussed in Note 2 to the Financial Statements, during the fourth quarter of 2001, NSP-Wisconsin expensed pretax special charges for planned staff consolidation costs. In the first quarter of 2002, additional pretax special charges were

32

expensed for the final costs of staff consolidations. The charges related to NSP-Wisconsin’s allocation of severance costs for utility operations resulting from restaffing plans of several operating and corporate support areas of Xcel Energy.

Other Income (Expense) — net decreased by $0.6 million due primarily to lower Allowance for Funds Used During Construction (related to lower construction expenditures) and a write down to market value on office property located in downtown Eau Claire, Wisc. Partially offsetting these items were higher interest income on economic development investments.

Interest expense increased by $1.0 million, or 5.8 percent, for the first nine months of 2002, compared with the same period in 2001, due largely to regulatory amortization of an interest refund in 2001 that did not recur in 2002 and lower Allowance for Funds Used During Construction (related to lower construction expenditures).

Income taxes increased in 2002 due to higher pretax income levels. The effective rate was approximately the same in both periods.

PSCo’S MANAGEMENT’S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

PSCo’s net income was approximately $196.0 million for the first nine months of 2002, compared with approximately $221.6 million for the first nine months of 2001. The decrease is largely due to lower margins from trading and wholesale sales.

Electric Utility and Commodity Trading Margins

Electric production expenses tend to vary with changing retail and wholesale sales requirements and unit cost changes in fuel and purchased power. Due to fuel clause cost recovery mechanisms for retail customers in Colorado, most fluctuations in energy costs do not materially affect electric margin. Electric margins reflect the impact of sharing energy costs and savings relative to a target cost per delivered kilowatt hour and certain trading margins under the Incentive Cost Adjustment (ICA) mechanism. In addition to the ICA, PSCo has other adjustment clauses that allow certain costs to be passed through to retail customers. The Qualifying Facilities Capacity Cost Adjustment (QFCCA) provides for recovery of purchased capacity costs from certain Qualifying Facilities projects not otherwise reflected in base electric rates. The fuel clause cost recovery does not allow for complete recovery of all variable production expenses and higher costs can adversely affect earnings.

Some electric commodity trading activity, after being initially recorded at PSCo and NSP-Minnesota, is redistributed to NSP-Minnesota, PSCo and SPS pursuant to the JOA approved by the FERC. Trading revenue and costs do not include the revenue and production costs associated with energy produced from PSCo’s generation assets or energy and capacity purchased to serve native load. Margins from these generating assets for utility operations are included in short-term wholesale amounts, discussed later. Trading margins reflect the impact of sharing certain trading margins under the ICA. Trading margins, as discussed in Note 1, are reported net in the statement of income. The following table details electric utility, short-term wholesale and electric trading revenue and margin.

							Electric
	Electric			Short-term			Commodity			Consolidated
(Millions of dollars)	Utility			Wholesale			Trading			Total
Nine months ended Sept. 30, 2002
Electric utility revenue	$	1,331		$	56		$	—		$	1,387
Electric fuel and purchased power-utility		(582	)		(56	)		—			(638	)
Electric trading revenue-gross		—			—			1,327			1,327
Electric trading costs		—			—			(1,327	)		(1,327	)
Gross margin before operating expenses	$	749		$	—		$	—		$	749
Margin as a percentage of revenue		56.3	%		—			—			27.6	%
Nine months ended Sept. 30, 2001
Electric utility revenue	$	1,283		$	544		$	—		$	1,827
Electric fuel and purchased power-utility		(657	)		(433	)		—			(1,090	)
Electric trading revenue-gross		—			—			1,036			1,036
Electric trading costs		—			—			(999	)		(999	)
Gross margin before operating expenses	$	626		$	111		$	37		$	774
Margin as a percentage of revenue		48.8	%		20.4	%		3.6	%		27.0	%

33

Electric utility revenue increased by $48 million, or 3.7 percent, in the first nine months of 2002, compared with the first nine months of 2001. Electric utility margin increased by approximately $123 million, or 19.6 percent, in the first nine months of 2002, compared with the first nine months of 2001. The higher electric margins reflect lower unrecovered costs, due in part to resetting the base-cost recovery factor through the ICA in January 2002. Electric revenues and margin also increased due to sales growth.

Short-term wholesale margins and electric commodity trading margins decreased substantially in the first nine months of 2002, compared with the first nine months of 2001. The decrease is due to lower power pool prices, lower capacity revenues and other market conditions.

Gas Utility Margins

The following table details the change in gas revenue and margin. The cost of gas tends to vary with changing sales requirements and unit cost of gas purchases. PSCo has a Gas Cost Adjustment mechanism for natural gas sales, which recognizes the majority of the effects of changes in the cost of gas purchased for resale and adjusts revenues to reflect such changes in costs on a timely basis. Therefore, fluctuations in the cost of gas have little effect on gas margin.

		Nine months ended Sept. 30,
(Millions of dollars)		2002			2001
Gas revenue		$	522		$	986
Cost of gas purchased and transported			(294	)		(762	)
	Gas utility margin	$	228		$	224

Gas revenue for the first nine months of 2002 decreased by approximately $464.5 million, or 47.1 percent, compared with the first nine months of 2001, largely due to lower gas costs recovered through rates. Gas margin for the first nine months of 2002 increased by approximately $4.3 million, or 1.9 percent, compared with the first nine months of 2001, primarily due to higher rates from a 2000 rate case, effective Feb. 1, 2001.

Non-Fuel Operating Expense and Other Items

Other Operation and Maintenance Expense decreased by approximately $2.9 million, or 0.9 percent, for the first nine months of 2002, compared with the first nine months of 2001. The change is primarily due to reduced bad debt reserves, lower incentive compensation and employee benefit costs as well as lower staffing levels by corporate areas, offset by higher generation maintenance overhaul costs and higher property insurance premiums.

Depreciation and Amortization Expense increased by approximately $14.8 million, or 8.4 percent, for the first nine months of 2002, compared with the first nine months of 2001, primarily due to increased amortization costs of software and increased depreciation resulting from capital additions to utility plant.

Taxes other than income taxes increased by approximately $8.1 million, or 15.1 percent, for the first nine months of 2002, compared with the first nine months of 2001, primarily due to an $8 million property tax refund received in 2001 for calendar year 2000.

Special charges decreased in 2002 compared to 2001 as discussed in Note 2. Charges in 2002 related to first quarter restaffing costs. The second quarter of 2001 included special charges related to a Colorado Supreme Court decision that resulted in a pretax write-off of $23 million of a regulatory asset related to deferred post employment benefit costs at PSCo.

Other Income (Expense) — net for the first nine months of 2001 included an $11 million pretax gain on the sale of the Boulder Hydro facility recorded in March 2001.

Income taxes declined in 2002 due to lower pretax income levels. Effective tax rates were approximately the same in both periods.

34

SPS’ MANAGEMENT’S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

SPS’ net income was approximately $59.9 million for the first nine months of 2002, compared with approximately $94.1 million for the first nine months of 2001. Most of the decrease is due to lower electric margins.

Electric Utility Margins

The following table details the change in electric revenue and margin. Electric production expenses tend to vary with changing retail and wholesale sales requirements and unit cost changes in fuel and purchased power. Fuel and purchased power costs are recoverable in SPS’ Texas jurisdiction through a fixed fuel factor, which is included in rates. In the New Mexico retail jurisdiction, SPS was authorized by the NMPRC to implement a monthly adjustment factor to recover fuel and purchased energy costs through a fuel clause. This change was effective with the February 2002 billing cycle. In all other jurisdictions, SPS currently recovers substantially all increases and refunds substantially all decreases in fuel and purchased power costs pursuant to monthly adjustment clauses. Due to these fuel clause recovery mechanisms for retail customers and the ability to vary wholesale prices with changing market conditions, most fluctuations in energy costs do not affect electric margin. However, the fuel clause cost recovery does not allow for complete recovery of all variable production expenses and, therefore, higher costs can adversely affect earnings.

							Electric
	Electric			Short-term			Commodity		Consolidated
(Millions of dollars)	Utility			Wholesale			Trading		Total
Nine months ended Sept. 30, 2002
Electric utility revenue	$	767		$	4		$	—	$	771
Electric fuel and purchased power-utility		(411	)		(4	)		—		(415	)
Electric trading revenue-gross		—			—			—		—
Electric trading costs		—			—			—		—
Gross margin before operating expenses	$	356		$	—		$	—	$	356
Margin as a percentage of revenue		46.4	%		—			—		46.2	%
Nine months ended Sept. 30, 2001
Electric utility revenue	$	1,086		$	2		$	—	$	1,088
Electric fuel and purchased power-utility		(678	)		(1	)		—		(679	)
Electric trading revenue-gross		—			—			—		—
Electric trading costs		—			—			—		—
Gross margin before operating expenses	$	408		$	1		$	—	$	409
Margin as a percentage of revenue		37.6	%		50.0	%		—		37.6	%

Electric revenue decreased by approximately $317 million, or 29.1 percent, for the first nine months of 2002, compared with the first nine months of 2001. Electric margin decreased by approximately $53 million, or 13 percent, for the first nine months of 2002, compared with the first nine months of 2001. Electric revenues decreased largely due to decreased recovery of fuel and purchased power costs driven by declining fuel costs in 2002. Electric revenue and margin also declined due to lower shared trading margins recorded through the JOA and lower capacity sales.

Non-Fuel Operating Expense and Other Costs

Other Operation and Maintenance Expense increased by approximately $16.4 million, or 12.7 percent, for the first nine months of 2002, compared with the first nine months of 2001. The change is largely due to higher plant maintenance costs and higher plant insurance premiums, partially offset by lower incentive compensation and employee benefit costs.

Depreciation and Amortization Expense increased by approximately $4.3 million, or 7 percent, for the first nine months of 2002, compared with the first nine months of 2001, primarily due to increased amortization costs of software and capital additions to utility plant.

Special charges were incurred in 2002, mainly due to a Texas regulatory recovery adjustment and also due to an allocation of utility operations restaffing costs, as discussed in Note 2.

Interest expense was approximately the same in both periods

Income taxes decreased in 2002 due to lower pretax income levels. Effective tax rates were approximately the same in both periods.

35

Item 4. CONTROLS AND PROCEDURES

Xcel Energy’s Utility Subsidiaries maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Within the 90-day period prior to the filing of this report, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective.

Subsequent to the date of their evaluation, there have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, various lawsuits and claims have arisen against the Utility Subsidiaries of Xcel Energy. Management, after consultation with legal counsel, has recorded an estimate of the probable cost of settlement or other disposition for such matters. See Notes 4 and 5 of the Financial Statements in this Form 10-Q for further discussion of legal proceedings, including Regulatory Matters and Commitments and Contingent Liabilities, which are hereby incorporated by reference. Reference also is made to Item 3 of NSP-Minnesota’s, NSP-Wisconsin’s, PSCo’s and SPS’ 2001 Form 10-K and Item I of Part II of their Form 10-Q for the quarter ended June 30, 2002, for a description of certain legal proceedings presently pending. There are no new significant cases to report against the Utility Subsidiaries of Xcel Energy and there have been no notable changes in the previously reported proceedings, except as set forth below.

NSP-Minnesota

Light Rail Lawsuit — In February 2001, NSP-Minnesota filed a lawsuit in the federal district court in Minneapolis seeking reimbursement of costs for relocating electric utility lines to allow for construction of a light rail transit (LRT) line in downtown Minneapolis. In May 2001, the Minnesota Department of Transportation and the Metropolitan Council (Defendants) obtained a preliminary injunction requiring NSP-Minnesota to move certain facilities. NSP-Minnesota has complied with the preliminary injunction and utility line relocation has commenced. NSP-Minnesota is capitalizing its costs incurred as construction work in progress. In September 2002, the court granted Defendants' motions for summary judgment and dismissed NSP-Minnesota's claims. NSP-Minnesota reserves its right to appeal. In collateral matters regarding LRT construction, NSP-Minnesota commenced a mandamus action in state court seeking an order requiring Defendants to commence condemnation proceedings concerning an underground substation, access to which is blocked by LRT. In October 2002, the court dismissed NSP-Minnesota's petition. NSP-Minnesota also has commenced an action in state court alleging that LRT construction violates the Minnesota Environmental Rights Act and a separate action in federal district court alleging that the Federal Transit Administration’s failure to evaluate certain environmental effects of LRT violates the National Environmental Policy Act.

NSP-Wisconsin

Stray Voltage — On March 1, 2002, NSP-Wisconsin was served with a lawsuit commenced by James and Grace Gumz and Michael and Susan Gumz in Marathon County Circuit Court, Wisconsin, alleging that electricity supplied by NSP-Wisconsin harmed their dairy herd and caused them personal injury. The Gumz’s complaint alleges negligence, strict liability, nuisance, trespass, and statutory violations and seeks compensatory, punitive and treble damages. Plaintiffs allege compensatory damages of $1,691,940 and pre-verdict interest of $1,836,099 for total damages of $3,528,039. Trial has been set for March 2004.

On Nov. 13, 2001, Ralph Schmidt, Karline Schmidt, August C. Heeg Jr., and Joanne Heeg filed a complaint in Clark County, Wisconsin against a subsidiary of Xcel Energy. NSP-Wisconsin has been substituted as the proper party defendant, and plaintiffs will be amending their complaints to separate the Schmidt and Heeg claims into separate lawsuits. Both sets of plaintiffs allege that electricity provided by NSP-Wisconsin harmed their dairy herd resulting in decreased milk production, lost profits and income, property damage and injury to their dairy herd and seek compensatory, punitive, and treble damages. The Heeg plaintiffs allege compensatory damages of $1.9 million and pre-verdict interest of $6.1 million, for total damages of $8.0 million. The Schmidt plaintiffs allege compensatory damages of $1.0 million and pre-verdict interest of $1.2 million, for total damages of $2.2 million. No trial date has been set.

36

Estate of Dean E. Von Gunten v. Janice Streeter and Xcel Energy — On Sept. 20, 2002, the Estate of Dean Von Gunten filed suit in U.S. district Court, Western District of Michigan, against Janice Streeter and Xcel Energy. The complaint alleges that Ms. Streeter’s negligence in the operation of an Xcel Energy vehicle resulted in the death of plaintiff’s decedent, who was the driver of a snowmobile that collided with Xcel Energy’s vehicle. The complaint does not specify damages. Xcel Energy has answered the complaint, denying liability. Plaintiffs have agreed to substitute NSP Wisconsin as a defendant in place of Xcel Energy.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

The following Exhibits are filed with this report:

4.01	Supplemental Indenture dated Aug. 15, 2002, between PSCo and U.S. Bank Trust National Association, as trustee, creating $48,750,000 principal amount of First Mortgage Bonds, Collateral Series G, due 2019.
4.02	Supplemental Indenture dated as of Sept. 15, 2002, between PSCo and U.S. Bank Trust National Association, as trustee, creating $530,000,000 principal amount of First Mortgage Bonds, Collateral Series I, due 2003.
4.03	Supplemental Indenture dated as of Aug. 15, 2002, between PSCo and U.S. Bank Trust National Association, as trustee, creating $48,750,000 principal amount of First Collateral Trust Bonds, Series No. 7, due 2019.
4.04	Supplemental Indenture dated as of Sept. 15, 2002, between PSCo and U.S. Bank Trust National Association, as trustee, creating $530,000,000 principal amount of First Collateral Trust Bonds, Series No. 9, due 2003.
4.05	Supplemental Indenture dated as of June 1, 2002, between NSP-Minnesota and BNY Midwest Trust Company, as successor trustee, creating $308,000,000 principal amount of First Mortgage Bonds, Series due 2003.
4.06	Supplemental Indenture dated as of July 1, 2002, between NSP-Minnesota and BNY Midwest Trust Company, as successor trustee, creating $69,000,000 principal amount of First Mortgage Bonds, Pollution Control Series S.
4.07	Supplemental Indenture dated Sept. 1, 2002, between Public Service Company of Colorado and U.S. Bank Trust National Association, as Trustee, creating $600,000,000 principal amount of 7.875% First Collateral Trust Bonds, Series No. 8 due 2012. (Incorporated by reference to PSCo’s Current Report on Form 8-K, dated Sept. 18, 2002.)
4.08	Supplemental Indenture dated Sept. 18, 2002, between Public Service Company of Colorado and U.S. Bank Trust National Association, as Trustee, creating $600,000,000 principal amount of 7.875% First Mortgage Bonds, Series H due 2012. (Incorporated by reference to PSCo’s Current Report on Form 8-K, dated Sept. 18, 2002.)
4.09	Supplemental Indenture dated Aug. 1, 2002, between Northern States Power Company and BNY Midwest Trust Company, as Trustee, creating $450,000,000 principal amount of 8.00% First Mortgage Bonds, Series A due Aug. 28, 2012. (Incorporated by reference to NSP-Minnesota’s Current Report on Form 8-K, dated Aug. 22, 2002.)
99.01	Statement pursuant to Private Securities Litigation Reform Act.
99.02	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — NSP-Minnesota.
99.03	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — NSP-Wisconsin.
99.04	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — PSCo.
99.05	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — SPS.

37

(b)  Reports on Form 8-K

The following reports on Form 8-K were filed either during the three months ended Sept. 30, 2002, or between Sept. 30, 2002, and the date of this report:

NSP-Minnesota, NSP-Wisconsin, PSCo and SPS

July 1, 2002, (filed July 8, 2002) Item 5. Other Events. Re: PSCo receipt of Notice of Violation from the Environmental Protection Agency.

July 8, 2002, (filed July 10, 2002) Item 5 and 7. Other Events and Exhibits. Re: NSP-MN Underwriting Agreement.

July 16, 2002, (filed July 18, 2002) Item 5 and 7. Other Events and Exhibits. Re: NSP-MN Underwriting Agreement overallotment exercise.

July 25, 2002, (filed Aug. 1, 2002) Item 5 and 7. Other Events and Exhibits. Re: Rating Agency actions and other events.

Aug. 21, 2002, (filed Aug. 22, 2002) Item 5 and 7. Other Events and Exhibits. Re: Announcement of new chief financial officer.

Aug. 22, 2002, (filed Aug. 23, 2002) Item 5 and 7. Other Events and Exhibits. Re: NSP-MN Offering Memorandum for potential purchasers (private placement) of long-term debt.

Aug. 22, 2002, (filed Aug. 26, 2002) Item 5 and 7. Other Events and Exhibits. Re: NSP-MN Purchase Agreement with several purchasers (private placement) of debt securities.

Sept. 18, 2002 (filed Sept. 27, 2002) Item 5 and 7. Other Events and Exhibits. Re: PSCo Purchase Agreement with several purchasers (private placement) of debt securities.

38

NORTHERN STATES POWER CO. (A MINNESOTA CORPORATION) SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on Nov. 14, 2002.

Northern States Power Co. (a Minnesota corporation)

(Registrant)

/s/ DAVID E. RIPKA

David E. Ripka
Vice President and Controller

/s/ RICHARD C, KELLY

Richard C. Kelly
Vice President and Chief Financial Officer

39

NORTHERN STATES POWER CO. (A MINNESOTA CORPORATION) CERTIFICATIONS

I, Wayne H. Brunetti, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Northern States Power Co. (A Minnesota Corporation);
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	evaluated in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: Nov. 14, 2002
	/s/ WAYNE H. BRUNETTI
	Wayne H. Brunetti Chairman, President and Chief Executive Officer

40

I, Richard C. Kelly, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Northern States Power Co. (A Minnesota Corporation);
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	evaluated in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: Nov. 14, 2002
	/s/ RICHARD C. KELLY
	Richard C. Kelly Vice President and Chief Financial Officer

41

NORTHERN STATES POWER CO. (A WISCONSIN CORPORATION) SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on Nov. 14, 2002.

Northern States Power Co. (a Wisconsin corporation)

(Registrant)

/s/ DAVID E. RIPKA

David E. Ripka
Vice President and Controller

/s/ RICHARD C. KELLY

Richard C. Kelly
Vice President and Chief Financial Officer

42

NORTHERN STATES POWER CO. (A WISCONSIN CORPORATION) CERTIFICATIONS

I, Wayne H. Brunetti, certify that:

5.	I have reviewed this quarterly report on Form 10-Q of Northern States Power Co. (A Wisconsin Corporation);
6.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
7.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
8.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

d)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
e)	evaluated in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
f)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

6. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

c)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
d)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

7. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: Nov. 14, 2002
	/s/ WAYNE H. BRUNETTI
	Wayne H. Brunetti Chairman, President and Chief Executive Officer

43

I, Richard C. Kelly, certify that:

5.	I have reviewed this quarterly report on Form 10-Q of Northern States Power Co. (A Wisconsin Corporation);
6.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
7.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
8.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	evaluated in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

6. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

c)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
d)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

7. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: Nov. 14, 2002
	/s/ RICHARD C. KELLY
	Richard C. Kelly Vice President and Chief Financial Officer

44

PUBLIC SERVICE CO. OF COLORADO SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on Nov. 14, 2002.

Public Service Co. of Colorado

(Registrant)

/s/ DAVID E. RIPKA

David E. Ripka
Vice President and Controller

/s/ RICHARD C. KELLY

Richard C. Kelly
Vice President and Chief Financial Officer

45

PUBLIC SERVICE CO. OF COLORADO CERTIFICATIONS

I, Wayne H. Brunetti, certify that:

9.	I have reviewed this quarterly report on Form 10-Q of Public Service Co. of Colorado;
10.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
11.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
12.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

g)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
h)	evaluated in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
i)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

7. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

e)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
f)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

8. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: Nov. 14, 2002
	/s/ WAYNE H. BRUNETTI
	Wayne H. Brunetti Chairman, President and Chief Executive Officer

46

I, Richard C. Kelly, certify that:

9.	I have reviewed this quarterly report on Form 10-Q of Public Service Co. of Colorado;
10.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
11.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
12.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	evaluated in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

7. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

e)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
f)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

8. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: Nov. 14, 2002
	/s/ RICHARD C. KELLY
	Richard C. Kelly Vice President and Chief Financial Officer

47

SOUTHWESTERN PUBLIC SERVICE CO. SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on Nov. 14, 2002.

Southwestern Public Service Co.

(Registrant)

/s/ DAVID E. RIPKA

David E. Ripka
Vice President and Controller

/s/ RICHARD C. KELLY

Richard C. Kelly
Vice President and Chief Financial Officer

48

SOUTHWESTERN PUBLIC SERVICE CO. CERTIFICATIONS

I, Gary L. Gibson, certify that:

13.	I have reviewed this quarterly report on Form 10-Q of Southwestern Public Service Co;
14.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
15.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
16.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

j)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
k)	evaluated in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
l)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

8. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

g)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
h)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

9. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: Nov. 14, 2002
	/s/ GARY L. GIBSON
	Gary L. Gibson President and Chairman

49

I, Richard C. Kelly, certify that:

13.	I have reviewed this quarterly report on Form 10-Q of Southwestern Public Service Co;
14.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
15.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
16.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	evaluated in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

8. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

g)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
h)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

9. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: Nov. 14, 2002
	/s/ RICHARD C. KELLY
	Richard C. Kelly Vice President and Chief Financial Officer

50 EX-4.01 3 c73066exv4w01.txt EX-4.01 SUPPLEMENTAL INDENTURE DATED AUG. 15, 2002 EXHIBIT 4.01 SUPPLEMENTAL INDENTURE (DATED AS OF AUGUST 15, 2002) -------- PUBLIC SERVICE COMPANY OF COLORADO TO U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE -------- CREATING AN ISSUE OF FIRST MORTGAGE BONDS, COLLATERAL SERIES G -------- (SUPPLEMENTAL TO INDENTURE DATED AS OF DECEMBER 1, 1939, AS AMENDED) SUPPLEMENTAL INDENTURE, dated as of August 15, 2002, between PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws of the State of Colorado (the "Company"), party of the first part, and U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION), a national banking association, as successor trustee (the "Trustee") to Morgan Guaranty Trust Company of New York (formerly Guaranty Trust Company of New York), party of the second part. WHEREAS, the Company heretofore executed and delivered to the Trustee its Indenture, dated as of December 1, 1939 (the "Principal Indenture"), to secure its First Mortgage Bonds from time to time issued thereunder; and WHEREAS, the Company has heretofore executed and delivered to the Trustee the Supplemental Indentures referred to in Schedule A hereto for certain purposes, including the creation of series of bonds, the subjection to the lien of the Principal Indenture of property acquired after the execution and delivery thereof, the amendment of certain provisions of the Principal Indenture and the appointment of the successor Trustee; and WHEREAS, the Principal Indenture as supplemented and amended by all Supplemental Indentures heretofore executed by the Company and the Trustee is hereinafter referred to as the "Indenture", and, unless the context requires otherwise, references herein to Articles and Sections of the Indenture shall be to Articles and Sections of the Principal Indenture as so amended; and WHEREAS, the Company proposes to create a new series of First Mortgage Bonds to be designated as First Mortgage Bonds, Collateral Series G (the "Collateral Series G Bonds"), to be issued and delivered to the trustee under the 1993 Mortgage (as hereinafter defined) as the basis for the authentication and delivery under the 1993 Mortgage of a series of securities, all as hereinafter provided, and to vary in certain respects the covenants and provisions contained in Article V of the Indenture, to the extent that such covenants and provisions apply to the Collateral Series G Bonds; and WHEREAS, the Company, pursuant to the provisions of the Indenture, has, by appropriate corporate action, duly resolved and determined to execute this Supplemental Indenture for the purpose of providing for the creation of the Collateral Series G Bonds and of specifying the form, provisions and particulars thereof, as in the Indenture provided or permitted and of giving to the Collateral Series G Bonds the protection and security of the Indenture; and WHEREAS, the Company has acquired the additional property hereinafter described, and the Company desires that such additional property so acquired be specifically subject to the lien of the Indenture; and WHEREAS, the Company represents that all acts and proceedings required by law and by the charter and by-laws of the Company, including all action requisite on the part of its shareholders, directors and officers, necessary to make the Collateral Series G Bonds, when executed by the Company, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal obligations of the Company, and to constitute the Principal Indenture and all indentures supplemental thereto, including this Supplemental Indenture, valid, binding and legal instruments for the security of the bonds of all series, including the Collateral Series G Bonds, in accordance with the terms of such bonds and such instruments, have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That Public Service Company of Colorado, the Company named in the Indenture, in consideration of the premises and of One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in pursuance of the direction and authority of the Board of Directors of the Company given at a meeting thereof duly called and held, and in order to create the Collateral Series G Bonds and to specify the form, terms and provisions thereof, and to make definite and certain the lien of the Indenture upon the premises hereinafter described and to subject said premises directly to the lien of the Indenture, and to secure the payment of the principal of and premium, if any, and interest, if any, on all bonds from time to time outstanding under the Indenture, including the Collateral Series G Bonds, according to the terms of said bonds, and to secure the performance and observance of all of the covenants and conditions contained in the Indenture, has executed and delivered this Supplemental Indenture and has granted, bargained, sold, warranted, aliened, remised, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents does grant, bargain, sell, warrant, alien, remise, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto U.S. Bank Trust National Association, as Trustee, and its successor or successors in the trust and its and their assigns forever, the property described in Schedule B hereto (which is described in such manner as to fall within and under the headings or parts or classifications set forth in the Granting Clauses of the Principal Indenture); TO HAVE AND TO HOLD the same and all and singular the properties, rights, privileges and franchises described in the Principal Indenture and in the several Supplemental Indentures hereinabove referred to and in this Supplemental Indenture and owned by the Company on the date of the execution and delivery hereof (other than property of a character expressly excepted from the lien of the Indenture as therein set forth) unto the Trustee and its successor or successors and assigns forever; SUBJECT, HOWEVER, to permitted encumbrances as defined in the Indenture; IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the Indenture, for the equal and proportionate benefit and security of all present and future holders of the bonds and coupons issued and to be issued under the Indenture, including the Collateral Series G Bonds, without preference, priority or distinction as to lien (except as any sinking, amortization, improvement or other fund established in accordance with the provisions of the Indenture or any indenture supplemental thereto may afford additional security for the bonds of any particular series) of any of said bonds over any others thereof by reason of series, priority in the time of the issue or negotiation thereof, or otherwise howsoever, except as provided in Section 2 of Article IV of the Indenture. 2 ARTICLE ONE CREATION AND DESCRIPTION OF THE COLLATERAL SERIES G BONDS SECTION 1. A new series of bonds to be issued under and secured by the Indenture is hereby created, the bonds of such new series to be designated First Mortgage Bonds, Collateral Series G. The Collateral Series G Bonds shall be limited to an aggregate principal amount of Forty Eight Million Seven Hundred and Fifty Thousand dollars ($48,750,000), excluding any Collateral Series G Bonds which may be authenticated and exchanged for or in lieu of or in substitution for or on transfer of other Collateral Series G Bonds pursuant to any provisions of the Indenture. The Collateral Series G Bonds shall mature on January 1, 2019. The Collateral Series G Bonds shall not bear interest. The principal of each Collateral Series G Bond shall be payable, upon presentation thereof, at the office or agency of the Company in the city in which the principal corporate trust office of the 1993 Mortgage Trustee (as hereinafter defined) is located, in any coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts. The Collateral Series G Bonds shall be issued and delivered by the Company to U.S. Bank Trust National Association, as successor trustee under the Indenture, dated as of October 1, 1993, as supplemented (the "1993 Mortgage"), of the Company to such successor trustee (the "1993 Mortgage Trustee"), as the basis for the authentication and delivery under the 1993 Mortgage of a series of securities. As provided in the 1993 Mortgage, the Collateral Series G Bonds will be registered in the name of the 1993 Mortgage Trustee or its nominee and will be owned and held by the 1993 Mortgage Trustee, subject to the provisions of the 1993 Mortgage, for the benefit of the holders of all securities from time to time outstanding under the 1993 Mortgage, and the Company shall have no interest therein. Any payment or deemed payment by the Company under the 1993 Mortgage of the principal of the securities which shall have been authenticated and delivered under the 1993 Mortgage on the basis of the issuance and delivery to the 1993 Mortgage Trustee of Collateral Series G Bonds (other than by the application of the proceeds of a payment in respect of such Collateral Series G Bonds) shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of such Collateral Series G Bonds which is then due. The Trustee may conclusively presume that the obligation of the Company to pay the principal of the Collateral Series G Bonds as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the 1993 Mortgage Trustee, signed by an authorized officer thereof, stating that the principal of specified Collateral Series G Bonds has become due and payable and has not been fully paid, and specifying the amount of funds required to make such payment. Each Collateral Series G Bond shall be dated as of the date of its authentication. 3 The Collateral Series G Bonds shall be issued as fully registered bonds only, in denominations of $1,000 and multiples thereof. The Collateral Series G Bonds shall be registerable and exchangeable at the office or agency of the Company in the city in which the principal corporate trust office of the 1993 Mortgage Trustee is located, in the manner and upon the terms set forth in Section 5 of Article II of the Indenture; provided, however, that the Collateral Series G Bonds shall not be transferrable except to a successor trustee under the 1993 Mortgage. No service charge shall be made for any exchange or transfer of any Collateral Series G Bond. SECTION 2. The text of the Collateral Series G Bonds shall be substantially in the form attached hereto as Exhibit A. SECTION 3. The Collateral Series G Bonds may be executed by the Company and delivered to the Trustee and, upon compliance with all applicable provisions and requirements of the Indenture in respect thereof, shall be authenticated by the Trustee and delivered (without awaiting the filing or recording of this Supplemental Indenture) in accordance with the written order or orders of the Company. ARTICLE TWO REDEMPTION OF THE COLLATERAL SERIES G BONDS SECTION 1. Each Collateral Series G Bond shall be redeemable at the option of the Company in whole at any time, or in part from time to time, prior to maturity, at a redemption price equal to 100% of the principal amount thereof to be redeemed. SECTION 2. The provisions of Sections 3, 4, 5, 6 and 7 of Article V of the Indenture shall be applicable to the Collateral Series G Bonds, except that (a) no publication of notice of redemption of the Collateral Series G Bonds shall be required and (b) if less than all the Collateral Series G Bonds are to be redeemed, the Collateral Series G Bonds to be redeemed shall be selected in the principal amounts designated to the Trustee by the Company, and except as such provisions may otherwise be inconsistent with the provisions of this Article Two. SECTION 3. The holder of each and every Collateral Series G Bond hereby agrees to accept payment thereof prior to maturity on the terms and conditions provided for in this Article Two. ARTICLE THREE ACKNOWLEDGMENT OF RIGHT TO VOTE OR CONSENT WITH RESPECT TO CERTAIN AMENDMENTS TO INDENTURE The Company hereby acknowledges the right of the holders of the Collateral Series G Bonds to vote or consent with respect to any or all of the modifications to the Indenture referred to in Article Three of the Supplemental Indenture, dated as of March 1, 1980, irrespective of the fact that the Bonds of the Second 1987 Series are no longer 4 outstanding; provided, however, that such acknowledgment shall not impair (a) the right of the Company to make such modifications without the consent or other action of the holders of the Bonds of the 2020 Series or the bonds of any other series subsequently created under the Indenture with respect to which the Company has expressly reserved such right or (b) the right of the Company to reserve the right to make such modifications without the consent or other action of the holders of bonds of one or more, or any or all, series created subsequent to the creation of the Collateral Series G Bonds. ARTICLE FOUR THE TRUSTEE The Trustee accepts the trusts created by this Supplemental Indenture upon the terms and conditions set forth in the Indenture and this Supplemental Indenture. The recitals in this Supplemental Indenture are made by the Company only and not by the Trustee. Each and every term and condition contained in Article XII of the Indenture shall apply to this Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Supplemental Indenture. ARTICLE FIVE MISCELLANEOUS PROVISIONS SECTION 1. Subject to the variations contained in Article Two of this Supplemental Indenture, the Indenture is in all respects ratified and confirmed and the Principal Indenture, this Supplemental Indenture and all other indentures supplemental to the Principal Indenture shall be read, taken and construed as one and the same instrument. Neither the execution of this Supplemental Indenture nor anything herein contained shall be construed to impair the lien of the Indenture on any of the properties subject thereto, and such lien shall remain in full force and effect as security for all bonds now outstanding or hereafter issued under the Indenture. All covenants and provisions of the Indenture shall continue in full force and effect and this Supplemental Indenture shall form part of the Indenture. SECTION 2. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Supplemental Indenture, shall not be a Business Day (as defined in the 1993 Mortgage), such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Supplemental Indenture. SECTION 3. The terms defined in the Indenture shall, for all purposes of this Supplemental Indenture, have the meaning specified in the Indenture except as set forth in Section 4 of this Article or otherwise set forth in this Supplemental Indenture or unless the context clearly indicates some other meaning to be intended. 5 SECTION 4. Any term defined in Section 303 of the Trust Indenture Act of 1939, as amended, and not otherwise defined in the Indenture shall, with respect to this Supplemental Indenture and the Collateral Series G Bonds, have the meaning assigned to such term in Section 303 as in force on the date of the execution of this Supplemental Indenture. SECTION 5. This Supplemental Indenture may be executed in any number of counterparts, and all of said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. 6 IN WITNESS WHEREOF, Public Service Company of Colorado, party hereto of the first part, has caused its corporate name to be hereunto affixed, and this instrument to be signed by its President, an Executive Vice President, a Senior Vice President or a Vice President, and its corporate seal to be hereunto affixed and attested by its Secretary or an Assistant Secretary for and in its behalf; and U.S. Bank Trust National Association, the party hereto of the second part, in evidence of its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to be signed and its corporate seal to be affixed by one of its Vice Presidents and attested by one of its Assistant Secretaries, for and in its behalf, all as of the day and year first above written. PUBLIC SERVICE COMPANY OF COLORADO By:/s/ Paul E. Pender ------------------ Name: Paul E. Pender Title: Vice President and Treasurer ATTEST: /s/ Nancy Haley ---------------- Name: Nancy Haley Title: Assistant Secretary U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Ignazio Tamburello ---------------------- Name: Ignazio Tamburello Title: Assistant Vice President ATTEST: /s/ Adam Berman ---------------- Name: Adam Berman Title: Trust Officer 7 STATE OF MINNESOTA ) ) ss.: CITY OF MINNEAPOLIS ) On this 9th day of September, 2002, before me, Sharon M. Quellhorst, a duly authorized Notary Public in and for said City and in the State aforesaid, personally appeared Paul E. Pender and Nancy Haley to me known to be a Vice President and Treasurer and the Assistant Secretary, respectively, of PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws of the State of Colorado, one of the corporations that executed the within and foregoing instrument; and the said Vice President and Treasurer and Assistant Secretary severally acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument and that the seal affixed thereto is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. /s/ Sharon M. Quelhorst Name: Sharon M. Quellhorst Notary Public, State of Minnesota Commission Expires: January 31, 2005 8 STATE OF NEW YORK ) ) ss.: CITY AND COUNTY OF NEW YORK ) On this 10th day of September, 2002, before me, Rouba Fakih, a duly authorized Notary Public in and for said City and County in the State aforesaid, personally appeared Ignazio Tamburello and Adam Berman to me known to be an Assistant Vice President and a Trust Officer, respectively, of U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, one of the corporations that executed the within and foregoing instrument; and the said Assistant Vice President and Assistant Secretary severally acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument and that the seal affixed thereto is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. /s/ Rouba Fakih --------------- Name: Rouba Fakih Notary Public, State of New York Commission Expires February 20, 2003 9 EXHIBIT A FORM OF COLLATERAL SERIES G BOND THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE INDENTURE, DATED AS OF OCTOBER 1, 1993, AS SUPPLEMENTED, BETWEEN PUBLIC SERVICE COMPANY OF COLORADO AND U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION), AS SUCCESSOR TRUSTEE THEREUNDER. PUBLIC SERVICE COMPANY OF COLORADO FIRST MORTGAGE BOND, Collateral Series G DUE 2019 REGISTERED REGISTERED No. 1 $48,750,000 FOR VALUE RECEIVED, PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws of the State of Colorado (hereinafter sometimes called the "Company"), promises to pay to U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), as successor trustee (the "1993 Mortgage Trustee") under the Indenture, dated as of October 1, 1993 (the "1993 Mortgage"), of the Company, or registered assigns, Forty Eight Million Seven Hundred Fifty Thousand Dollars on January 1, 2019, at the office or agency of the Company in the city in which the principal corporate trust office of the 1993 Mortgage Trustee is located. This bond shall not bear interest. The principal of this bond shall be payable in any coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts. Any payment or deemed payment by the Company under the 1993 Mortgage of the principal of securities which shall have been authenticated and delivered under the 1993 Mortgage on the basis of the issuance and delivery to the 1993 Mortgage Trustee of this bond (the "1993 Mortgage Securities") (other than by the application of the proceeds of a payment in respect of this bond) shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of this bond which is then due. This bond is one of an issue of bonds of the Company, issued and to be issued in one or more series under and equally and ratably secured (except as any sinking, amortization, improvement or other fund, established in accordance with the provisions of the indenture hereinafter mentioned, may afford additional security for the bonds of any particular series) by a certain indenture, dated as of December 1, 1939, made by the Company to U.S. BANK TRUST EXHIBIT A-1 NATIONAL ASSOCIATION (formerly First Trust of New York, National Association), as successor trustee (hereinafter called the "Trustee") to Morgan Guaranty Trust Company of New York (formerly Guaranty Trust Company of New York), as amended and supplemented by several indentures supplemental thereto, including the Supplemental Indenture dated as of August 15, 2002 (said Indenture as amended and supplemented by said indentures supplemental thereto being hereinafter called the "Indenture"), to which Indenture reference is hereby made for a description of the property mortgaged, the nature and extent of the security, the rights and limitations of rights of the Company, the Trustee, and the holders of said bonds, under the Indenture, and the terms and conditions upon which said bonds are secured, to all of the provisions of which Indenture and of all indentures supplemental thereto in respect of such security, including the provisions of the Indenture permitting the issue of bonds of any series for property which, under the restrictions and limitations therein specified, may be subject to liens prior to the lien of the Indenture, the holder, by accepting this bond, assents. To the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of said bonds (including those pertaining to any sinking or other fund) may be changed and modified, with the consent of the Company, by the holders of at least 75% in aggregate principal amount of the bonds then outstanding (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Indenture); provided, however, that without the consent of the holder hereof no such modification or alteration shall be made which will extend the time of payment of the principal of this bond or reduce the principal amount hereof or effect any other modification of the terms of payment of such principal or will reduce the percentage of bonds required for the aforesaid actions under the Indenture. The Company has reserved the right to amend the Indenture without any consent or other action by holders of any series of bonds created after October 31, 1975 (including this series) so as to change 75% in the foregoing sentence to 60% and to change certain procedures relating to bondholders' meetings. This bond is one of a series of bonds designated as the First Mortgage Bonds, Collateral Series G, of the Company. This bond shall be redeemable at the option of the Company in whole at any time, or in part from time to time, prior to maturity, at a redemption price equal to 100% of the principal amount thereof to be redeemed. The principal of this bond may be declared or may become due before the maturity hereof, on the conditions, in the manner and at the times set forth in the Indenture, upon the happening of an event of default as therein provided. This bond is not transferable except to a successor trustee under the 1993 Mortgage, any such transfer to be made at the office or agency of the Company in the city in which the principal corporate trust office of the 1993 Mortgage Trustee is located, upon surrender and cancellation of this bond, and thereupon a new bond of this series of a like principal amount will be issued to the transferee in exchange therefor, as provided in the Indenture. The Company, the Trustee, any paying agent and any registrar 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. This bond, alone or with other bonds of this series, may in like manner be exchanged at such office or agency for one or more new bonds of this series of the same aggregate principal amount, all as provided in the Indenture. No service charge shall be made to any holder of any bond of this series for any exchange or transfer of bonds. EXHIBIT A-2 No recourse under or upon any covenant or obligation of the Indenture, or of any bonds thereby secured, or for any claim based thereon, or otherwise in any manner in respect thereof, shall be had against any incorporator, subscriber to the capital stock, shareholder, officer or director, as such, of the Company, whether former, present or future, either directly, or indirectly through the Company or the Trustee, by the enforcement of any subscription to capital stock, assessment or otherwise, or by any legal or equitable proceeding by virtue of any statute or otherwise (including, without limiting the generality of the foregoing, any proceeding to enforce any claimed liability of shareholders of the Company based upon any theory of disregarding the corporate entity of the Company or upon any theory that the Company was acting as the agent or instrumentality of the shareholders), any and all such liability of incorporators, shareholders, subscribers, officers and directors, as such, being released by the holder hereof, by the acceptance of this bond, and being likewise waived and released by the terms of the Indenture under which this bond is issued. This bond shall not be valid or become obligatory for any purpose until the certificate of authentication endorsed hereon shall have been signed by U.S. Bank Trust National Association, or its successor, as Trustee under the Indenture. IN WITNESS WHEREOF, Public Service Company of Colorado has caused this bond to be signed in its name by a Vice President and its corporate seal to be affixed hereto and attested by its Secretary or an Assistant Secretary. Dated: PUBLIC SERVICE COMPANY OF COLORADO By: ------------------------------ Vice President and Treasurer ATTEST: ------------------------------ Assistant Secretary CERTIFICATE OF AUTHENTICATION This is one of the securities of the series designated therein referred to in the within-mentioned Supplemental Indenture. Dated: U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE By: ------------------------------ Authorized Officer EXHIBIT A-3 SCHEDULE A SUPPLEMENTAL INDENTURES

DATE OF SERIES OF BONDS PRINCIPAL PRINCIPAL SUPPLEMENTAL --------------- AMOUNT ISSUED AMOUNT INDENTURE ------------- OUTSTANDING --------- ----------- March 14, 1941 None -- -- May 14, 1941 None -- -- April 28, 1942 None -- -- April 14, 1943 None -- -- April 27, 1944 None -- -- April 18, 1945 None -- -- April 23, 1946 None -- -- April 9, 1947 None -- -- June 1, 1947* 2-7/8% Series due 1977 $ 40,000,000 None April 1, 1948 None -- -- May 20, 1948 None -- -- October 1, 1948 3-1/8% Series due 1978 10,000,000 None April 20, 1949 None -- -- April 24, 1950 None -- -- April 18, 1951 None -- -- October 1, 1951 3-1/4% Series due 1981 15,000,000 None April 21, 1952 None -- -- December 1, 1952 None -- -- April 15, 1953 None -- -- April 19, 1954 None -- -- October 1, 1954* 3-1/8% Series due 1984 20,000,000 None April 18, 1955 None -- -- April 24, 1956 None -- -- May 1, 1957* 4-3/8% Series due 1987 30,000,000 None April 10, 1958 None -- -- May 1, 1959 4-5/8% Series due 1989 20,000,000 None April 18, 1960 None -- -- April 19, 1961 None -- -- October 1, 1961 4-1/2% Series due 1991 30,000,000 None March 1, 1962 4-5/8% Series due 1992 8,800,000 None June 1, 1964 4-1/2% Series due 1994 35,000,000 None May 1, 1966 5-3/8% Series due 1996 35,000,000 None July 1, 1967* 5-7/8% Series due 1997 35,000,000 None July 1, 1968* 6-3/4% Series due 1998 25,000,000 None April 25, 1969 None -- --

SCHEDULE A-1

DATE OF SERIES OF BONDS PRINCIPAL PRINCIPAL SUPPLEMENTAL --------------- AMOUNT ISSUED AMOUNT INDENTURE ------------- OUTSTANDING --------- ----------- None -- -- April 21, 1970 September 1, 1970 8-3/4% Series due 2000 35,000,000 None February 1, 1971 7-1/4% Series due 2001 40,000,000 None August 1, 1972 7-1/2% Series due 2002 50,000,000 None June 1, 1973 7-5/8% Series due 2003 50,000,000 None March 1, 1974 Pollution Control Series A 24,000,000 None December 1, 1974 Pollution Control Series B 50,000,000 None October 1, 1975 9-3/8% Series due 2005 50,000,000 None April 28, 1976 None -- -- April 28, 1977 None -- -- November 1, 1977* 8-1/4% Series due 2007 50,000,000 None April 28, 1978 None -- -- October 1, 1978 9-1/4% Series due 2008 50,000,000 None October 1, 1979* Pollution Control Series C 50,000,000 None March 1, 1980* 15% Series due 1987 50,000,000 None April 28, 1981 None -- -- November 1, 1981* Pollution Control Series D 27,380,000 None December 1, 1981* 16-1/4% Series due 2011 50,000,000 None April 29, 1982 None -- -- May 1, 1983* Pollution Control Series E 42,000,000 None April 30, 1984 None -- -- March 1, 1985* 13% Series due 2015 50,000,000 None November 1, 1986* Pollution Control Series F 27,250,000 None May 1, 1987* 8.95% Series due 1992 75,000,000 None July 1, 1990* 9-7/8% Series due 2020 75,000,000 None December 1, 1990* Secured Medium-Term Notes, Series A 191,500,000** 15,000,000 March 1, 1992* 8-1/8% Series due 2004 and 100,000,000 100,000,000 8-3/4% Series due 2022 150,000,000 146,340,000 April 1, 1993* Pollution Control Series G 79,500,000 79,500,000 June 1, 1993* Pollution Control Series H 50,000,000 50,000,000 November 1, 1993* Collateral Series A 134,500,000 134,500,000 January 1, 1994* Collateral Series B due 2001 and 102,667,000 None Collateral Series B due 2024 110,000,000 110,000,000 September 2, 1994 None -- -- (Appointment of Successor Trustee) May 1, 1996 Collateral Series C 125,000,000 125,000,000

SCHEDULE A-2

DATE OF SERIES OF BONDS PRINCIPAL PRINCIPAL SUPPLEMENTAL --------------- AMOUNT ISSUED AMOUNT INDENTURE ------------- OUTSTANDING --------- ----------- Collateral Series D 250,000,000 None November 1, 1996 February 1, 1997 Collateral Series E 150,000,000 None April 1, 1998 Collateral Series F 250,000,000 250,000,000

- -------------------- * Contains amendatory provisions ** $200,000,000 authorized SCHEDULE A-3 SCHEDULE B DESCRIPTION OF PROPERTY PART FIRST. (PLANTS) The following electric generating plants, gas generating plants, gas holders, steam plant, ice plant, pressure pipe lines, gravity pipe lines, reservoir sites, power sites, gas regulating stations, substations and other properties of the Company, including all dams, power houses, transmission lines, buildings, forebays, reservoirs, races, raceways, pipes, head works, structures and works, and the lands of the Company on which the same are situated, and all the Company's lands, easements, rights, rights-of-way, water rights, rights to the use of water, including all of the Company's right, title and interest in and to any and all decrees therefor, flowage rights, flooding rights, permits, franchises, consents, privileges, licenses, poles, towers, wires, switch racks, insulators, pipes, machinery, engines, boilers, gas benches, condensers and scrubbers, exhausters, blowers and pumps, motors, gas boosters, air condensers, water pumps, governors, purifiers, tar separators, washers, automobiles, trucks, office furniture and fixtures, regulators, meters, tools, appliances, equipment, appurtenances and supplies forming a part of or appertaining to said plants, holders, sites, stations or other properties, or any of them, or used or enjoyed, or capable of being used or enjoyed in conjunction or connection therewith, all situated in the State of Colorado and the counties thereof, more particularly described as follows: ADAMS COUNTY 1. SATRIANO TRACT That part of the NW1/4 NE1/4 of Section 11, Township 3 South, Range 68 West of the 6th P.M., being more particularly described as follows: Beginning at a point which is South 89 degrees 58' East 20 feet and North 395.6 feet from the Southwest corner of the NW1/4 NE1/4 of said Section; thence North 196.92 feet; thence North 88 degrees 36.9' East, 165.65 feet; thence North 0 degrees 17' West, 109.93 feet; thence North 77 degrees 44.6' East 29.52 feet along the center line of the United Irrigation Ditch; thence South 438.11 feet; thence North 89 degrees 58' West 43.9 feet; thence North 115 feet; thence North 89 degrees 58' West 150 feet to the point of beginning, County of Adams, State of Colorado. (for informational purposes only) 6200 North Franklin Street 2. ROSA TRACT Parcels of land more particularly described as follows: Parcel I: SCHEDULE B-1 A portion of the N1/2 of NE1/4 of NE1/4 of Section 11, Township 3 South, Range 68 West of the 6th P.M., described as follows: Beginning at the Northwest Corner of said Tract, thence South 145 feet, thence East 110 feet, thence North 145 feet, thence West 110 feet to the Point of Beginning except the North 20 feet for road purposes. County of Denver, State of Colorado. Parcel II: That portion of the N1/2 of the NE1/4 of the NE1/4 of Section 11, Township 3 South, Range West of the 6th P.M., described as follows: Beginning at a point 110 feet East of the Northwest corner of said tract; thence South 145 feet; thence East 90 feet; thence North 145 feet; thence West 90 feet to the True Point of Beginning, except the North 20 feet for road purposes. County of Adams, State of Colorado. LA PLATA COUNTY 3. COTTONWOOD GULCH GAS QUALITY CONTROL PLANT Tract A of Cottonwood Gulch, Minor Exemption Subdivision, Project No. 99-165, according to the plat thereof filed for record September 27, 1999 as Reception No. 775147. MORGAN COUNTY 4. BADGER CREEK METER STATION A parcel of land lying in the Northeast one-quarter Section 36, Township 3 North, Range 58 West of the Sixth Principal Meridian, County of Morgan, State of Colorado, more particularly described as follows: Basis of bearings: the North line of the Northeast one-quarter of Section 36, Township 3 North, Range 58 West of the Sixth Principal Meridian, being monumented at the North one-quarter corner by a 1-1/2" iron pipe and at the Northeast corner of said Section by a 3-1/2" aluminum cap -- L.S. #23501, being assumed to bear N89 degrees 32'14"E. Commencing at the North one-quarter corner of said Section 36; thence N89 degrees 32'14"E along the North line of said Northeast one quarter, a distance of 520.00 feet to the Point of Beginning; Thence the following four (4) courses: 1. N89 degrees 32'14"E, along said North line, a distance of 100.00 feet to a point on the westerly line of that parcel of land owned by Colorado Interstate Gas Company; SCHEDULE B-2 2. S00 degrees 01'46"W, along said westerly parcel line, a distance of 500.00 feet; 3. S89 degrees 32'14"W, a distance of 100.00 feet. 4. N00 degrees 01'46"E, a distance of 500.00 feet to the Point of Beginning, Less right-of-way for Morgan County Road N, Containing a calculated area of 50,000 square feet or 1.148 acres. SUMMIT COUNTY 5. HIGH TOR METER STATION A portion of the Braddock Placer M.S. 13465, Section 18, Township 6 South, Range 77 West of the Sixth Principal Meridian, located in the Town of Breckenridge, County of Summit, State of Colorado, being more particularly described as follows: Basis of bearings: The westerly line of the Delaware Flats Annexation Plat Phase 3, as recorded under reception number 241384, Summit County records, being monumented at Corner 15 by a 2"x6" stone with no visible markings, and monumented at Corner 16 by a 9"x7" stone with no visible markings and steel pipe 3" diameter 3' high adjacent to said stone, with a line between bearing N07 degrees 18'12"E. Commencing at said Corner 15, thence N77 degrees 51'25"E a distance of 1539.38 feet to a No. 4 rebar with a red plastic cap L.S.. 9939, said point being the Point of Beginning, thence the following four (4) courses: 1) N77 degrees 06'29"W a distance of 49.95 feet to a recovered cross on rock; 2) N12 degrees 42'36"E a distance of 49.89 feet to a No. 4 rebar with a red plastic cap L.S. 9939; 3) S77 degrees 06'29"E a distance of 49.95 feet to a No. 4 rebar with a red plastic cap L.S. 9939; 4) S12 degrees 42'36"W a distance of 49.89 feet to the Point of Beginning, Containing 2492 sq. ft., or 0.057 acres PUEBLO COUNTY 6. SOUTH PUEBLO GAS REGULATOR STATION SCHEDULE B-3 A tract or parcel of land No. 3 Rev XA of the Dept. of Highways' Proj. No. FI 002-3(12), containing 0.076 acres (3,327 sq. ft.), more or less in the SE 1/4 of the SE 1/4 of Sec. 14, T.21 S., R. 65 W., of the Sixth P.M. in Pueblo County, Colorado, said tract or parcel being more particularly described as follows: Commencing at the SE Corner of Sec. 14, T.21 S., R. 65 W.; thence along the South line of said Sec. 14, S. 88 degrees , 36' W., a distance of 272.1 feet to the Point of Beginning: 1. Thence continuing along said South line, S. 88 degrees , 36' W., a distance of 50.0 feet; 2. Thence N. 01 degrees , 24' W., a distance of 50.0 feet; 3. Thence N. 88 degrees , 36' E., a distance of 83.1 feet; 4. Thence S. 32 degrees , 05' W., a distance of 60.0 feet, more or less, to the Point of Beginning. The above described tract contains 0.076 acres (3,327 sq. ft.), more or less. PART SECOND. (SUBSTATIONS) The following electric substations and substation sites of the Company, including all buildings, structures, towers, poles, lines, and all equipment, appliances and devices for transforming, converting and distributing electric energy, and all the right, title and interest of the Company in and to the land on which the same are situated, and all of the Company's lands, easements, rights-of-way, rights, franchises, privileges, machinery, equipment, appliances, devices, appurtenances and supplies forming a part of said substations or any of them, or used or enjoyed, or capable of being used or enjoyed, in conjunction or connection with any thereof, all situated in the State of Colorado and the counties thereof, more particularly described as follows: ADAMS COUNTY 7. TOWER 4 SUBSTATION SITE A portion of a parcel of land described in Book 4550, Page 465, Adams County Clerk and Recorder's Office, located in the Northwest Quarter of Section 27, Township 3 South, Range 66 West of the 6th Principal Meridian, Adams County, Colorado, being more particularly described as follows: COMMENCING at the North Quarter Corner of said Section 27, whence the Northwest Corner of said Section 27 bears S88 degrees 53'04"W a distance of 2638.04 feet; THENCE S00 degrees 08'03"E along the easterly line of the Northwest Quarter of said Section 27 a distance of 60.01 feet; SCHEDULE B-4 THENCE S88 degrees 53'04"W along the southerly right-of-way line of East 38th Avenue as described in Book 2800, Page 680 a distance of 882.04 feet to the POINT OF BEGINNING; THENCE S01 degrees 05'34"E a distance of 440.00 feet; THENCE S88 degrees 53'04"W a distance of 399.02 feet non-tangent with the following described curve; THENCE along the westerly line of said parcel of land described in Book 4550, Page 465, on the arc of a curve to the right, having a central angle of 03 degrees 28'41", a radius of 530.00 feet, a chord bearing N02 degrees 49'55"W a distance of 32.17 feet, and an arc distance of 32.17 feet; THENCE N01 degrees 05'34"W continuing along the westerly line of said parcel, tangent with the last described curve a distance of 407.84 feet; THENCE N88 degrees 53'04"E along the southerly right-of-way line said East 35th Avenue a distance of 400.00 feet to the POINT OF BEGINNING. Containing 4.040 acres (175,989 sq. ft.) more or less. 8. NEW WASHINGTON SUBSTATION A parcel of land decribed in Book Number 5210, Page 0031, Reception Number C0355049, recorded in the Adam County Clerk and Recorder's Office on January 15, 1998, being more particularly described as follows: Lot 1, Block 1, Washington Electric Substation, Filing No. 1, County of Adams, State of Colorado. 9. HOSMER TRUST TRACT A portion of the Southwest Quarter of Section 34, Township 1 South, Range 64 West of the 6th Principal Meridian, Adams County, Colorado, being more particularly described as follows: BEGINNING at the Northwest Corner of said Southwest Quarter of Section 34, whence the Southwest Corner of said Southwest Quarter of Section 34 bears S01 degrees 18'37"E a distance of 2636.70 feet; THENCE S89 degrees 47'30"E along the northerly line of said Southwest Quarter of Section 34 a distance of 1030.01 feet; THENCE S01 degrees 18"37"E a distance of 1631.67 feet; SCHEDULE B-5 THENCE N89 degrees 47'30"W a distance of 1030.01 feet; THENCE N01 degrees 18'37"W along said westerly line of Southwest Quarter of Section 34 a distance of 1631.67 feet to the POINT OF BEGINNING. Containing 38.568 Acres, more or less. ALAMOSA COUNTY 10. MOSCA SUBSTATION: ADDITIONAL LAND A parcel of land more particularly described as follows: That part of the NE1/4 of Section 28, Township 40 North, Range 10 East of the N.M.P.M., described as beginning at a point on the North-South centerline of said Section 28 and a point on the South right-of-way line of County Lane 8 North (as fenced) from which the N1/4 corner bears N00'38'22"E, 25.91 feet; thence N88 degrees 33'59"E, along said right-of-way line 225.00 feet; thence S00 degrees 38'42", 30.90 feet; thence N88 degrees 32'09"E, 25.16 feet; thence S00 degrees 38'22"W, 322.06 feet; thence N89 degrees 53'58"W, 250.00 feet to a point on said North-South centerline; thence N00 degrees 38'22"E, 346.25 feet to the true Point Of Beginning. Alamosa County, State of Colorado DENVER COUNTY 11. BELLEVIEW - QUEBEC SUBSTATION SITE A parcel of land located in a portion of Lot 1, Block 1 of the 165 Subdivision Filing No. 1, recorded in Plat Book 29 at Page 86, and a portion of the Southeast 1/4 of Section 8, Township 5 South, Range 67 West of the 6th P.M., being more particularly described as follows: Basis of bearings: the South line of the Southeast 1/4 of Section 8 is assumed to bear North 90 degrees 00 minutes 00 seconds East; COMMENCING at the South Quarter Corner of Section 8; THENCE North 28 degrees 57 minutes 12 seconds East, a distance of 2099.82 feet to the POINT OF BEGINNING; THENCE North 89 degrees 59 minutes 47 seconds East, a distance of 361.50 feet; THENCE South 00 degrees 00 minutes 00 seconds West, a distance of 136.32 feet to a point on the North line of Lot 1, Block 1 of the 165 Subdivision Filing No. 1; SCHEDULE B-6 THENCE South 00 degrees 00 minutes 00 seconds West, a distance of 48.06 feet; THENCE South 46 degrees 57 minutes 20 seconds West, a distance of 87.86 feet; THENCE North 90 degrees 00 minutes 00 seconds West, a distance of 212.55 feet; THENCE North 34 degrees 59 minutes 47 seconds West, a distance of 131.87 feet to a point on the North line of Lot 1, Block 1, of the 165 Subdivision Filing No. 1; THENCE North 34 degrees 59 minutes 47 seconds West, a distance of 15.89 feet; thence North 00 degrees 00 minutes 00 seconds East, a distance of 123.29 feet to the POINT OF BEGINNING, City and County of Denver, State of Colorado. DOUGLAS COUNTY 12. COLONY (SURREY RIDGE) SUBSTATION Parcels of land more particularly described as follows: Parcel A: A parcel of land in Section 24, Township 6 South, Range 67 West of the sixth principal meridian, Douglas County, Colorado, being more particularly described as follows: COMMENCING at the Northwest corner of said Section 24, whence the West Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11 seconds East a distance of 2667.01 feet; THENCE South 58 degrees 06 minutes 25 seconds East a distance of 54.13 feet to the POINT OF BEGINNING; THENCE North 89 degrees 48 minutes 35 seconds East a distance of 233.36 feet; THENCE South 45 degrees 08 minutes 18 seconds East a distance of 65.90 feet; THENCE South 00 degrees 05 minutes 10 seconds East a distance of 212.74 feet; THENCE South 44 degrees 54 minutes 50 seconds West a distance of 65.94 feet; THENCE South 89 degrees 54 minutes 50 seconds West a distance of 233.37 feet; THENCE North 00 degrees 05 minutes 10 seconds West a distance of 305.50 feet to the POINT OF BEGINNING; SCHEDULE B-7 Parcel D: A parcel of land being sixty (60.00') feet in width, thirty (30.00') feet on each side of the following described centerline, located in the Southeast Quarter of Section 14, Northeast Quarter of Section 23 and the Northwest quarter of Section 24 all in Township 6 South, Range 67 West of the Sixth Principal Meridian, Douglas County, Colorado, being more particularly described as follows: COMMENCING at the Northeast corner of said Southeast Quarter of Section 14, whence the Southeast Corner of said Section 14 bears South 01 degrees 04 minutes 04 seconds East a distance of 2664.06 feet; THENCE South 39 degrees 51 minutes 34 seconds West along a line non-tangent with the following described curve a distance of 652.76 feet to the southerly line of a parcel of land recorded in book 264, page 426 on July 1, 1974 in the Douglas County Clerk and Recorders Office, being the POINT OF BEGINNING; THENCE the following five (5) courses along existing dirt road or trail centerline; 1. Southwesterly along the Arapahoe County of a curve to the right, having a central angle of 12 degrees 16 minutes 59 seconds, a radius of 860.00 feet, a chord bearing of South 28 degrees 24 minutes 25 seconds West, a distance of 184.02 feet, and an arc distance of 184.37 feet; 2. THENCE South 34 degrees 32 minutes 55 seconds West tangent with the last and following described curves a distance of 185.60 feet; 3. THENCE along the arc of a curve to the left, having a central angle of 1 degrees 05 minutes 24 seconds, a radius of 800.00 feet, a chord bearing South 34 degrees 00 minutes 12 seconds West a distance of 15.22 feet, and an arc distance of 15.22 feet; 4. THENCE South 33 degrees 27 minutes 30 seconds West tangent with the last described curve a distance of 230.99 feet; 5. THENCE South 33 degrees 05 minutes 19 seconds West tangent with the following described curve a distance of 63.86 feet; THENCE along the arc of a curve to the left, having a central angle of 17 degrees 08 minutes 04 seconds, a radius of 200.00 feet, a chord bearing South 24 degrees 31 minutes 17 seconds West a distance of 59.59 feet, and an arc distance of 59.81 feet; THENCE South 15 degrees 57 minutes 15 seconds West tangent with the last and following described curves a distance of 108.55 feet; SCHEDULE B-8 THENCE along the arc of a curve to the left, having a central angle of 75 degrees 23 minutes 51 seconds, a radius of 150.00 feet, a chord bearing South 21 degrees 44 minutes 40 seconds East a distance of 183.45 feet, and an arc distance of 197.39 feet; THENCE the following eight (8) courses along said existing dirt road or trail centerline: 1. South 59 degrees 26 minutes 36 seconds East tangent with the last described curve a distance of 35.15 feet; 2. THENCE South 68 degrees 40 minutes 34 seconds East a distance of 43.72 feet; 3. THENCE North 84 degrees 29 minutes 06 seconds East a distance of 73.85 feet; 4. THENCE South 57 degrees 01 minutes 00 seconds East a distance of 68.34 feet; 5. THENCE South 28 degrees 47 minutes 04 seconds East tangent with the following described curve a distance of 31.85 feet; 6. THENCE along the arc of a curve to the right, having a central angle of 30 degrees 53 minutes 10 seconds, a radius of 200.00 feet, a chord bearing South 13 degrees 20 minutes 29 seconds East a distance of 106.51 feet, and an arc distance of 107.81 feet; 7. THENCE along the arc of a curve to the left, tangent with the last described curve, having a central angle of 15 degrees 45 minutes 50 seconds, a radius of 200.00 feet, a chord bearing of South 05 degrees 46 minutes 48 seconds East a distance of 54.85 feet, and an arc distance of 55.03 feet; 8. THENCE South 13 degrees 39 minutes 43 seconds East tangent with the last described curve a distance of 21.80 feet; THENCE South 18 degrees 42 minutes 28 seconds East tangent with the following described curve a distance of 100.70 feet; THENCE along the arc of a curve to the left, having a central angle foot 9 degrees 31 minutes 51 seconds, a radius of 200.00 feet, a chord bearing South 23 degrees 28 minutes 23 seconds East a distance of 33.23 feet, and an arc distance of 33.27 feet; THENCE South 28 degrees 14 minutes 18 seconds East tangent with the last and following described curves a distance of 164.18 feet; THENCE along the arc of a curve to the left, having a central angle of 12 degrees 32 minutes 57 seconds, a radius of 200.00 feet, a chord bearing South 34 degrees 30 minutes 47 seconds East a distance of 43.72 feet, and an arc distance of 43.80 feet; THENCE South 40 degrees 47 minutes 15 seconds East tangent with the last and following described curves a distance of 41.82 feet; SCHEDULE B-9 THENCE along the arc of a curve to the right, having a central angle of 17 degrees 47 minutes 53 seconds, a radius 200.00 feet, a chord bearing South 31 degrees 53 minutes 19 seconds East a distance of 61.88 feet, and an arc distance of 62.13 feet; THENCE South 22 degrees 59 minutes 22 seconds East tangent with the last and following described curves a distance of 713.97 feet; THENCE along the arc of a curve to the left, having a central angle of 67 degrees 06 minutes 49 seconds, a radius of 100.00 feet, a chord bearing of South 56 degrees 32 minutes 47 seconds East a distance of 110.55 feet and an arc distance of 117.14 feet; THENCE North 89 degrees 53 minutes 49 seconds East tangent with the last described curve a distance of 32.70 feet to the point of termination, whence the Southeast corner of said Section 14 bears North 20 degrees 59 minutes 42 seconds West a distance of 128.66 feet; Sidelines are shortened or lengthened to intersect the southerly line of said parcel of land recorded in book 264, page 426, and the westerly line of the Surrey Ridge Substation boundary. Parcel E: A parcel of land located in Sections 24 and 23, Township 6 South, Range 67 West of the Sixth Principal Meridian, Douglas County, Colorado, being more particularly described as follows: COMMENCING at the Northwest corner of said Section 24, whence the West Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11 seconds East, a distance of 2667.01 feet; THENCE South 11 degrees 21 minutes 30 seconds East a distance of 340.73 feet to the southerly line of Surrey Ridge Substation Site, being the POINT OF BEGINNING; THENCE North 89 degrees 54 minutes 50 seconds East along said southerly line of Surrey Ridge Substation site a distance of 185.92 feet; THENCE South 24 degrees 09 minutes 27 seconds West, a distance of 185.11 feet; THENCE South 03 degrees 23 minutes 27 seconds East a distance of 1233.70 feet; THENCE South 17 degrees 16 minutes 47 seconds West a distance of 919.76 feet; THENCE South 38 degrees 14 minutes 15 seconds West a distance of 1281.45 feet; THENCE South 07 degrees 51 minutes 01 seconds West a distance of 1498.69 feet; SCHEDULE B-10 THENCE South 89 degrees 32 minutes 01 seconds West along the northerly line of a parcel of land described in Reception Number 105224, Document Number 1630, recorded in the Douglas County Clerk and Recorders Office on March 23, 1959 a distance of 101.06 feet; THENCE North 07 degrees 51 minutes 01 seconds East a distance of 1540.46 feet; THENCE North 38 degrees 14 minutes 15 seconds East a distance of 1290.11 feet; THENCE North 17 degrees 16 minutes 47 seconds East a distance of 883.02 feet; THENCE North 03 degrees 23 minutes 27 seconds West a distance of 1390.31 feet to the POINT OF BEGINNING. Parcel F: A parcel of land lying in Section 13, Section 14, Section 23 and Section 24 all in Township 6 South, Range 67 West of the Sixth Principal Meridian, Douglas County, Colorado, being more particularly described as follows: COMMENCING at the Northwest Corner of said Section 24, whence the West Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11 seconds East a distance of 2667.01 feet; THENCE South 89 degrees 14 minutes 28 seconds West along the northerly line of the Northeast quarter of said Section 23 a distance of 27.78 feet to the POINT OF BEGINNING; THENCE North 75 degrees 40 minutes 59 seconds East a distance of 184.77 feet; THENCE South 87 degrees 37 minutes 41 seconds East a distance of 152.52 feet; THENCE South 46 degrees 56 minutes 28 seconds East a distance of 121.54 feet; THENCE South 06 degrees 45 minutes 06 seconds East a distance of 281.45 feet; THENCE South 46 degrees 47 minutes 03 seconds West a distance of 166.26 feet; THENCE North 74 degrees 24 minutes 57 seconds West a distance of 329.96 feet; THENCE North 02 degrees 21 minutes 14 seconds West a distance of 348.59 feet to the POINT OF BEGINNING; Excepting therefrom the following described parcel of land: SCHEDULE B-11 COMMENCING at the Northwest Corner of said Section 24, whence the West Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11 seconds East a distance of 2667.01 feet; THENCE South 58 degrees 06 minutes 25 seconds East a distance of 54.13 feet to the POINT OF BEGINNING; THENCE North 89 degrees 48 minutes 35 seconds East a distance of 233.36 feet; WELD COUNTY 13. NEW GILCREST SUBSTATION A parcel of land located in the Southwest one-quarter of Section 10, Township 4 North, Range 66 West of the Sixth Principal Meridian, County of Weld, State of Colorado, being more particularly described as follows: Basis of bearings: The South one-quarter line of Section 10, Township 4 North, Range 66 West of the Sixth Principal Meridian, bearing N89 degrees 26'15"E. Commencing at the Southwest corner of said Section 10; thence N34 degrees 06'30"E a distance of 80.25 feet to the Point Of Beginning; thence N00 degrees 00'00"E parallel with and 45 feet East of the West line of the Southwest one-quarter of said Section 10 a distance of 304.02 feet; thence N89 degrees 26'15"E parallel with the South line of the Southwest one-quarter of said Section 10 a distance of 325.02 feet; thence S00 degrees 00'00"E parallel with the West line of the Southwest one-quarter of said Section 10 a distance of 325.02 feet to a point 45 feet North of the South line of the Southwest one-quarter of said Section 10; thence S89 degrees 26'15"W parallel with the South line of the Southwest one-quarter of said Section 10 a distance of 304.02 feet; thence N45 degrees 16'52"W a distance of 29.55 feet to the Point Of Beginning. Said parcel of land containing 105,409.60 square feet or 2.419 acres more or less. PART THIRD. (MISCELLANEOUS PROPERTY) The following residences, garages, warehouses, buildings, structures, works and sites and the Company's lands on which the same are situated, and all easements, rights, rights of way, permits, franchises, consents, privileges, licenses, machinery, equipment, furniture and fixtures, appurtenances and supplies forming a part of said residences, garages, warehouses, buildings, structures, works and sites, or any of them, or used or enjoyed or capable of being used or enjoyed in connection or conjunction therewith, situated in the State of Colorado and the Counties thereof, more particularly described as follows: JEFFERSON COUNTY SCHEDULE B-12 14. GROUND EQUIPMENT COMPANY TRACT That part of Section 22, Township 2 South, Range 70 West of the 6th Principal Meridian, lying between Colorado State Highway No. 72 and the Denver and Rio Grande Western Railroad, County of Jefferson, State of Colorado, more particularly described as follows: Commencing at the West one-quarter of said Section 22; thence South 0 degrees 25'48" East along the West line of said Section 22, a distance of 721.74 feet to a point on the North right of way of the Denver and Rio Grande Western Railroad; thence along North right of way as follows: South 80 degrees 28'31" East a distance of 2033.16 feet to a point of circular curve; thence along the arc of said curve to the left having a radius of 2764.79 feet and a central angle of 13 degrees 14' a distance of 638.57 feet to the end of said curve, thence North 86 degrees 17'29" East, a distance of 729.07 feet to the true Point of Beginning, being Southeast corner of the parcel to be described, and also the Southeast corner of the exterior boundary as described in Deed recorded in Book 1813 at Page 365; thence departing said railroad right of way line, North 01 degrees 03'14" West, a distance of 1023.73 feet to a point on the southerly right of way of Colorado State Highway No. 72; thence North 83 degrees 39'30" West along said southerly right of way, a distance of 414.42 feet; thence South 01 degrees 03'14" East, a distance of 1096.13 feet to a point on the North right of way of said railroad; thence North 86 degrees 17'29" East along said railroad right of way, a distance of 411.41 feet to the Point of Beginning, except any portion of the above described property conveyed by Deed to the Denver Northwestern and Pacific Railway Company recorded June 25, 1907 in Book 121 at Page 290, of the Jefferson County Records, and, Except portion conveyed to D. L. Billings Co. Inc., trustee, by Deed recorded June 3, 1982 at Reception No. 82037261. Also known as Lots 16, 17, 18, part of Lot 15 and part of Lot 19, Block A, Lot 15, part of Lot 13 and part of Lot 14, Block D, together with that portion of Bronco Lane adjacent to said Lots, all in Northwest Industrial, County of Jefferson, State of Colorado. SCHEDULE B-13 EX-4.02 4 c73066exv4w02.txt EX-4.02 SUPPLEMENTAL INDENTURE DATED SEPT 15, 2002 EXHIBIT 4.02 SUPPLEMENTAL INDENTURE (DATED AS OF SEPTEMBER 15, 2002) -------- PUBLIC SERVICE COMPANY OF COLORADO TO U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE -------- CREATING AN ISSUE OF FIRST MORTGAGE BONDS, COLLATERAL SERIES I -------- (SUPPLEMENTAL TO INDENTURE DATED AS OF DECEMBER 1, 1939, AS AMENDED) SUPPLEMENTAL INDENTURE, dated as of September 15, 2002, between PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws of the State of Colorado (the "Company"), party of the first part, and U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION), a national banking association, as successor trustee (the "Trustee") to Morgan Guaranty Trust Company of New York (formerly Guaranty Trust Company of New York), party of the second part. WHEREAS, the Company heretofore executed and delivered to the Trustee its Indenture, dated as of December 1, 1939 (the "Principal Indenture"), to secure its First Mortgage Bonds from time to time issued thereunder; and WHEREAS, the Company has heretofore executed and delivered to the Trustee the Supplemental Indentures referred to in Schedule A hereto for certain purposes, including the creation of series of bonds, the subjection to the lien of the Principal Indenture of property acquired after the execution and delivery thereof, the amendment of certain provisions of the Principal Indenture and the appointment of the successor Trustee; and WHEREAS, the Principal Indenture as supplemented and amended by all Supplemental Indentures heretofore executed by the Company and the Trustee is hereinafter referred to as the "Indenture", and, unless the context requires otherwise, references herein to Articles and Sections of the Indenture shall be to Articles and Sections of the Principal Indenture as so amended; and WHEREAS, the Company proposes to create a new series of First Mortgage Bonds to be designated as First Mortgage Bonds, Collateral Series I (the "Collateral Series I Bonds"), to be issued and delivered to the trustee under the 1993 Mortgage (as hereinafter defined) as the basis for the authentication and delivery under the 1993 Mortgage of a series of securities, all as hereinafter provided, and to vary in certain respects the covenants and provisions contained in Article V of the Indenture, to the extent that such covenants and provisions apply to the Collateral Series I Bonds; and WHEREAS, the Company, pursuant to the provisions of the Indenture, has, by appropriate corporate action, duly resolved and determined to execute this Supplemental Indenture for the purpose of providing for the creation of the Collateral Series I Bonds and of specifying the form, provisions and particulars thereof, as in the Indenture provided or permitted and of giving to the Collateral Series I Bonds the protection and security of the Indenture; and WHEREAS, the Company represents that all acts and proceedings required by law and by the charter and by-laws of the Company, including all action requisite on the part of its shareholders, directors and officers, necessary to make the Collateral Series I Bonds, when executed by the Company, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal obligations of the Company, and to constitute the Principal Indenture and all indentures supplemental thereto, including this Supplemental Indenture, valid, binding and legal instruments for the security of the bonds of all series, including the Collateral Series I Bonds, in accordance with the terms of such bonds and such instruments, have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That Public Service Company of Colorado, the Company named in the Indenture, in consideration of the premises and of One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in pursuance of the direction and authority of the Board of Directors of the Company given at a meeting thereof duly called and held, and in order to create the Collateral Series I Bonds and to specify the form, terms and provisions thereof, and to secure the payment of the principal of and premium, if any, and interest, if any, on all bonds from time to time outstanding under the Indenture, including the Collateral Series I Bonds, according to the terms of said bonds, and to secure the performance and observance of all of the covenants and conditions contained in the Indenture, has executed and delivered this Supplemental Indenture and has granted, bargained, sold, warranted, aliened, remised, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed unto U.S. Bank Trust National Association, as Trustee, and its successor or successors in the trust and its and their assigns forever; TO HAVE AND TO HOLD all and singular the properties, rights, privileges and franchises described in the Principal Indenture and in the several Supplemental Indentures hereinabove referred to and owned by the Company on the date of the execution and delivery hereof (other than property of a character expressly excepted from the lien of the Indenture as therein set forth) unto the Trustee and its successor or successors and assigns forever; SUBJECT, HOWEVER, to permitted encumbrances as defined in the Indenture; IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the Indenture, for the equal and proportionate benefit and security of all present and future holders of the bonds and coupons issued and to be issued under the Indenture, including the Collateral Series I Bonds, without preference, priority or distinction as to lien (except as any sinking, amortization, improvement or other fund established in accordance with the provisions of the Indenture or any indenture supplemental thereto may afford additional security for the bonds of any particular series) of any of said bonds over any others thereof by reason of series, priority in the time of the issue or negotiation thereof, or otherwise howsoever, except as provided in Section 2 of Article IV of the Indenture. ARTICLE ONE CREATION AND DESCRIPTION OF THE COLLATERAL SERIES I BONDS SECTION 1. A new series of bonds to be issued under and secured by the Indenture is hereby created, the bonds of such new series to be designated First Mortgage Bonds, Collateral Series I. The Collateral Series I Bonds shall be limited to an aggregate principal amount of Five Hundred Thirty Million dollars ($530,000,000), excluding any Collateral Series I 2 Bonds which may be authenticated and exchanged for or in lieu of or in substitution for or on transfer of other Collateral Series I Bonds pursuant to any provisions of the Indenture. The Collateral Series I Bonds shall mature on June 27, 2003. The Collateral Series I Bonds shall not bear interest. The principal of each Collateral Series I Bond shall be payable, upon presentation thereof, at the office or agency of the Company in the city in which the principal corporate trust office of the 1993 Mortgage Trustee (as hereinafter defined) is located, in any coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts. The Collateral Series I Bonds shall be issued and delivered by the Company to U.S. Bank Trust National Association, as successor trustee under the Indenture, dated as of October 1, 1993, as supplemented (the "1993 Mortgage"), of the Company to such successor trustee (the "1993 Mortgage Trustee"), as the basis for the authentication and delivery under the 1993 Mortgage of a series of securities. As provided in the 1993 Mortgage, the Collateral Series I Bonds will be registered in the name of the 1993 Mortgage Trustee or its nominee and will be owned and held by the 1993 Mortgage Trustee, subject to the provisions of the 1993 Mortgage, for the benefit of the holders of all securities from time to time outstanding under the 1993 Mortgage, and the Company shall have no interest therein. Any payment or deemed payment by the Company under the 1993 Mortgage of the principal of the securities which shall have been authenticated and delivered under the 1993 Mortgage on the basis of the issuance and delivery to the 1993 Mortgage Trustee of Collateral Series I Bonds (other than by the application of the proceeds of a payment in respect of such Collateral Series I Bonds) shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of such Collateral Series I Bonds which is then due. The Trustee may conclusively presume that the obligation of the Company to pay the principal of the Collateral Series I Bonds as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the 1993 Mortgage Trustee, signed by an authorized officer thereof, stating that the principal of specified Collateral Series I Bonds has become due and payable and has not been fully paid, and specifying the amount of funds required to make such payment. Each Collateral Series I Bond shall be dated as of the date of its authentication. The Collateral Series I Bonds shall be issued as fully registered bonds only, in denominations of $1,000 and multiples thereof. The Collateral Series I Bonds shall be registerable and exchangeable at the office or agency of the Company in the city in which the principal corporate trust office of the 1993 Mortgage Trustee is located, in the manner and upon the terms set forth in Section 5 of Article II of the Indenture; provided, however, that the Collateral Series I Bonds shall not be transferrable except to a successor trustee under the 1993 Mortgage. No service charge shall be made for any exchange or transfer of any Collateral Series I Bond. 3 SECTION 2. The text of the Collateral Series I Bonds shall be substantially in the form attached hereto as Exhibit A. SECTION 3. The Collateral Series I Bonds may be executed by the Company and delivered to the Trustee and, upon compliance with all applicable provisions and requirements of the Indenture in respect thereof, shall be authenticated by the Trustee and delivered (without awaiting the filing or recording of this Supplemental Indenture) in accordance with the written order or orders of the Company. ARTICLE TWO REDEMPTION OF THE COLLATERAL SERIES I BONDS SECTION 1. Each Collateral Series I Bond shall be redeemable at the option of the Company in whole at any time, or in part from time to time, prior to maturity, at a redemption price equal to 100% of the principal amount thereof to be redeemed. SECTION 2. The provisions of Sections 3, 4, 5, 6 and 7 of Article V of the Indenture shall be applicable to the Collateral Series I Bonds, except that (a) no publication of notice of redemption of the Collateral Series I Bonds shall be required and (b) if less than all the Collateral Series I Bonds are to be redeemed, the Collateral Series I Bonds to be redeemed shall be selected in the principal amounts designated to the Trustee by the Company, and except as such provisions may otherwise be inconsistent with the provisions of this Article Two. SECTION 3. The holder of each and every Collateral Series I Bond hereby agrees to accept payment thereof prior to maturity on the terms and conditions provided for in this Article Two. ARTICLE THREE ACKNOWLEDGMENT OF RIGHT TO VOTE OR CONSENT WITH RESPECT TO CERTAIN AMENDMENTS TO INDENTURE The Company hereby acknowledges the right of the holders of the Collateral Series I Bonds to vote or consent with respect to any or all of the modifications to the Indenture referred to in Article Three of the Supplemental Indenture, dated as of March 1, 1980, irrespective of the fact that the Bonds of the Second 1987 Series are no longer outstanding; provided, however, that such acknowledgment shall not impair (a) the right of the Company to make such modifications without the consent or other action of the holders of the Bonds of the 2020 Series or the bonds of any other series subsequently created under the Indenture with respect to which the Company has expressly reserved such right or (b) the right of the Company to reserve the right to make such modifications without the consent or other action of the holders of bonds of one or more, or any or all, series created subsequent to the creation of the Collateral Series I Bonds. 4 ARTICLE FOUR THE TRUSTEE The Trustee accepts the trusts created by this Supplemental Indenture upon the terms and conditions set forth in the Indenture and this Supplemental Indenture. The recitals in this Supplemental Indenture are made by the Company only and not by the Trustee. Each and every term and condition contained in Article XII of the Indenture shall apply to this Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Supplemental Indenture. ARTICLE FIVE MISCELLANEOUS PROVISIONS SECTION 1. Subject to the variations contained in Article Two of this Supplemental Indenture, the Indenture is in all respects ratified and confirmed and the Principal Indenture, this Supplemental Indenture and all other indentures supplemental to the Principal Indenture shall be read, taken and construed as one and the same instrument. Neither the execution of this Supplemental Indenture nor anything herein contained shall be construed to impair the lien of the Indenture on any of the properties subject thereto, and such lien shall remain in full force and effect as security for all bonds now outstanding or hereafter issued under the Indenture. All covenants and provisions of the Indenture shall continue in full force and effect and this Supplemental Indenture shall form part of the Indenture. SECTION 2. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Supplemental Indenture, shall not be a Business Day (as defined in the 1993 Mortgage), such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Supplemental Indenture. SECTION 3. The terms defined in the Indenture shall, for all purposes of this Supplemental Indenture, have the meaning specified in the Indenture except as set forth in Section 4 of this Article or otherwise set forth in this Supplemental Indenture or unless the context clearly indicates some other meaning to be intended. SECTION 4. Any term defined in Section 303 of the Trust Indenture Act of 1939, as amended, and not otherwise defined in the Indenture shall, with respect to this Supplemental Indenture and the Collateral Series I Bonds, have the meaning assigned to such term in Section 303 as in force on the date of the execution of this Supplemental Indenture. SECTION 5. This Supplemental Indenture may be executed in any number of counterparts, and all of said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. 5 IN WITNESS WHEREOF, Public Service Company of Colorado, party hereto of the first part, has caused its corporate name to be hereunto affixed, and this instrument to be signed by its President, an Executive Vice President, a Senior Vice President or a Vice President, and its corporate seal to be hereunto affixed and attested by its Secretary or an Assistant Secretary for and in its behalf; and U.S. Bank Trust National Association, the party hereto of the second part, in evidence of its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to be signed and its corporate seal to be affixed by one of its Assistant Vice Presidents and attested by one of its Trust Officers, for and in its behalf, all as of the day and year first above written. PUBLIC SERVICE COMPANY OF COLORADO By: /s/ Paul E. Pender ------------------- Name: Paul E. Pender Title: Vice President and Treasurer ATTEST: /s/ Anne Ziebell ---------------- Name: Anne Ziebell Title: Assistant Secretary STATE OF MINNESOTA ) ) ss.: CITY OF MINNEAPOLIS ) On this 20th day of September, 2002, before me, Sharon M. Quellhorst, a duly authorized Notary Public in and for said City in the State aforesaid, personally appeared Paul E. Pender and Anne Ziebell to me known to be a Vice President and Treasurer and the Assistant Secretary, respectively, of PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws of the State of Colorado, one of the corporations that executed the within and foregoing instrument; and the said Vice President and Treasurer and Assistant Secretary severally acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument and that the seal affixed thereto is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. /s/ Sharon M. Quellhorst ------------------------ Name: Sharon M. Quellhorst Notary Public, State of Colorado Commission Expires: January 31, 2005 6 U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Ignazio Tamburello ---------------------- Name: Ignazio Tamburello Title: Assistant Vice President ATTEST: /s/ Adam Berman --------------- Name: Adam Berman Title: Trust Officer STATE OF NEW YORK ) ) ss.: CITY AND COUNTY OF NEW YORK ) On this 20th day of September, 2002, before me, Doris Ware, a duly authorized Notary Public in and for said City and County in the State aforesaid, personally appeared Ignazio Tamburello and Adam Berman to me known to be an Assistant Vice President and a Trust Officer, respectively, of U.S. BANK TRUST NATIONAL Association, a national banking association, one of the corporations that executed the within and foregoing instrument; and the said Assistant Vice President and Trust Officer severally acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument and that the seal affixed thereto is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. /s/ Doris Ware -------------- Name: Doris Ware Notary Public, State of New York Commission Expires: November 9, 2005 7 EXHIBIT A FORM OF COLLATERAL SERIES I BOND THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE INDENTURE, DATED AS OF OCTOBER 1, 1993, AS SUPPLEMENTED, BETWEEN PUBLIC SERVICE COMPANY OF COLORADO AND U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION), AS SUCCESSOR TRUSTEE THEREUNDER. PUBLIC SERVICE COMPANY OF COLORADO FIRST MORTGAGE BOND, Collateral Series I DUE 2003 REGISTERED REGISTERED No. 1 $530,000,000 FOR VALUE RECEIVED, PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws of the State of Colorado (hereinafter sometimes called the "Company"), promises to pay to U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), as successor trustee (the "1993 Mortgage Trustee") under the Indenture, dated as of October 1, 1993 (the "1993 Mortgage"), of the Company, or registered assigns, Five Hundred Thirty Million Dollars on June 27, 2003, at the office or agency of the Company in the city in which the principal corporate trust office of the 1993 Mortgage Trustee is located. This bond shall not bear interest. The principal of this bond shall be payable in any coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts. Any payment or deemed payment by the Company under the 1993 Mortgage of the principal of securities which shall have been authenticated and delivered under the 1993 Mortgage on the basis of the issuance and delivery to the 1993 Mortgage Trustee of this bond (the "1993 Mortgage Securities") (other than by the application of the proceeds of a payment in respect of this bond) shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of this bond which is then due. This bond is one of an issue of bonds of the Company, issued and to be issued in one or more series under and equally and ratably secured (except as any sinking, amortization, improvement or other fund, established in accordance with the provisions of the indenture hereinafter mentioned, may afford additional security for the bonds of any particular series) by a certain indenture, dated as of December 1, 1939, made by the Company to U.S. BANK TRUST EXHIBIT A-1 NATIONAL ASSOCIATION (formerly First Trust of New York, National Association), as successor trustee (hereinafter called the "Trustee") to Morgan Guaranty Trust Company of New York (formerly Guaranty Trust Company of New York), as amended and supplemented by several indentures supplemental thereto, including the Supplemental Indenture dated as of September 15, 2002 (said Indenture as amended and supplemented by said indentures supplemental thereto being hereinafter called the "Indenture"), to which Indenture reference is hereby made for a description of the property mortgaged, the nature and extent of the security, the rights and limitations of rights of the Company, the Trustee, and the holders of said bonds, under the Indenture, and the terms and conditions upon which said bonds are secured, to all of the provisions of which Indenture and of all indentures supplemental thereto in respect of such security, including the provisions of the Indenture permitting the issue of bonds of any series for property which, under the restrictions and limitations therein specified, may be subject to liens prior to the lien of the Indenture, the holder, by accepting this bond, assents. To the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of said bonds (including those pertaining to any sinking or other fund) may be changed and modified, with the consent of the Company, by the holders of at least 75% in aggregate principal amount of the bonds then outstanding (excluding bonds disqualified from voting by reason of the Company's interest therein as provided in the Indenture); provided, however, that without the consent of the holder hereof no such modification or alteration shall be made which will extend the time of payment of the principal of this bond or reduce the principal amount hereof or effect any other modification of the terms of payment of such principal or will reduce the percentage of bonds required for the aforesaid actions under the Indenture. The Company has reserved the right to amend the Indenture without any consent or other action by holders of any series of bonds created after October 31, 1975 (including this series) so as to change 75% in the foregoing sentence to 60% and to change certain procedures relating to bondholders' meetings. This bond is one of a series of bonds designated as the First Mortgage Bonds, Collateral Series I, of the Company. This bond shall be redeemable at the option of the Company in whole at any time, or in part from time to time, prior to maturity, at a redemption price equal to 100% of the principal amount thereof to be redeemed. The principal of this bond may be declared or may become due before the maturity hereof, on the conditions, in the manner and at the times set forth in the Indenture, upon the happening of an event of default as therein provided. This bond is not transferable except to a successor trustee under the 1993 Mortgage, any such transfer to be made at the office or agency of the Company in the city in which the principal corporate trust office of the 1993 Mortgage Trustee is located, upon surrender and cancellation of this bond, and thereupon a new bond of this series of a like principal amount will be issued to the transferee in exchange therefor, as provided in the Indenture. The Company, the Trustee, any paying agent and any registrar 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. This bond, alone or with other bonds of this series, may in like manner be exchanged at such office or agency for one or more new bonds of this series of the same aggregate principal amount, all as provided in the Indenture. No service charge shall be made to any holder of any bond of this series for any exchange or transfer of bonds. EXHIBIT A-2 No recourse under or upon any covenant or obligation of the Indenture, or of any bonds thereby secured, or for any claim based thereon, or otherwise in any manner in respect thereof, shall be had against any incorporator, subscriber to the capital stock, shareholder, officer or director, as such, of the Company, whether former, present or future, either directly, or indirectly through the Company or the Trustee, by the enforcement of any subscription to capital stock, assessment or otherwise, or by any legal or equitable proceeding by virtue of any statute or otherwise (including, without limiting the generality of the foregoing, any proceeding to enforce any claimed liability of shareholders of the Company based upon any theory of disregarding the corporate entity of the Company or upon any theory that the Company was acting as the agent or instrumentality of the shareholders), any and all such liability of incorporators, shareholders, subscribers, officers and directors, as such, being released by the holder hereof, by the acceptance of this bond, and being likewise waived and released by the terms of the Indenture under which this bond is issued. This bond shall not be valid or become obligatory for any purpose until the certificate of authentication endorsed hereon shall have been signed by U.S. Bank Trust National Association, or its successor, as Trustee under the Indenture. IN WITNESS WHEREOF, Public Service Company of Colorado has caused this bond to be signed in its name by a Vice President and its corporate seal to be affixed hereto and attested by its Secretary or an Assistant Secretary. Dated: PUBLIC SERVICE COMPANY OF COLORADO By: ------------------------------ Vice President and Treasurer ATTEST: ------------------------------ Assistant Secretary CERTIFICATE OF AUTHENTICATION This is one of the securities of the series designated therein referred to in the within-mentioned Supplemental Indenture. Dated: U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE By: ------------------------------ Authorized Officer EXHIBIT A-3 SCHEDULE A SUPPLEMENTAL INDENTURES

DATE OF SERIES OF BONDS PRINCIPAL PRINCIPAL SUPPLEMENTAL --------------- AMOUNT ISSUED AMOUNT INDENTURE ------------- OUTSTANDING --------- ----------- March 14, 1941 None -- -- May 14, 1941 None -- -- April 28, 1942 None -- -- April 14, 1943 None -- -- April 27, 1944 None -- -- April 18, 1945 None -- -- April 23, 1946 None -- -- April 9, 1947 None -- -- June 1, 1947* 2-7/8% Series due 1977 $ 40,000,000 None April 1, 1948 None -- -- May 20, 1948 None -- -- October 1, 1948 3-1/8% Series due 1978 10,000,000 None April 20, 1949 None -- -- April 24, 1950 None -- -- April 18, 1951 None -- -- October 1, 1951 3-1/4% Series due 1981 15,000,000 None April 21, 1952 None -- -- December 1, 1952 None -- -- April 15, 1953 None -- -- April 19, 1954 None -- -- October 1, 1954* 3-1/8% Series due 1984 20,000,000 None April 18, 1955 None -- -- April 24, 1956 None -- -- May 1, 1957* 4-3/8% Series due 1987 30,000,000 None April 10, 1958 None -- -- May 1, 1959 4-5/8% Series due 1989 20,000,000 None April 18, 1960 None -- -- April 19, 1961 None -- -- October 1, 1961 4-1/2% Series due 1991 30,000,000 None March 1, 1962 4-5/8% Series due 1992 8,800,000 None June 1, 1964 4-1/2% Series due 1994 35,000,000 None May 1, 1966 5-3/8% Series due 1996 35,000,000 None July 1, 1967* 5-7/8% Series due 1997 35,000,000 None July 1, 1968* 6-3/4% Series due 1998 25,000,000 None April 25, 1969 None -- --

SCHEDULE A-1

DATE OF SERIES OF BONDS PRINCIPAL PRINCIPAL SUPPLEMENTAL --------------- AMOUNT ISSUED AMOUNT INDENTURE ------------- OUTSTANDING --------- ----------- April 21, 1970 None -- -- September 1, 1970 8-3/4% Series due 2000 35,000,000 None February 1, 1971 7-1/4% Series due 2001 40,000,000 None August 1, 1972 7-1/2% Series due 2002 50,000,000 None June 1, 1973 7-5/8% Series due 2003 50,000,000 None March 1, 1974 Pollution Control Series A 24,000,000 None December 1, 1974 Pollution Control Series B 50,000,000 None October 1, 1975 9-3/8% Series due 2005 50,000,000 None April 28, 1976 None -- -- April 28, 1977 None -- -- November 1, 1977* 8-1/4% Series due 2007 50,000,000 None April 28, 1978 None -- -- October 1, 1978 9-1/4% Series due 2008 50,000,000 None October 1, 1979* Pollution Control Series C 50,000,000 None March 1, 1980* 15% Series due 1987 50,000,000 None April 28, 1981 None -- -- November 1, 1981* Pollution Control Series D 27,380,000 None December 1, 1981* 16-1/4% Series due 2011 50,000,000 None April 29, 1982 None -- -- May 1, 1983* Pollution Control Series E 42,000,000 None April 30, 1984 None -- -- March 1, 1985* 13% Series due 2015 50,000,000 None November 1, 1986* Pollution Control Series F 27,250,000 None May 1, 1987* 8.95% Series due 1992 75,000,000 None July 1, 1990* 9-7/8% Series due 2020 75,000,000 None December 1, 1990* Secured Medium-Term Notes, Series A 191,500,000** 15,000,000 March 1, 1992* 8-1/8% Series due 2004 and 100,000,000 100,000,000 8-3/4% Series due 2022 150,000,000 146,340,000 April 1, 1993* Pollution Control Series G 79,500,000 79,500,000 June 1, 1993* Pollution Control Series H 50,000,000 50,000,000 November 1, 1993* Collateral Series A 134,500,000 134,500,000 January 1, 1994* Collateral Series B due 2001 and 102,667,000 None Collateral Series B due 2024 110,000,000 110,000,000 September 2, 1994 None -- -- (Appointment of Successor Trustee) May 1, 1996 Collateral Series C 125,000,000 125,000,000

SCHEDULE A-2

DATE OF SERIES OF BONDS PRINCIPAL PRINCIPAL SUPPLEMENTAL --------------- AMOUNT ISSUED AMOUNT INDENTURE ------------- OUTSTANDING --------- ----------- November 1, 1996 Collateral Series D 250,000,000 175,000,000 February 1, 1997 Collateral Series E 150,000,000 None April 1, 1998 Collateral Series F 250,000,000 250,000,000 August 15, 2002 Collateral Series G 48,750,000 48,750,000 September 1, 2002 Collateral Series H 600,000,000 600,000,000

- ---------------- * Contains amendatory provisions ** $200,000,000 authorized SCHEDULE A-3 EX-4.03 5 c73066exv4w03.txt EX-4.03 SUPPLEMENTAL INDENTURE DATED AUG. 15, 2002 EXHIBIT 4.03 PUBLIC SERVICE COMPANY OF COLORADO TO U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE --------------------- SUPPLEMENTAL INDENTURE NO. 8 Dated as of August 15, 2002 Supplemental to the Indenture dated as of October 1, 1993 --------------------- Establishing the Securities of Series No. 7, designated First Collateral Trust Bonds, Series No. 7 (Ambac Collateral Bonds) SUPPLEMENTAL INDENTURE NO. 8, dated as of August 15, 2002, between PUBLIC SERVICE COMPANY OF COLORADO, a corporation duly organized and existing under the laws of the State of Colorado (hereinafter sometimes called the "Company"), and U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION), a national banking association, as successor trustee (hereinafter sometimes called the "Trustee") to Morgan Guaranty Trust Company of New York under the Indenture, dated as of October 1, 1993 (hereinafter called the "Original Indenture"), as previously supplemented and as further supplemented by this Supplemental Indenture No. 8. The Original Indenture and any and all indentures and all other instruments supplemental thereto are hereinafter sometimes collectively called the "Indenture". RECITALS OF THE COMPANY The Original Indenture was authorized, executed and delivered by the Company to provide for the issuance from time to time of its Securities (such term and all other capitalized terms used herein without definition having the meanings assigned to them in the Original Indenture), to be issued in one or more series as contemplated therein, and to provide security for the payment of the principal of and premium, if any, and interest, if any, on the Securities. The Company has heretofore executed and delivered to the Trustee the Supplemental Indentures referred to in Schedule A hereto for the purpose of establishing a series of bonds and appointing the successor Trustee. The Company has heretofore entered into two separate Financing Agreements, each dated as of January 1, 1999, with each of Adams County, Colorado and Pueblo County, Colorado (the "Counties") pursuant to which each of the Counties in effect loaned the proceeds of the Pollution Control Refunding Revenue Bonds (collectively, the "Series 1999 Bonds") issued pursuant to separate Indentures of Trust between each County and U.S. Bank National Association, as Trustee, dated as of January 1, 1999 (the "Series 1999 Bond Indentures") to the Company for the purpose of refunding certain outstanding series of pollution control bonds and the Company executed and delivered a note to each of the Counties in the amount of the respective proceeds (the "1999 Series Notes"). The payment of principal of and interest on the 1999 Series Notes are applied solely to the payment of the related Series 1999 Bonds. In connection with the issuance of the Series 1999 Bonds, Ambac Assurance Corporation ("Ambac") issued municipal bond insurance policies (the "Policies") to each of the Counties relating to the Series 1999 Bonds. The Company entered into an Insurance Agreement (the "Insurance Agreement"), dated as of January 21, 1999, with Ambac as part of the consideration for the delivery by Ambac of the Policies, pursuant to which the Company is absolutely and unconditionally obligated, among other matters, to reimburse Ambac for all amounts advanced by Ambac under the Policies. As additional consideration for Ambac issuing the Policies, the Company agreed not to issue any secured debt in an amount above a specified threshold until the Company issues similar secured debt to Ambac (the "Ambac Secured Debt"). The Company now desires to issue the Ambac Secured Debt by establishing a series of Securities to be designated "First Collateral Trust Bonds, Series No. 7 (Ambac Collateral Bonds)", such series of Securities to be hereinafter sometimes called "Series No. 7". The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 8 to establish the Securities of Series No. 7 and has duly authorized the issuance of such Securities; and all acts necessary to make this Supplemental Indenture No. 8 a valid agreement of the Company, and to make the Securities of Series No. 7 valid obligations of the Company, have been performed. GRANTING CLAUSES NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 8 WITNESSETH, that, in consideration of the premises, and in order to secure the payment of the principal of and premium, if any, and interest, if any, on all Securities from time to time Outstanding and the performance of the covenants contained therein and in the Indenture and to declare the terms and conditions on which such Securities are secured, the Company hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms to the Trustee, and grants to the Trustee a security interest in, the following: GRANTING CLAUSE FIRST All right, title and interest of the Company, as of the date of the execution and delivery of this Supplemental Indenture No. 8, in and to property (other than Excepted Property), real, personal and mixed and wherever situated, in any case used or to be used in or in connection with the Electric Utility Business (whether or not such use is the sole use of such property), including without limitation (a) all lands and interests in land described or referred to in Schedule B hereto; (b) all other lands, easements, servitudes, licenses, permits, rights of way and other rights and interests in or relating to real property used or to be used in or in connection with the Electric Utility Business or relating to the occupancy or use of such real property, subject however, to the exceptions and exclusions set forth in clause (a) of Granting Clause First of the Original Indenture; (c) all plants, generators, turbines, engines, boilers, fuel handling and transportation facilities, air and water pollution control and sewage and solid waste disposal facilities and other machinery and facilities for the generation of electric energy; (d) all switchyards, lines, towers, substations, transformers and other machinery and facilities for the transmission of electric energy; (e) all lines, poles, conduits, conductors, meters, regulators and other machinery and facilities for the distribution of electric energy; (f) all buildings, offices, warehouses and other structures used or to be used in or in connection with the Electric Utility Business; (g) all pipes, cables, insulators, ducts, tools, computers and other data processing and/or storage equipment and other equipment, apparatus and facilities used or to be used in or in connection with the Electric Utility Business; (h) any or all of the foregoing properties in the process of construction; and (i) all other property, of whatever kind and nature, ancillary to or otherwise used or to be used in conjunction with any or all of the foregoing or otherwise, directly or indirectly, in furtherance of the Electric Utility Business; GRANTING CLAUSE SECOND Subject to the applicable exceptions permitted by Section 810(c), Section 1303 and Section 1305 of the Original Indenture, all property (other than Excepted Property) of the kind and nature described in Granting Clause First which may be hereafter acquired by the Company, it being the intention of the Company that all such property acquired by the Company after the date of the execution and delivery of this Supplemental Indenture No. 8 shall be as fully embraced within and subjected to the Lien hereof as if such property were owned by the Company as of the date of the execution and delivery of this Supplemental Indenture No. 8; 2 GRANTING CLAUSE FOURTH All other property of whatever kind and nature subjected or required to be subjected to the Lien of the Indenture by any of the provisions thereof; EXCEPTED PROPERTY Expressly excepting and excluding, however, from the Lien and operation of the Indenture all Excepted Property of the Company, whether now owned or hereafter acquired; TO HAVE AND TO HOLD all such property, real, personal and mixed, unto the Trustee, its successors in trust and their assigns forever; SUBJECT, HOWEVER, to (a) Liens existing at the date of the execution and delivery of the Original Indenture (including, but not limited to, the Lien of the PSCO 1939 Mortgage), (b) as to property acquired by the Company after the date of the execution and delivery of the Original Indenture, Liens existing or placed thereon at the time of the acquisition thereof (including, but not limited to, the Lien of any Class A Mortgage and purchase money Liens), (c) Retained Interests and (d) any other Permitted Liens, it being understood that, with respect to any property which was at the date of execution and delivery of the Original Indenture or thereafter became or hereafter becomes subject to the Lien of any Class A Mortgage, the Lien of the Indenture shall at all times be junior, subject and subordinate to the Lien of such Class A Mortgage; IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Holders from time to time of all Outstanding Securities without any priority of any such Security over any other such Security; PROVIDED, HOWEVER, that the right, title and interest of the Trustee in and to the Mortgaged Property shall cease, terminate and become void in accordance with, and subject to the conditions set forth in, Article Nine of the Original Indenture, and if, thereafter, the principal of and premium, if any, and interest, if any, on the Securities shall have been paid to the Holders thereof, or shall have been paid to the Company pursuant to Section 603 of the Original Indenture, then and in that case the Indenture shall terminate, and the Trustee shall execute and deliver to the Company such instruments as the Company shall require to evidence such termination; otherwise the Indenture, and the estate and rights thereby granted shall be and remain in full force and effect; and THE PARTIES HEREBY FURTHER COVENANT AND AGREE as follows: ARTICLE ONE SECURITIES OF SERIES NO. 7 There are hereby established the Securities of Series No. 7. The Securities of Series No. 7 are to be issued to Ambac pursuant to the Insurance Agreement as part of the consideration for the delivery by Ambac of the Policies. The Securities of Series No. 7 shall have the terms and characteristics set forth below (the lettered subdivisions set forth below corresponding to the lettered subdivisions of Section 301 of the Original Indenture): (a) the title of the Securities of such series shall be "First Collateral Trust Bonds, Series No. 7 (Ambac Collateral Bonds)"; provided, however, that, at any time after the 3 PSCO 1939 Mortgage shall have been satisfied and discharged, the Company shall have the right, without any consent or other action by the Holders of such Securities, to change such title in such manner as shall be deemed by the Company to be appropriate to reflect such satisfaction and discharge, such change to be evidenced in an Officer's Certificate; (b) the Securities of Series No. 7 shall be initially authenticated and delivered in the aggregate principal amount of $48,750,000; (c) interest on the Securities of Series No. 7 shall be payable to the Persons in whose names such Securities are registered at the close of business on the Regular Record Date for such interest, except as otherwise expressly provided in the form of such Securities attached as Exhibit A hereto; (d) the principal of the Securities of Series No. 7 shall be payable on January 1, 2019, the Stated Maturity. (e) the Securities of Series No. 7 shall bear interest at a rate of 5.10% per annum; interest shall accrue on the Securities of Series No. 7 from September 10, 2002, or the most recent date to which interest has been paid or duly provided for; the Interest Payment Dates for such Securities shall be January 1 and July 1 in each year, commencing January 1, 2003, and the Regular Record Dates with respect to the Interest Payment Dates for such Securities shall be December 15 and June 15 in each year, respectively (whether or not a Business Day); (f) the Corporate Trust Office of U.S. Bank Trust National Association in New York, New York shall be the place at which (i) the principal of, premium, if any, and interest, if any, on the Securities of Series No. 7 shall be payable, (ii) registration of transfer of such Securities may be effected, (iii) exchanges of such Securities may be effected and (iv) notices and demands to or upon the Company in respect of such Securities and the Indenture may be served; and U.S. Bank Trust National Association shall be the Security Registrar for such Securities; provided, however, that the Company reserves the right to change, by one or more Officer's Certificates, any such place or the Security Registrar; and provided, further, that the Company reserves the right to designate, by one or more Officer's Certificates, its principal office in Denver, Colorado as any such place or itself as the Security Registrar; (g) the Securities of Series No. 7 shall be redeemable as follows: At the time that any Series 1999 Bonds are redeemed pursuant to the Series 1999 Bond Indentures, Securities of Series No. 7 in a principal amount equal to the principal amount of Series 1999 Bonds so redeemed shall be subject to redemption by the Company at a Redemption Price equal to the price at which such Series 1999 Bonds are redeemed; (h) not applicable; (i) not applicable; (j) not applicable; (k) not applicable; (l) not applicable; 4 (m) not applicable; (n) not applicable; (o) not applicable; (p) not applicable; (q) the Securities of Series No. 7 are to be registered in the name of Ambac Assurance Corporation. Such Securities shall not be transferable, nor shall any purported transfer be registered except to a successor to Ambac under the Insurance Agreement upon delivery to the Trustee of a Company Request requesting such transfer. (r) not applicable; (s) no service charge shall be made for the exchange of the Securities of Series No. 7; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the exchange; (t) not applicable; (u) (i) If the Company shall have caused the Company's indebtedness in respect of any Securities of Series No. 7 to have been satisfied and discharged prior to the Maturity of such Securities, as provided in Section 901 of the Original Indenture, the Company shall, promptly after the date of such satisfaction and discharge, give a notice to each Person who was a Holder of any of such Securities on such date stating (A)(1) the aggregate principal amount of such Securities and (2) the aggregate amount of any money (other than amounts, if any, deposited in respect of accrued interest on such Securities) and the aggregate principal amount of, the rate or rates of interest on, and the aggregate fair market value of, any Eligible Obligations deposited pursuant to Section 901 of the Original Indenture with respect to such Securities and (B) that the Company will provide (and the Company shall promptly so provide) to such Person, or any beneficial owner of such Securities holding through such Person (upon written request to the Company sent to an address specified in such notice), such other information as such Person or beneficial owner, as the case may be, reasonably may request in order to enable it to determine the federal income tax consequences to it resulting from the satisfaction and discharge of the Company's indebtedness in respect of such Securities. Thereafter, the Company shall, within forty-five (45) days after the end of each calendar year, give to each Person who at any time during such calendar year was a Holder of such Securities a notice containing (X) such information as may be necessary to enable such Person to report its income, gain or loss for federal income tax purposes with respect to such Securities or the assets held on deposit in respect thereof during such calendar year or the portion thereof during which such Person was a Holder of such Securities, as the case may be (such information to be set forth for such calendar year as a whole and for each month during such year) and (Y) a statement to the effect that the Company will provide (and the Company shall promptly so provide) to such Person, or any beneficial owner of such Securities holding through such Person (upon written request to the Company sent to an address specified in such notice), such other information as 5 such Person or beneficial owner, as the case may be, reasonably may request in order to enable it to determine its income, gain or loss for federal income tax purposes with respect to such Securities or such assets for such year or portion thereof, as the case may be. The obligation of the Company to provide or cause to be provided information for purposes of income tax reporting by any Person as described in the first two sentences of this paragraph shall be deemed to have been satisfied to the extent that the Company has provided or caused to be provided substantially comparable information pursuant to any requirements of the Internal Revenue Code of 1986, as amended from time to time (the "Code") and United States Treasury regulations thereunder. (ii) Notwithstanding the provisions of subparagraph (i) above, the Company shall not be required to give any notice specified in such subparagraph or to otherwise furnish any of the information contemplated therein if the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize income, gain or loss for federal income tax purposes as a result of the satisfaction and discharge of the Company's indebtedness in respect of such Securities and such Holders will be subject to federal income taxation on the same amounts and in the same manner and at the same times as if such satisfaction and discharge had not occurred. (iii) Anything in this clause (u) to the contrary notwithstanding, the Company shall not be required to give any notice specified in subparagraph (i) or to otherwise furnish the information contemplated therein or to deliver any Opinion of Counsel contemplated by subparagraph (ii) if the Company shall have caused Securities of Series No. 7 to be deemed to have been paid for purposes of the Indenture, as provided in Section 901 of the Original Indenture, but shall not have effected the satisfaction and discharge of its indebtedness in respect of such Securities pursuant to such Section. (v) Any payment by the Company of principal of, premium, if any, or interest on the Series 1999 Notes or pursuant to the Insurance Agreement with respect to the Series 1999 Bonds shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make the payment of principal of, premium, if any, or interest on the Securities of Series No. 7 which is then due; provided, however, if any such payment by the Company on the Series 1999 Notes or pursuant to the Insurance Agreement is determined to be a preferential transfer and is recovered from the registered owner of the Series 1999 Notes or from Ambac pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court of competent jurisdiction as a result, then the obligation of the Company to make such payment of principal of, premium, if any, or interest on the Series 1999 Notes or pursuant to the Insurance Agreement shall no longer be deemed satisfied and discharged for purposes of the Securities of Series No. 7. The Trustee may conclusively presume that the obligation of the Company to pay principal of, premium, if any, and interest on the Securities of Series No. 7 as the same shall have become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the Holder hereof stating that the principal, premium, if any, or interest of Securities of Series No. 7 has become due and payable and specifying the amount of funds required to make such payment. 6 Notwithstanding anything to the contrary contained herein, the aggregate amount of principal of, premium, if any, and interest on the Securities of Series No. 7 shall not exceed the aggregate amount of the reimbursement obligations of the Company under the Insurance Agreement. (w) The Securities of Series No. 7 shall be substantially in the form attached hereto as Exhibit A and shall have such further terms as are set forth in such form. ARTICLE TWO MISCELLANEOUS PROVISIONS This Supplemental Indenture No. 8 is a supplement to the Original Indenture. As previously supplemented and further supplemented by this Supplemental Indenture No. 8, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture, all previous supplements thereto and this Supplemental Indenture No. 8 shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 8 to be duly executed as of the day and year first above written. PUBLIC SERVICE COMPANY OF COLORADO By: /s/ Paul E. Pender --------------------------------------- Name: Paul E. Pender Title: Vice President and Treasurer U.S. BANK TRUST NATIONAL ASSOCIATION, Trustee By: /s/ Ignazio Tamburello --------------------------------------- Name: Ignazio Tamburello Title: Assistant Vice President 7 STATE OF MINNESOTA ) ) ss.: CITY OF MINNEAPOLIS ) On the 9th day of September, 2002, before me personally came Paul E. Pender to me known, who, being by me duly sworn, did depose and say that he is a Vice President and Treasurer of Public Service Company of Colorado, one of the corporations described in and which executed the foregoing instrument; and that he signed his name thereto by authority of the Board of Directors of said corporation. /s/ Sharon M. Quellhorst ------------------------------------- Name: Sharon M. Quellhorst Notary Public, State of Minnesota Commission Expires: January 31, 2005 8 STATE OF NEW YORK ) ) ss.: CITY AND COUNTY OF NEW YORK ) On the 10th day of September, 2002, before me personally came Ignazio Tamburello, to me known, who, being by me duly sworn, did depose and say that she is an Assistant Vice President of U.S. Bank Trust National Association, the banking association described in and which executed the foregoing instrument; and that she signed her name thereto by authority of the Board of Directors of said banking association. /s/ Rouba Fakih ------------------------------------ Name: Rouba Fakih Notary Public, State of New York Commission Expires February 20, 2003 9 EXHIBIT A FORM OF SECURITY (See legend at the end of this Security for restrictions on transfer and change of form) PUBLIC SERVICE COMPANY OF COLORADO First Collateral Trust Bond, Series No. 7 (Ambac Collateral Bonds) Original Interest Accrual Date September 10, 2002 Interest Rate: 5.10% Stated Maturity: January 1, 2019 Interest Payment Dates: January 1 and July 1 Regular Record Dates: December 15 and June 15 This Security is not a Discount Security within the meaning of the within-mentioned Indenture ----------------------------------------- Principal Amount Registered No. 1 $48,750,000 PUBLIC SERVICE COMPANY OF COLORADO, a corporation duly organized and existing under the laws of the State of Colorado (herein called the "Company," which term includes any successor corporation under the Indenture referred to below), for value received, hereby promises to pay to AMBAC ASSURANCE CORPORATION, or registered assigns, the principal sum of Forty-Eight Million Seven Hundred and Fifty Thousand Dollars on the Stated Maturity specified above, and to pay interest thereon from the Original Interest Accrual Date specified above or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on the Interest Payment Dates specified above in each year, commencing with the Interest Payment Date next succeeding the Original Interest Accrual Date specified above, and at Maturity, at the Interest Rate per annum specified above, until the principal hereof is paid or duly provided for. The interest so payable, and paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date specified above (whether or not a Business Day) next preceding such Interest Payment Date. Notwithstanding the foregoing, interest payable at Maturity shall be paid to the Person to whom principal shall be paid. Except as otherwise provided in said Indenture, any such interest not so paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities EXHIBIT A-1 of this series not less than 15 days prior to such Special Record Date, or be paid in such other manner as permitted by the Indenture. Payment of the principal of this Security and interest hereon at Maturity shall be made upon presentation of this Security at the Corporate Trust Office of U.S. Bank Trust National Association, in New York, New York or at such other office or agency as may be designated for such purpose by the Company from time to time. Payment of interest on this Security (other than interest at Maturity) shall be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, except that if such Person shall be a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by the Company, the Trustee and such Person. Payment of the principal of and interest on this Security, as aforesaid, shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and issuable in one or more series under and equally secured by an Indenture, dated as of October 1, 1993 (such Indenture as originally executed and delivered and as supplemented or amended from time to time thereafter, together with any constituent instruments establishing the terms of particular Securities, being herein called the "Indenture"), between the Company and U.S. Bank Trust National Association (formerly First Trust of New York, National Association) as successor trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged, pledged and held in trust, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and the Holders of the Securities thereunder and of the terms and conditions upon which the Securities are, and are to be, authenticated and delivered and secured. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder hereof to all of the terms and provisions of the Indenture. This Security is one of the series designated above. This Security has been issued pursuant to the requirements of, and as security for the payment by the Company of its reimbursement obligations under, that certain Insurance Agreement, dated as of January 21, 1999, between the Company and Ambac Assurance Corporation ("Ambac") in connection with the issuance by Ambac of municipal bond insurance policies relating to $27,250,000 in aggregate principal amount of Pollution Control Revenue Refunding Bonds (Public Service Company of Colorado Project) Series 1999 (the "Adams County Bonds"), issued by Adams County, Colorado pursuant to a Trust Indenture, dated as of January 1, 1999, between Adams County, Colorado and the Trustee (the "Adams County Indenture") and $21,500,000 in aggregate principal amount of Pollution Control Revenue Refunding Bonds (Public Service Company of Colorado Project) Series 1999 (the "Pueblo County Bonds"; the Adams County Bonds and the Pueblo County Bonds are referred to herein as the "Series 1999 Bonds"), issued by Pueblo County, Colorado pursuant to a Trust Indenture, dated as of January 1, 1999, between Pueblo County, Colorado and the Trustee (the "Pueblo County Indenture"; the Adams County Indenture and the Pueblo County Indenture are referred to herein as the "Series 1999 Bond Indentures"). In connection with the issuance of the Series 1999 Bonds, the Company entered into separate Financing Agreements, dated as of January 1, 1999, pursuant to which the Company executed and delivered a note to each of the Counties in the amount of the respective proceeds of the Series 1999 Bonds (the "Series 1999 Notes"). The payment of principal of and interest on the 1999 Series Notes are applied solely to the payment of the related Series 1999 Bonds. Any payment by the Company of principal of, premium, if any, or interest on the Series 1999 Notes or pursuant to the Insurance Agreement with respect to the Series 1999 Bonds shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make the payment of EXHIBIT A-2 principal of, premium, if any, or interest on the Securities of Series No. 7 which is then due; provided, however, if any such payment by the Company on the Series 1999 Notes or pursuant to the Insurance Agreement is determined to be a preferential transfer and is recovered from the registered owner of the Series 1999 Notes or from Ambac pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court of competent jurisdiction as a result, then the obligation of the Company to make such payment of principal of, premium, if any, or interest on the Series 1999 Notes or pursuant to the Insurance Agreement shall no longer be deemed satisfied and discharged for purposes of the Securities of Series No. 7. The Trustee may conclusively presume that the obligation of the Company to pay principal of, premium, if any, and interest on the Securities of Series No. 7 as the same shall have become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the Holder hereof stating that the principal, premium, if any, or interest of this Security has become due and payable and specifying the amount of funds required to make such payment. Notwithstanding anything to the contrary contained herein, the aggregate amount of principal of, premium, if any, and interest on the Securities of Series No. 7 shall not exceed the aggregate amount of the reimbursement obligations of the Company under the Insurance Agreement. If any Interest Payment Date or the Stated Maturity shall not be a Business Day (as hereinafter defined), payment of the amounts due on this Security on such date may be made on the next succeeding Business Day; and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on such amounts for the period from and after such Interest Payment Date or Stated Maturity, as the case may be, to such Business Day. This Security is subject to redemption by the Company at the time that any Series 1999 Bonds are redeemed pursuant to the Series 1999 Bond Indentures in a principal amount equal to the principal amount of Series 1999 Bonds so redeemed at a Redemption Price equal to the price at which such Series 1999 Bonds are redeemed. If an Event of Default shall occur and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Trustee to enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series then Outstanding under the Indenture, considered as one class; provided, however, that if there shall be Securities of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and provided, further, that the Indenture permits the Trustee to enter into one or more supplemental indentures for limited purposes without the consent of any Holders of Securities. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities then Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or EXHIBIT A-3 waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in the Indenture and subject to certain limitations therein set forth, this Security or any portion of the principal amount hereof will be deemed to have been paid for all purposes of the Indenture and to be no longer Outstanding thereunder, and, at the election of the Company, the Company's entire indebtedness in respect thereof will be satisfied and discharged, if there has been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust, money in an amount which will be sufficient and/or Eligible Obligations, the principal of and interest on which when due, without regard to any reinvestment thereof, will provide moneys which, together with moneys so deposited, will be sufficient, to pay when due the principal of and interest on this Security when due. This Security is not transferable except to a successor to Ambac Assurance Corporation under the Insurance Agreement upon delivery to the Trustee of a Company Request requesting such transfer. Before any transfer of this Security will be recognized or given effect by the Company or the Trustee, the Holder shall note the amounts of all principal prepayments hereon, and shall notify the Company and the Trustee of the name and address of the transferee and shall afford the Company and the Trustee the opportunity of verifying the notation as to prepayment of principal. By the acceptance hereof the Holder of this Security and each transferee shall be deemed to have agreed to indemnify and hold harmless the Company and the Trustee against all losses, claims, damages or liability arising out of any failure on the part of the Holder or of any such transferee to comply with the requirements of the preceding sentence. Any such transfer is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office of U.S. Bank Trust National Association, in New York, New York or such other office or agency as may be designated by the Company from time to time, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series of authorized denominations and of like tenor and aggregate principal amount, will be issued to the designated transferee or transferees. Each registered owner hereof by his acceptance hereof waives any right to exchange any unpaid portion of this Bond for another Bond under Section 10.01 of the Indenture. This Bond has not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in contravention of said Act and is not transferable except to a successor to Ambac under the Insurance Agreement. No service charge shall be made for any such registration of transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. EXHIBIT A-4 As used herein "Business Day" means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in The City of New York, New York or other city in which is located any office or agency maintained for the payment of principal or interest on this Security, are authorized or required by law, regulation or executive order to remain closed. All other terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. As provided in the Indenture, no recourse shall be had for the payment of the principal of or interest on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under the Indenture, against, and no personal liability whatsoever shall attach to, or be incurred by, any incorporator, shareholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture and all the Securities are solely corporate obligations and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of the Securities. Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. EXHIBIT A-5 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed and its corporate seal to be hereunto affixed and attested. PUBLIC SERVICE COMPANY OF COLORADO By: ---------------------------------------- Vice President and Treasurer Attest: --------------------------- Assistant Secretary CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ---------------------------- U.S. BANK TRUST OR U.S. BANK TRUST NATIONAL ASSOCIATION, NATIONAL ASSOCIATION, as Trustee as Trustee By: By: ------------------------------- ------------------------------ Authorized Officer AS AUTHENTICATING AGENT By: ------------------------------ Authorized Officer THIS SECURITY MAY NOT BE TRANSFERRED OR EXCHANGED, NOR MAY ANY PURPORTED TRANSFER BE REGISTERED, EXCEPT TO A SUCCESSOR TO AMBAC ASSURANCE CORPORATION UNDER THE INSURANCE AGREEMENT REFERRED TO HEREIN. THE HOLDER OF THIS BOND BY ITS ACCEPTANCE HEREOF AGREES TO RESTRICTIONS ON TRANSFER, TO WAIVERS OF CERTAIN RIGHTS OF EXCHANGE, AND TO INDEMNIFICATION PROVISIONS AS SET FORTH BELOW. IN ADDITION, THE BOND REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH BOND MAY NOT BE TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE SECURITIES LAWS. ------------- EXHIBIT A-6 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto - -------------------------------------------------------------------------------- [please insert social security or other identifying number of assignee] - -------------------------------------------------------------------------------- [please print or typewrite name and address of assignee] - -------------------------------------------------------------------------------- the within Security of PUBLIC SERVICE COMPANY OF COLORADO and does hereby irrevocably constitute and appoint __________________________________ , Attorney, to transfer said Security on the books of the within-mentioned Company, with full power of substitution in the premises. Dated: --------------------- ------------------------------------------------------ Notice: The signature to this assignment must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatsoever. EXHIBIT A-7 SCHEDULE A SUPPLEMENTAL INDENTURES

DATE OF SERIES OF BONDS PRINCIPAL PRINCIPAL SUPPLEMENTAL --------------- AMOUNT ISSUED AMOUNT INDENTURE ------------- OUTSTANDING --------- ------------ November 1, 1993 Series No. 1 $134,500,000 $134,500,000 January 1, 1994 Series No. 2 due 2001 $102,667,000 None and Series No. 2 due 2024 $110,000,000 $110,000,000 September 2, 1994 None None None (Appointment of Successor Trustee) May 1, 1996 Series No. 3 $125,000,000 $125,000,000 November 1, 1996 Series No. 4 $250,000,000 $175,000,000 February 1, 1997 Series No. 5 $150,000,000 None April 1, 1998 Series No. 6 $250,000,000 $250,000,000

SCHEDULE A-1 SCHEDULE B DESCRIPTION OF PROPERTY The following properties are situated in the State of Colorado and the counties thereof: ADAMS COUNTY 1. SATRIANO TRACT That part of the NW1/4 NE1/4 of Section 11, Township 3 South, Range 68 West of the 6th P.M., being more particularly described as follows: Beginning at a point which is South 89 degrees 58' East 20 feet and North 395.6 feet from the Southwest corner of the NW1/4 NE1/4 of said Section; thence North 196.92 feet; thence North 88 degrees 36.9' East, 165.65 feet; thence North 0 degrees 17' West, 109.93 feet; thence North 77 degrees 44.6' East 29.52 feet along the center line of The United Irrigation Ditch; thence South 438.11 feet; thence North 89 degrees 58' West 43.9 feet; thence North 115 feet; thence North 89 degrees 58' West 150 feet to the point of beginning, County of Adams, State of Colorado. (for informational purposes only) 6200 North Franklin Street 2. ROSA TRACT Parcels of land more particularly described as follows: Parcel I: A portion of the N1/2 of NE1/4 of NE1/4 of Section 11, Township 3 South, Range 68 West of the 6th P.M., described as follows: Beginning at the Northwest Corner of said Tract, thence South 145 feet, thence East 110 feet, thence North 145 feet, thence West 110 feet to the Point of Beginning except the North 20 feet for road purposes. County of Denver, State of Colorado. Parcel II: That portion of the N1/2 of the NE1/4 of the NE1/4 of Section 11, Township 3 South, Range West of the 6th P.M., described as follows: SCHEDULE B-1 Beginning at a point 110 feet East of the Northwest corner of said tract; thence South 145 feet; thence East 90 feet; thence North 145 feet; thence West 90 feet to the True Point of Beginning, except the North 20 feet for road purposes. County of Adams, State of Colorado. 3. TOWER 4 SUBSTATION SITE A portion of a parcel of land described in Book 4550, Page 465, Adams County Clerk and Recorder's Office, located in the Northwest Quarter of Section 27, Township 3 South, Range 66 West of the 6th Principal Meridian, Adams County, Colorado, being more particularly described as follows: COMMENCING at the North Quarter Corner of said Section 27, whence the Northwest Corner of said Section 27 bears S88 degrees 53'04"W a distance of 2638.04 feet; THENCE S00 degrees 08'03"E along the easterly line of the Northwest Quarter of said Section 27 a distance of 60.01 feet; THENCE S88 degrees 53'04"W along the southerly right-of-way line of East 38th Avenue as described in Book 2800, Page 680 a distance of 882.04 feet to the POINT OF BEGINNING; THENCE S01 degrees 05'34"E a distance of 440.00 feet; THENCE S88 degrees 53'04"W a distance of 399.02 feet non-tangent with the following described curve; THENCE along the westerly line of said parcel of land described in Book 4550, Page 465, on the arc of a curve to the right, having a central angle of 03 degrees 28'41", a radius of 530.00 feet, a chord bearing N02 degrees 49'55"W a distance of 32.17 feet, and an arc distance of 32.17 feet; THENCE N01 degrees 05'34"W continuing along the westerly line of said parcel, tangent with the last described curve a distance of 407.84 feet; THENCE N88 degrees 53'04"E along the southerly right-of-way line said East 35th Avenue a distance of 400.00 feet to the POINT OF BEGINNING. Containing 4.040 acres (175,989 sq. ft.) more or less. 4. NEW WASHINGTON SUBSTATION A parcel of land decribed in Book Number 5210, Page 0031, Reception Number C0355049, recorded in the Adam County Clerk and Recorder's Office on January 15, 1998, being more particularly described as follows: Lot 1, Block 1, Washington Electric Substation, Filing No. 1, County of Adams, State of Colorado. 5. HOSMER TRUST TRACT SCHEDULE B-2 A portion of the Southwest Quarter of Section 34, Township 1 South, Range 64 West of the 6th Principal Meridian, Adams County, Colorado, being more particularly described as follows: BEGINNING at the Northwest Corner of said Southwest Quarter of Section 34, whence the Southwest Corner of said Southwest Quarter of Section 34 bears S01 degrees 18'37"E a distance of 2636.70 feet; THENCE S89 degrees 47'30"E along the northerly line of said Southwest Quarter of Section 34 a distance of 1030.01 feet; THENCE S01 degrees 18"37"E a distance of 1631.67 feet; THENCE N89 degrees 47'30"W a distance of 1030.01 feet; THENCE N01 degrees 18'37"W along said westerly line of Southwest Quarter of Section 34 a distance of 1631.67 feet to the POINT OF BEGINNING. Containing 38.568 Acres, more or less. ALAMOSA COUNTY 6. MOSCA SUBSTATION: ADDITIONAL LAND A parcel of land more particularly described as follows: That part of the NE1/4 of Section 28, Township 40 North, Range 10 East of the N.M.P.M., described as beginning at a point on the North-South centerline of said Section 28 and a point on the South right-of-way line of County Lane 8 North (as fenced) from which the N1/4 corner bears N00'38'22"E, 25.91 feet; thence N88 degrees 33'59"E, along said right-of-way line 225.00 feet; thence S00 degrees 38'42", 30.90 feet; thence N88 degrees 32'09"E, 25.16 feet; thence S00 degrees 38'22"W, 322.06 feet; thence N89 degrees 53'58"W, 250.00 feet to a point on said North-South centerline; thence N00 degrees 38'22"E, 346.25 feet to the true Point Of Beginning. Alamosa County, State of Colorado DENVER COUNTY 7. BELLEVIEW - QUEBEC SUBSTATION SITE A parcel of land located in a portion of Lot 1, Block 1 of the 165 Subdivision Filing No. 1, recorded in Plat Book 29 at Page 86, and a portion of the Southeast 1/4 of Section 8, Township 5 South, Range 67 West of the 6th P.M., being more particularly described as follows: Basis of bearings: the South line of the Southeast 1/4 of Section 8 is assumed to bear North 90 degrees 00 minutes 00 seconds East; COMMENCING at the South Quarter Corner of Section 8; THENCE North 28 degrees 57 minutes 12 seconds East, a distance of 2099.82 feet to the POINT OF BEGINNING; THENCE North 89 degrees 59 minutes 47 seconds East, a distance of 361.50 feet; SCHEDULE B-3 THENCE South 00 degrees 00 minutes 00 seconds West, a distance of 136.32 feet to a point on the North line of Lot 1, Block 1 of the 165 Subdivision Filing No. 1; THENCE South 00 degrees 00 minutes 00 seconds West, a distance of 48.06 feet; THENCE South 46 degrees 57 minutes 20 seconds West, a distance of 87.86 feet; THENCE North 90 degrees 00 minutes 00 seconds West, a distance of 212.55 feet; THENCE North 34 degrees 59 minutes 47 seconds West, a distance of 131.87 feet to a point on the North line of Lot 1, Block 1, of the 165 Subdivision Filing No. 1; THENCE North 34 degrees 59 minutes 47 seconds West, a distance of 15.89 feet; thence North 00 degrees 00 minutes 00 seconds East, a distance of 123.29 feet to the POINT OF BEGINNING, City and County of Denver, State of Colorado. DOUGLAS COUNTY 8. COLONY (SURREY RIDGE) SUBSTATION Parcels of land more particularly described as follows: Parcel A: A parcel of land in Section 24, Township 6 South, Range 67 West of the sixth principal meridian, Douglas County, Colorado, being more particularly described as follows: COMMENCING at the Northwest corner of said Section 24, whence the West Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11 seconds East a distance of 2667.01 feet; THENCE South 58 degrees 06 minutes 25 seconds East a distance of 54.13 feet to the POINT OF BEGINNING; THENCE North 89 degrees 48 minutes 35 seconds East a distance of 233.36 feet; THENCE South 45 degrees 08 minutes 18 seconds East a distance of 65.90 feet; THENCE South 00 degrees 05 minutes 10 seconds East a distance of 212.74 feet; THENCE South 44 degrees 54 minutes 50 seconds West a distance of 65.94 feet; THENCE South 89 degrees 54 minutes 50 seconds West a distance of 233.37 feet; THENCE North 00 degrees 05 minutes 10 seconds West a distance of 305.50 feet to the POINT OF BEGINNING; Parcel D: SCHEDULE B-4 A parcel of land being sixty (60.00') feet in width, thirty (30.00') feet on each side of the following described centerline, located in the Southeast Quarter of Section 14, Northeast Quarter of Section 23 and the Northwest quarter of Section 24 all in Township 6 South, Range 67 West of the Sixth Principal Meridian, Douglas County, Colorado, being more particularly described as follows: COMMENCING at the Northeast corner of said Southeast Quarter of Section 14, whence the Southeast Corner of said Section 14 bears South 01 degrees 04 minutes 04 seconds East a distance of 2664.06 feet; THENCE South 39 degrees 51 minutes 34 seconds West along a line non-tangent with the following described curve a distance of 652.76 feet to the southerly line of a parcel of land recorded in book 264, page 426 on July 1, 1974 in the Douglas County Clerk and Recorders Office, being the POINT OF BEGINNING; THENCE the following five (5) courses along existing dirt road or trail centerline; 1. Southwesterly along the Arapahoe County of a curve to the right, having a central angle of 12 degrees 16 minutes 59 seconds, a radius of 860.00 feet, a chord bearing of South 28 degrees 24 minutes 25 seconds West, a distance of 184.02 feet, and an arc distance of 184.37 feet; 2. THENCE South 34 degrees 32 minutes 55 seconds West tangent with the last and following described curves a distance of 185.60 feet; 3. THENCE along the arc of a curve to the left, having a central angle of 1 degrees 05 minutes 24 seconds, a radius of 800.00 feet, a chord bearing South 34 degrees 00 minutes 12 seconds West a distance of 15.22 feet, and an arc distance of 15.22 feet; 4. THENCE South 33 degrees 27 minutes 30 seconds West tangent with the last described curve a distance of 230.99 feet; 5. THENCE South 33 degrees 05 minutes 19 seconds West tangent with the following described curve a distance of 63.86 feet; THENCE along the arc of a curve to the left, having a central angle of 17 degrees 08 minutes 04 seconds, a radius of 200.00 feet, a chord bearing South 24 degrees 31 minutes 17 seconds West a distance of 59.59 feet, and an arc distance of 59.81 feet; THENCE South 15 degrees 57 minutes 15 seconds West tangent with the last and following described curves a distance of 108.55 feet; THENCE along the arc of a curve to the left, having a central angle of 75 degrees 23 minutes 51 seconds, a radius of 150.00 feet, a chord bearing South 21 degrees 44 minutes 40 seconds East a distance of 183.45 feet, and an arc distance of 197.39 feet; THENCE the following eight (8) courses along said existing dirt road or trail centerline: 1. South 59 degrees 26 minutes 36 seconds East tangent with the last described curve a distance of 35.15 feet; SCHEDULE B-5 2. THENCE South 68 degrees 40 minutes 34 seconds East a distance of 43.72 feet; 3. THENCE North 84 degrees 29 minutes 06 seconds East a distance of 73.85 feet; 4. THENCE South 57 degrees 01 minutes 00 seconds East a distance of 68.34 feet; 5. THENCE South 28 degrees 47 minutes 04 seconds East tangent with the following described curve a distance of 31.85 feet; 6. THENCE along the arc of a curve to the right, having a central angle of 30 degrees 53 minutes 10 seconds, a radius of 200.00 feet, a chord bearing South 13 degrees 20 minutes 29 seconds East a distance of 106.51 feet, and an arc distance of 107.81 feet; 7. THENCE along the arc of a curve to the left, tangent with the last described curve, having a central angle of 15 degrees 45 minutes 50 seconds, a radius of 200.00 feet, a chord bearing of South 05 degrees 46 minutes 48 seconds East a distance of 54.85 feet, and an arc distance of 55.03 feet; 8. THENCE South 13 degrees 39 minutes 43 seconds East tangent with the last described curve a distance of 21.80 feet; THENCE South 18 degrees 42 minutes 28 seconds East tangent with the following described curve a distance of 100.70 feet; THENCE along the arc of a curve to the left, having a central angle foot 9 degrees 31 minutes 51 seconds, a radius of 200.00 feet, a chord bearing South 23 degrees 28 minutes 23 seconds East a distance of 33.23 feet, and an arc distance of 33.27 feet; THENCE South 28 degrees 14 minutes 18 seconds East tangent with the last and following described curves a distance of 164.18 feet; THENCE along the arc of a curve to the left, having a central angle of 12 degrees 32 minutes 57 seconds, a radius of 200.00 feet, a chord bearing South 34 degrees 30 minutes 47 seconds East a distance of 43.72 feet, and an arc distance of 43.80 feet; THENCE South 40 degrees 47 minutes 15 seconds East tangent with the last and following described curves a distance of 41.82 feet; THENCE along the arc of a curve to the right, having a central angle of 17 degrees 47 minutes 53 seconds, a radius 200.00 feet, a chord bearing South 31 degrees 53 minutes 19 seconds East a distance of 61.88 feet, and an arc distance of 62.13 feet; THENCE South 22 degrees 59 minutes 22 seconds East tangent with the last and following described curves a distance of 713.97 feet; THENCE along the arc of a curve to the left, having a central angle of 67 degrees 06 minutes 49 seconds, a radius of 100.00 feet, a chord bearing of South 56 degrees 32 minutes 47 seconds East a distance of 110.55 feet and an arc distance of 117.14 feet; SCHEDULE B-6 THENCE North 89 degrees 53 minutes 49 seconds East tangent with the last described curve a distance of 32.70 feet to the point of termination, whence the Southeast corner of said Section 14 bears North 20 degrees 59 minutes 42 seconds West a distance of 128.66 feet; Sidelines are shortened or lengthened to intersect the southerly line of said parcel of land recorded in book 264, page 426, and the westerly line of the Surrey Ridge Substation boundary. Parcel E: A parcel of land located in Sections 24 and 23, Township 6 South, Range 67 West of the Sixth Principal Meridian, Douglas County, Colorado, being more particularly described as follows: COMMENCING at the Northwest corner of said Section 24, whence the West Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11 seconds East, a distance of 2667.01 feet; THENCE South 11 degrees 21 minutes 30 seconds East a distance of 340.73 feet to the southerly line of Surrey Ridge Substation Site, being the POINT OF BEGINNING; THENCE North 89 degrees 54 minutes 50 seconds East along said southerly line of Surrey Ridge Substation site a distance of 185.92 feet; THENCE South 24 degrees 09 minutes 27 seconds West, a distance of 185.11 feet; THENCE South 03 degrees 23 minutes 27 seconds East a distance of 1233.70 feet; THENCE South 17 degrees 16 minutes 47 seconds West a distance of 919.76 feet; THENCE South 38 degrees 14 minutes 15 seconds West a distance of 1281.45 feet; THENCE South 07 degrees 51 minutes 01 seconds West a distance of 1498.69 feet; THENCE South 89 degrees 32 minutes 01 seconds West along the northerly line of a parcel of land described in Reception Number 105224, Document Number 1630, recorded in the Douglas County Clerk and Recorders Office on March 23, 1959 a distance of 101.06 feet; THENCE North 07 degrees 51 minutes 01 seconds East a distance of 1540.46 feet; THENCE North 38 degrees 14 minutes 15 seconds East a distance of 1290.11 feet; THENCE North 17 degrees 16 minutes 47 seconds East a distance of 883.02 feet; THENCE North 03 degrees 23 minutes 27 seconds West a distance of 1390.31 feet to the POINT OF BEGINNING. Parcel F: A parcel of land lying in Section 13, Section 14, Section 23 and Section 24 all in Township 6 South, Range 67 West of the Sixth Principal Meridian, Douglas County, Colorado, being more particularly described as follows: SCHEDULE B-7 COMMENCING at the Northwest Corner of said Section 24, whence the West Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11 seconds East a distance of 2667.01 feet; THENCE South 89 degrees 14 minutes 28 seconds West along the northerly line of the Northeast quarter of said Section 23 a distance of 27.78 feet to the POINT OF BEGINNING; THENCE North 75 degrees 40 minutes 59 seconds East a distance of 184.77 feet; THENCE South 87 degrees 37 minutes 41 seconds East a distance of 152.52 feet; THENCE South 46 degrees 56 minutes 28 seconds East a distance of 121.54 feet; THENCE South 06 degrees 45 minutes 06 seconds East a distance of 281.45 feet; THENCE South 46 degrees 47 minutes 03 seconds West a distance of 166.26 feet; THENCE North 74 degrees 24 minutes 57 seconds West a distance of 329.96 feet; THENCE North 02 degrees 21 minutes 14 seconds West a distance of 348.59 feet to the POINT OF BEGINNING; Excepting therefrom the following described parcel of land: COMMENCING at the Northwest Corner of said Section 24, whence the West Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11 seconds East a distance of 2667.01 feet; THENCE South 58 degrees 06 minutes 25 seconds East a distance of 54.13 feet to the POINT OF BEGINNING; THENCE North 89 degrees 48 minutes 35 seconds East a distance of 233.36 feet; WELD COUNTY 9. NEW GILCREST SUBSTATION A parcel of land located in the Southwest one-quarter of Section 10, Township 4 North, Range 66 West of the Sixth Principal Meridian, County of Weld, State of Colorado, being more particularly described as follows: Basis of bearings: The South one-quarter line of Section 10, Township 4 North, Range 66 West of the Sixth Principal Meridian, bearing N89 degrees 26'15"E. Commencing at the Southwest corner of said Section 10; thence N34 degrees 06'30"E a distance of 80.25 feet to the Point Of Beginning; thence N00 degrees 00'00"E parallel with and 45 feet East of the West line of the Southwest one-quarter of said Section 10 a distance of 304.02 feet; thence N89 degrees 26'15"E parallel with the South line of the Southwest one-quarter of said Section 10 a distance of 325.02 feet; thence S00 degrees 00'00"E parallel with the West line of the Southwest one-quarter of said Section 10 a distance of 325.02 feet to a point 45 feet North of the South line of the Southwest one-quarter of said Section 10; thence S89 degrees 26'15"W parallel with the South line of the Southwest one-quarter of said Section 10 a distance of 304.02 feet; thence N45 degrees 16'52"W a distance of 29.55 feet to the Point Of Beginning. SCHEDULE B-8 Said parcel of land containing 105,409.60 square feet or 2.419 acres more or less. SCHEDULE B-9 EX-4.04 6 c73066exv4w04.txt EX-4.04 SUPPLEMENTAL INDENTURE DATED SEPT 15, 2002 EXHIBIT 4.04 PUBLIC SERVICE COMPANY OF COLORADO TO U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE --------------------- SUPPLEMENTAL INDENTURE NO. 10 Dated as of September 15, 2002 Supplemental to the Indenture dated as of October 1, 1993 --------------------- Establishing the Securities of Series No. 9, designated First Collateral Trust Bonds, Series No. 9 (Bank of America Collateral Bonds) SUPPLEMENTAL INDENTURE NO. 10, dated as of September 15, 2002, between PUBLIC SERVICE COMPANY OF COLORADO, a corporation duly organized and existing under the laws of the State of Colorado (hereinafter sometimes called the "Company"), and U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION), a national banking association, as successor trustee (hereinafter sometimes called the "Trustee") to Morgan Guaranty Trust Company of New York under the Indenture, dated as of October 1, 1993 (hereinafter called the "Original Indenture"), as previously supplemented and as further supplemented by this Supplemental Indenture No. 10. The Original Indenture and any and all indentures and all other instruments supplemental thereto are hereinafter sometimes collectively called the "Indenture". RECITALS OF THE COMPANY The Original Indenture was authorized, executed and delivered by the Company to provide for the issuance from time to time of its Securities (such term and all other capitalized terms used herein without definition having the meanings assigned to them in the Original Indenture), to be issued in one or more series as contemplated therein, and to provide security for the payment of the principal of and premium, if any, and interest, if any, on the Securities. The Company has heretofore executed and delivered to the Trustee the Supplemental Indentures referred to in Schedule A hereto for the purpose of establishing a series of bonds and appointing the successor Trustee. The Company has heretofore entered into a Second Amended and Restated 364-Day Credit Agreement (the "Credit Agreement"), dated as of June 28, 2002, with Bank of America, N.A., as Administrative Agent (the "Administrative Agent") and the several financial institutions and other persons from time to time party thereto (collectively, the "Lenders"), pursuant to which the Lenders have agreed to make advances and grant certain other financial accommodations to the Company up to an aggregate amount of Five Hundred Thirty Million dollars ($530,000,000) (the "Loans"). The Credit Agreement was amended by that certain First Amendment to Second Amended and Restated 364-Day Credit Agreement, dated as of September 6, 2002 (the "First Amendment"), between the Company and the Administrative Agent, pursuant to which certain provisions in the Credit Agreement were modified, including, without limitation, the addition of a covenant requiring the Company to cause the principal amount of the Company's obligations under the Credit Agreement to be ratably secured with all indebtedness of the Company under the Indenture, as a condition to, and as consideration for, the obligation of the Lenders to continue to make the Loans in accordance with the terms of the Credit Agreement. Pursuant to its obligations under the First Amendment, the Company now desires to establish a series of Securities to be designated "First Collateral Trust Bonds, Series No. 9 (Bank of America Collateral Bonds)", such series of Securities to be hereinafter sometimes called "Series No. 9". The Company has duly authorized the execution and delivery of this Supplemental Indenture No. 10 to establish the Securities of Series No. 9 and has duly authorized the issuance of such Securities; and all acts necessary to make this Supplemental Indenture No. 10 a valid agreement of the Company, and to make the Securities of Series No. 9 valid obligations of the Company, have been performed. GRANTING CLAUSES NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 10 WITNESSETH, that, in consideration of the premises, including, without limitation, the consent of the Lenders to continue to make Loans available to the Company in accordance with the terms of the Credit Agreement, and in order to secure the payment of the principal of and premium, if any, and interest, if any, on all Securities from time to time Outstanding and the performance of the covenants contained therein and in the Indenture and to declare the terms and conditions on which such Securities are secured, the Company hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms to the Trustee, and grants to the Trustee a security interest in, the following: GRANTING CLAUSE FIRST All right, title and interest of the Company, as of the date of the execution and delivery of this Supplemental Indenture No. 10, in and to property (other than Excepted Property), real, personal and mixed and wherever situated, in any case used or to be used in or in connection with the Electric Utility Business (whether or not such use is the sole use of such property), including without limitation (a) all lands, easements, servitudes, licenses, permits, rights of way and other rights and interests in or relating to real property used or to be used in or in connection with the Electric Utility Business or relating to the occupancy or use of such real property, subject however, to the exceptions and exclusions set forth in clause (a) of Granting Clause First of the Original Indenture; (b) all plants, generators, turbines, engines, boilers, fuel handling and transportation facilities, air and water pollution control and sewage and solid waste disposal facilities and other machinery and facilities for the generation of electric energy; (c) all switchyards, lines, towers, substations, transformers and other machinery and facilities for the transmission of electric energy; (d) all lines, poles, conduits, conductors, meters, regulators and other machinery and facilities for the distribution of electric energy; (e) all buildings, offices, warehouses and other structures used or to be used in or in connection with the Electric Utility Business; (f) all pipes, cables, insulators, ducts, tools, computers and other data processing and/or storage equipment and other equipment, apparatus and facilities used or to be used in or in connection with the Electric Utility Business; (g) any or all of the foregoing properties in the process of construction; and (h) all other property, of whatever kind and nature, ancillary to or otherwise used or to be used in conjunction with any or all of the foregoing or otherwise, directly or indirectly, in furtherance of the Electric Utility Business; GRANTING CLAUSE SECOND Subject to the applicable exceptions permitted by Section 810(c), Section 1303 and Section 1305 of the Original Indenture, all property (other than Excepted Property) of the kind and nature described in Granting Clause First which may be hereafter acquired by the Company, it being the intention of the Company that all such property acquired by the Company after the date of the execution and delivery of this Supplemental Indenture No. 10 shall be as fully embraced within and subjected to the Lien hereof as if such property were owned by the Company as of the date of the execution and delivery of this Supplemental Indenture No. 10; GRANTING CLAUSE FOURTH All other property of whatever kind and nature subjected or required to be subjected to the Lien of the Indenture by any of the provisions thereof; 2 EXCEPTED PROPERTY Expressly excepting and excluding, however, from the Lien and operation of the Indenture all Excepted Property of the Company, whether now owned or hereafter acquired; TO HAVE AND TO HOLD all such property, real, personal and mixed, unto the Trustee, its successors in trust and their assigns forever; SUBJECT, HOWEVER, to (a) Liens existing at the date of the execution and delivery of the Original Indenture (including, but not limited to, the Lien of the PSCO 1939 Mortgage), (b) as to property acquired by the Company after the date of the execution and delivery of the Original Indenture, Liens existing or placed thereon at the time of the acquisition thereof (including, but not limited to, the Lien of any Class A Mortgage and purchase money Liens), (c) Retained Interests and (d) any other Permitted Liens, it being understood that, with respect to any property which was at the date of execution and delivery of the Original Indenture or thereafter became or hereafter becomes subject to the Lien of any Class A Mortgage, the Lien of the Indenture shall at all times be junior, subject and subordinate to the Lien of such Class A Mortgage; IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the Holders from time to time of all Outstanding Securities without any priority of any such Security over any other such Security; PROVIDED, HOWEVER, that the right, title and interest of the Trustee in and to the Mortgaged Property shall cease, terminate and become void in accordance with, and subject to the conditions set forth in, Article Nine of the Original Indenture, and if, thereafter, the principal of and premium, if any, and interest, if any, on the Securities shall have been paid to the Holders thereof, or shall have been paid to the Company pursuant to Section 603 of the Original Indenture, then and in that case the Indenture shall terminate, and the Trustee shall execute and deliver to the Company such instruments as the Company shall require to evidence such termination; otherwise the Indenture, and the estate and rights thereby granted shall be and remain in full force and effect; and THE PARTIES HEREBY FURTHER COVENANT AND AGREE as follows: ARTICLE ONE SECURITIES OF SERIES NO. 9 There are hereby established the Securities of Series No. 9. The Securities of Series No. 9 shall have the terms and characteristics set forth below (the lettered subdivisions set forth below corresponding to the lettered subdivisions of Section 301 of the Original Indenture): (a) the title of the Securities of such series shall be "First Collateral Trust Bonds, Series No. 9 (Bank of America Collateral Bonds)"; provided, however, that, at any time after the PSCO 1939 Mortgage shall have been satisfied and discharged, the Company shall have the right, without any consent or other action by the Holders of such Securities, to change such title in such manner as shall be deemed by the Company to be appropriate to reflect such satisfaction and discharge, such change to be evidenced in an Officer's Certificate; 3 (b) the Securities of Series No. 9 shall be initially authenticated and delivered in the aggregate principal amount of $530,000,000; (c) not applicable; (d) the principal of the Securities of Series No. 9 shall be payable on June 27, 2003, the Stated Maturity. (e) the Securities of Series No. 9 shall not bear interest; (f) the Corporate Trust Office of U.S. Bank Trust National Association in New York, New York shall be the place at which (i) the principal of, premium, if any, and interest, if any, on the Securities of Series No. 9 shall be payable, (ii) registration of transfer of such Securities may be effected, (iii) exchanges of such Securities may be effected and (iv) notices and demands to or upon the Company in respect of such Securities and the Indenture may be served; and U.S. Bank Trust National Association shall be the Security Registrar for such Securities; provided, however, that the Company reserves the right to change, by one or more Officer's Certificates, any such place or the Security Registrar; and provided, further, that the Company reserves the right to designate, by one or more Officer's Certificates, its principal office in Denver, Colorado as any such place or itself as the Security Registrar; (g) the Securities of Series No. 9 shall not be redeemable prior to maturity, other than as set forth in the Indenture; (h) not applicable; (i) not applicable; (j) not applicable; (k) not applicable; (l) not applicable; (m) not applicable; (n) not applicable; (o) not applicable; (p) not applicable; (q) the Securities of Series No. 9 are to be registered in the name of Bank of America, N.A., as Administrative Agent. Such Securities shall not be transferable, nor shall any purported transfer be registered except to a successor to the Administrative Agent under the Credit Agreement upon delivery to the Trustee of a Company Request requesting such transfer. (r) not applicable; 4 (s) no service charge shall be made for the transfer or exchange of the Securities of Series No. 9; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange; (t) not applicable; (u) (i) If the Company shall have caused the Company's indebtedness in respect of any Securities of Series No. 9 to have been satisfied and discharged prior to the Maturity of such Securities, as provided in Section 901 of the Original Indenture, the Company shall, promptly after the date of such satisfaction and discharge, give a notice to each Person who was a Holder of any of such Securities on such date stating (A)(1) the aggregate principal amount of such Securities and (2) the aggregate amount of any money (other than amounts, if any, deposited in respect of accrued interest on such Securities) and the aggregate principal amount of, the rate or rates of interest on, and the aggregate fair market value of, any Eligible Obligations deposited pursuant to Section 901 of the Original Indenture with respect to such Securities and (B) that the Company will provide (and the Company shall promptly so provide) to such Person, or any beneficial owner of such Securities holding through such Person (upon written request to the Company sent to an address specified in such notice), such other information as such Person or beneficial owner, as the case may be, reasonably may request in order to enable it to determine the federal income tax consequences to it resulting from the satisfaction and discharge of the Company's indebtedness in respect of such Securities. Thereafter, the Company shall, within forty-five (45) days after the end of each calendar year, give to each Person who at any time during such calendar year was a Holder of such Securities a notice containing (X) such information as may be necessary to enable such Person to report its income, gain or loss for federal income tax purposes with respect to such Securities or the assets held on deposit in respect thereof during such calendar year or the portion thereof during which such Person was a Holder of such Securities, as the case may be (such information to be set forth for such calendar year as a whole and for each month during such year) and (Y) a statement to the effect that the Company will provide (and the Company shall promptly so provide) to such Person, or any beneficial owner of such Securities holding through such Person (upon written request to the Company sent to an address specified in such notice), such other information as such Person or beneficial owner, as the case may be, reasonably may request in order to enable it to determine its income, gain or loss for federal income tax purposes with respect to such Securities or such assets for such year or portion thereof, as the case may be. The obligation of the Company to provide or cause to be provided information for purposes of income tax reporting by any Person as described in the first two sentences of this paragraph shall be deemed to have been satisfied to the extent that the Company has provided or caused to be provided substantially comparable information pursuant to any requirements of the Internal Revenue Code of 1986, as amended from time to time (the "Code") and United States Treasury regulations thereunder. (ii) Notwithstanding the provisions of subparagraph (i) above, the Company shall not be required to give any notice specified in such subparagraph or to 5 otherwise furnish any of the information contemplated therein if the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize income, gain or loss for federal income tax purposes as a result of the satisfaction and discharge of the Company's indebtedness in respect of such Securities and such Holders will be subject to federal income taxation on the same amounts and in the same manner and at the same times as if such satisfaction and discharge had not occurred. (iii) Anything in this clause (u) to the contrary notwithstanding, the Company shall not be required to give any notice specified in subparagraph (i) or to otherwise furnish the information contemplated therein or to deliver any Opinion of Counsel contemplated by subparagraph (ii) if the Company shall have caused Securities of Series No. 9 to be deemed to have been paid for purposes of the Indenture, as provided in Section 901 of the Original Indenture, but shall not have effected the satisfaction and discharge of its indebtedness in respect of such Securities pursuant to such Section. (v) If the Company terminates or reduces the aggregate amount of unutilized commitments of the Lenders to provide advances under the Credit Agreement pursuant to Section 2.04 thereof, such termination or reduction shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make payment of principal on the Securities of Series No. 9. Upon payment of the Company's obligations under the Credit Agreement in full, termination of the Credit Agreement and termination of all commitments and other obligations of the Administrative Agent and the Lenders to the Company, the aggregate amount of principal of the Securities of Series No. 9 shall be deemed satisfied and discharged. On the date which is thirty (30) days after the Maturity of the Securities of Series No. 9, the Trustee may conclusively presume that the obligation of the Company to pay principal on the Securities of Series No. 9 as the same shall have become due and payable shall have been fully satisfied and discharged unless and until the Trustee shall have received a written notice prior to such date from the Holder hereof stating that the principal of Securities of Series No. 9 has become due and payable and specifying the amount of funds required to make such payment. Notwithstanding anything to the contrary contained herein, the aggregate amount of principal actually due on the Securities of Series No. 9 shall not exceed the aggregate amount of the obligations of the Company under the Credit Agreement. (w) The Securities of Series No. 9 shall be subject to certain voting restrictions set forth in the Issuance Agreement to be entered into between the Company and Bank of America, N.A., as Administrative Agent. A copy of the Issuance Agreement will be on file at the office of the Trustee and will be available upon request. (x) The Securities of Series No. 9 shall be substantially in the form attached hereto as Exhibit A and shall have such further terms as are set forth in such form. 6 ARTICLE TWO MISCELLANEOUS PROVISIONS (a) This Supplemental Indenture No. 10 is a supplement to the Original Indenture. As previously supplemented and further supplemented by this Supplemental Indenture No. 10, the Original Indenture is in all respects ratified, approved and confirmed, and the Original Indenture, all previous supplements thereto and this Supplemental Indenture No. 10 shall together constitute one and the same instrument. (b) This Securities of Series No. 9 have been issued by the Company to the Administrative Agent to (i) secure the payment of the Company's obligations to make payments to any person under the Credit Agreement and (ii) provide to such persons the benefits of the security provided for this Security pursuant to the Indenture. 7 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 10 to be duly executed as of the day and year first above written. PUBLIC SERVICE COMPANY OF COLORADO By: /s/ Paul E. Pender --------------------------------------- Name: Paul E. Pender Title: Vice President and Treasurer STATE OF MINNESOTA ) ) ss.: CITY OF MINNEAPOLIS ) On the 20th day of September, 2002, before me personally came Paul E. Pender to me known, who, being by me duly sworn, did depose and say that he is a Vice President and Treasurer of Public Service Company of Colorado, one of the corporations described in and which executed the foregoing instrument; and that he signed his name thereto by authority of the Board of Directors of said corporation. /s/ Sharon M. Quellhorst ----------------------------------------- Name: Sharon M. Quellhorst Notary Public, State of Minnesota Commission Expires: January 31, 2005 8 U.S. BANK TRUST NATIONAL ASSOCIATION, Trustee By: /s/ Ignazio Tamburello --------------------------------- Name: Ignazio Tamburello Title: Assistant Vice President STATE OF NEW YORK ) ) ss.: CITY AND COUNTY OF NEW YORK ) On the 20th day of September, 2002, before me personally came Ignazio Tamburello, to me known, who, being by me duly sworn, did depose and say that he is an Assistant Vice President of U.S. Bank Trust National Association, the banking association described in and which executed the foregoing instrument; and that he signed his name thereto by authority of the Board of Directors of said banking association. /s/ Doris Ware -------------------------------------- Name: Doris Ware Notary Public, State of New York Commission Expires: November 9, 2005 9 EXHIBIT A FORM OF SECURITY (See legend at the end of this Security for restrictions on transfer and change of form) PUBLIC SERVICE COMPANY OF COLORADO First Collateral Trust Bond, Series No. 9 (Bank of America Collateral Bonds) Issue Date: [September __], 2002 Stated Maturity: June 27, 2003 This Security is not a Discount Security within the meaning of the within-mentioned Indenture ----------------------------------------- Principal Amount Registered No. 1 $530,000,000 PUBLIC SERVICE COMPANY OF COLORADO, a corporation duly organized and existing under the laws of the State of Colorado (herein called the "Company," which term includes any successor corporation under the Indenture referred to below), for value received, hereby promises to pay to BANK OF AMERICA, N.A., as Administrative Agent, or registered assigns, the principal sum of Five Hundred Thirty Million Dollars on the Stated Maturity specified above. This Security shall not bear interest. Payment of the principal of this Security at Maturity shall be made upon presentation of this Security at the Corporate Trust Office of U.S. Bank Trust National Association, in New York, New York or at such other office or agency as may be designated for such purpose by the Company from time to time. Payment of the principal of this Security, as aforesaid, shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and issuable in one or more series under and equally secured by an Indenture, dated as of October 1, 1993 (such Indenture as originally executed and delivered and as supplemented or amended from time to time thereafter, together with any constituent instruments establishing the terms of particular Securities, being herein called the "Indenture"), between the Company and U.S. Bank Trust National Association (formerly First Trust of New York, National Association) as successor trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which EXHIBIT A-1 Indenture and all indentures supplemental thereto reference is hereby made for a description of the property mortgaged, pledged and held in trust, the nature and extent of the security and the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and the Holders of the Securities thereunder and of the terms and conditions upon which the Securities are, and are to be, authenticated and delivered and secured. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder hereof to all of the terms and provisions of the Indenture. This Security is one of the series designated above. This Security has been issued pursuant to the requirements of, and as a condition to, and as consideration for, the obligations of the Lenders to continue to make the Loans under, and in accordance with the terms of, that certain Second Amended and Restated 364-Day Credit Agreement (the "Credit Agreement"), dated as of June 28, 2002, among the Company, Bank of America, N.A., as Administrative Agent (the "Administrative Agent") and the several financial institutions and other persons from time to time party thereto (collectively, the "Lenders"), as amended by the First Amendment to Second Amended and Restated 364-Day Credit Agreement, dated as of September 6, 2002, between the Company and the Administrative Agent. If the Company terminates or reduces the aggregate amount of unutilized commitments of the Lenders to provide advances under the Credit Agreement pursuant to Section 2.04 thereof, such termination or reduction shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make the payment of principal on the Securities of Series No. 9. Upon payment of the Company's obligations under the Credit Agreement in full, termination of the Credit Agreement and termination of all commitments and other obligations of the Administrative Agent and the Lenders to the Company, the aggregate amount of principal of the Securities of Series No. 9 shall be deemed satisfied and discharged. On the date which is thirty (30) days after the Maturity of the Securities of Series No. 9, the Trustee may conclusively presume that the obligation of the Company to pay principal on the Securities of Series No. 9 as the same shall have become due and payable shall have been fully satisfied and discharged unless and until the Trustee shall have received a written notice prior to such date from the Holder hereof stating that the principal of Securities of Series No. 9 has become due and payable and specifying the amount of funds required to make such payment. Notwithstanding anything to the contrary contained herein, the aggregate amount of principal actually due on the Securities of Series No. 9 shall not exceed the aggregate amount of the obligations of the Company under the Credit Agreement. If the Stated Maturity shall not be a Business Day (as hereinafter defined), payment of the amounts due on this Security on such date may be made on the next succeeding Business Day. This Security is not subject to redemption prior to the Stated Maturity thereof, other than as set forth in the Indenture. If an Event of Default shall occur and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Trustee to enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series then Outstanding under the Indenture, considered as one class; provided, however, that if there shall be Securities of more than one EXHIBIT A-2 series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and provided, further, that the Indenture permits the Trustee to enter into one or more supplemental indentures for limited purposes without the consent of any Holders of Securities. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities then Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in the Indenture and subject to certain limitations therein set forth, this Security or any portion of the principal amount hereof will be deemed to have been paid for all purposes of the Indenture and to be no longer Outstanding thereunder, and, at the election of the Company, the Company's entire indebtedness in respect thereof will be satisfied and discharged, if there has been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust, money in an amount which will be sufficient and/or Eligible Obligations, the principal of and interest on which when due, without regard to any reinvestment thereof, will provide moneys which, together with moneys so deposited, will be sufficient, to pay when due the principal of and interest on this Security when due. This Security is not transferable except to a successor to the Administrative Agent under the Credit Agreement upon delivery to the Trustee of a Company Request requesting such transfer. Before any transfer of this Security will be recognized or given effect by the Company or the Trustee, the Holder shall note the amounts of all principal prepayments hereon, and shall notify the Company and the Trustee of the name and address of the transferee and shall afford the Company and the Trustee the opportunity of verifying the notation as to prepayment of principal. By the acceptance hereof the Holder of this Security and each transferee shall be deemed to have agreed to indemnify and hold harmless the Company and the Trustee against all losses, claims, damages or liability arising out of any failure on the part of the Holder or of any such transferee to comply with the requirements of the preceding sentence. Any such transfer is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office of U.S. Bank Trust National Association, in New York, New York or such other office or agency as may be designated by the Company from time to time, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series of authorized denominations and of like tenor and aggregate principal amount, will be issued to the designated transferee or transferees. This Bond has not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in contravention of said Act and is not transferable except to a successor to the Administrative Agent under the Credit Agreement. EXHIBIT A-3 No service charge shall be made for any such registration of transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. As used herein "Business Day" means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in The City of New York, New York or other city in which is located any office or agency maintained for the payment of principal or interest on this Security, are authorized or required by law, regulation or executive order to remain closed. All other terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. As provided in the Indenture, no recourse shall be had for the payment of the principal of or interest on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under the Indenture, against, and no personal liability whatsoever shall attach to, or be incurred by, any incorporator, shareholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture and all the Securities are solely corporate obligations and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of the Securities. Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. EXHIBIT A-4 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed and its corporate seal to be hereunto affixed and attested. PUBLIC SERVICE COMPANY OF COLORADO By: --------------------------------------- Vice President and Treasurer Attest: ---------------------------- Assistant Secretary CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: ----------------------------- U.S. BANK TRUST OR U.S. BANK TRUST NATIONAL ASSOCIATION, NATIONAL ASSOCIATION, as Trustee as Trustee By: By: -------------------------------- --------------------------------- Authorized Officer AS AUTHENTICATING AGENT By: --------------------------------- Authorized Officer THIS SECURITY MAY NOT BE TRANSFERRED OR EXCHANGED, NOR MAY ANY PURPORTED TRANSFER BE REGISTERED, EXCEPT TO A SUCCESSOR TO THE ADMINISTRATIVE AGENT UNDER THE CREDIT AGREEMENT REFERRED TO HEREIN. THE HOLDER OF THIS BOND BY ITS ACCEPTANCE HEREOF AGREES TO RESTRICTIONS ON TRANSFER, RESTRICTIONS ON VOTING, TO WAIVERS OF CERTAIN RIGHTS OF EXCHANGE, AND TO INDEMNIFICATION PROVISIONS AS SET FORTH BELOW. IN ADDITION, THE BOND REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH BOND MAY NOT BE TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE SECURITIES LAWS. THIS SECURITY IS SUBJECT TO CERTAIN VOTING RESTRICTIONS SET FORTH IN THAT ISSUANCE AGREEMENT, DATED AS OF SEPTEMBER 26, 2002, BY AND BETWEEN THE COMPANY AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT. A COPY OF THE ISSUANCE AGREEMENT IS ON FILE AT THE OFFICE OF THE TRUSTEE AND IS AVAILABLE UPON REQUEST. ------------------- EXHIBIT A-5 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto - -------------------------------------------------------------------------------- [please insert social security or other identifying number of assignee] - -------------------------------------------------------------------------------- [please print or typewrite name and address of assignee] - -------------------------------------------------------------------------------- the within Security of PUBLIC SERVICE COMPANY OF COLORADO and does hereby irrevocably constitute and appoint __________________________________ , Attorney, to transfer said Security on the books of the within-mentioned Company, with full power of substitution in the premises. Dated: ---------------------- ------------------------------------------------------ Notice: The signature to this assignment must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatsoever. EXHIBIT A-6 SCHEDULE A SUPPLEMENTAL INDENTURES

DATE OF SERIES OF BONDS PRINCIPAL PRINCIPAL SUPPLEMENTAL --------------- AMOUNT ISSUED AMOUNT INDENTURE ------------- OUTSTANDING --------- ----------- November 1, 1993 Series No. 1 $134,500,000 $134,500,000 January 1, 1994 Series No. 2 due 2001 $102,667,000 None and Series No. 2 due 2024 $110,000,000 $110,000,000 September 2, 1994 None None None (Appointment of Successor Trustee) May 1, 1996 Series No. 3 $125,000,000 $125,000,000 November 1, 1996 Series No. 4 $250,000,000 $175,000,000 February 1, 1997 Series No. 5 $150,000,000 None April 1, 1998 Series No. 6 $250,000,000 $250,000,000 August 15, 2002 Series No. 7 $48,750,000 $48,750,000 September 1, 2002 Series No. 8 $600,000,000 $600,000,000

SCHEDULE A-1 EX-4.05 7 c73066exv4w05.txt EX-4.05 SUPPLEMENTAL INDENTURE DATED JUNE 1, 2002 Exhibit 4.05 - -------------------------------------------------------------------------------- SUPPLEMENTAL TRUST INDENTURE FROM NORTHERN STATES POWER COMPANY TO BNY MIDWEST TRUST COMPANY TRUSTEE DATED AS OF JUNE 1, 2002 SUPPLEMENTAL TO TRUST INDENTURE DATED FEBRUARY 1, 1937 AND SUPPLEMENTAL AND RESTATED TRUST INDENTURE DATED MAY 1, 1988 - -------------------------------------------------------------------------------- TABLE OF CONTENTS

Page ARTICLE I. SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE.......................8 SECTION 1.01.............................................................................................8 ARTICLE II. FORM AND EXECUTION OF BONDS..........................................................................10 SECTION 2.01............................................................................................10 SECTION 2.02............................................................................................11 SECTION 2.02............................................................................................11 SECTION 2.04............................................................................................11 SECTION 2.05............................................................................................11 SECTION 2.06............................................................................................11 ARTICLE III. APPOINTMENT OF AUTHENTICATING AGENT.................................................................12 SECTION 3.01............................................................................................12 SECTION 3.02............................................................................................12 SECTION 3.03............................................................................................13 SECTION 3.04............................................................................................13 ARTICLE IV. FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE.......................................13 SECTION 4.02............................................................................................13 SECTION 4.03............................................................................................13 SECTION 4.04............................................................................................14 SECTION 4.05............................................................................................14 SECTION 4.06............................................................................................17 ARTICLE V. AMENDMENTS TO INDENTURE...............................................................................17 SECTION 5.01............................................................................................17 ARTICLE VI. MISCELLANEOUS........................................................................................18 SECTION 6.01............................................................................................18 SECTION 6.02............................................................................................18 SECTION 6.03............................................................................................18 SECTION 6.04............................................................................................18 SECTION 6.05............................................................................................19 SECTION 6.06............................................................................................19 Schedule A......................................................................................................A-1

SUPPLEMENTAL TRUST INDENTURE, made as of the 1ST day of June, 2002, but effective as of August 12, 2002, by and between NORTHERN STATES POWER COMPANY (formerly Northern Power Corporation), a corporation duly organized and existing under and by virtue of the laws of the State of Minnesota, having its principal office in the City of Minneapolis in said State (the "Company"), party of the first part, and BNY MIDWEST TRUST COMPANY, 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 and the successor to Harris Trust and Savings Bank, as Trustee (the "Trustee"), party of the second part; WITNESSETH: WHEREAS, a predecessor in interest to the Company, Xcel Energy Inc. (formerly Northern States Power Company), a corporation duly organized and existing under and by virtue of the laws of the State of Minnesota (the "Predecessor Company"), heretofore has executed and delivered to the Trustee its Trust Indenture (the "1937 Indenture"), made as of February 1, 1937, whereby the Predecessor Company granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over, and confirmed to the Trustee, and to its respective successors in trust, all property, real, personal, and mixed then owned or thereafter acquired or to be acquired by the Predecessor Company (except as therein excepted from the lien thereof) and subject to the rights reserved by the Predecessor Company in and by the provisions of the 1937 Indenture, to be held by said Trustee in trust in accordance with 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 Predecessor Company heretofore has executed and delivered to the Trustee a Supplemental Trust Indenture, made as of June 1, 1942, whereby the Predecessor Company conveyed, assigned, transferred, mortgaged, pledged, set over, and confirmed to the Trustee, and its respective successors in said trust, additional property acquired by it subsequent to the date of the 1937 Indenture; and WHEREAS, the Predecessor Company heretofore has executed and delivered to the Trustee the following additional Supplemental Trust Indentures which, in addition to conveying, assigning, transferring, mortgaging, pledging, setting over, and confirming to the Trustee, and its respective successors in said trust, additional property acquired by it subsequent to the preparation of the next preceding Supplemental Trust Indenture and adding to the covenants, conditions, and agreements of the 1937 Indenture certain additional covenants, conditions, and agreements to be observed by the Predecessor Company, created the following series of First Mortgage Bonds:

DATE OF SUPPLEMENTAL TRUST INDENTURE DESIGNATION OF SERIES - ------------------------------------ ------------------------------------- February 1, 1944 Series due February 1, 1974 (retired) October 1, 1945 Series due October 1, 1975 (retired) July 1, 1948 Series due July 1, 1978 (retired) August 1, 1949 Series due August 1, 1979 (retired) June 1, 1952 Series due June 1, 1982 (retired)

DATE OF SUPPLEMENTAL TRUST INDENTURE DESIGNATION OF SERIES - ------------------------------------ ------------------------------------- October 1, 1954 Series due October 1, 1984 (retired) September 1, 1956 Series due 1986 (retired) August 1, 1957 Series due August 1, 1987 (redeemed) July 1, 1958 Series due July 1, 1988 (retired) December 1, 1960 Series due December 1, 1990 (retired) August 1, 1961 Series due August 1, 1991 (retired) June 1, 1962 Series due June 1, 1992 (retired) September 1, 1963 Series due September 1, 1993 (retired) August 1, 1966 Series due August 1, 1996 (redeemed) June 1, 1967 Series due June 1, 1995 (redeemed) October 1, 1967 Series due October 1, 1997 (redeemed) May 1, 1968 Series due May 1, 1998 (redeemed) October 1, 1969 Series due October 1, 1999 (redeemed) February 1, 1971 Series due March 1, 2001 (redeemed) May 1, 1971 Series due June 1, 2001 (redeemed) February 1, 1972 Series due March 1, 2002 (redeemed) January 1, 1973 Series due February 1, 2003 (redeemed) January 1, 1974 Series due January 1, 2004 (redeemed) September 1, 1974 Pollution Control Series A (redeemed) April 1, 1975 Pollution Control Series B (redeemed) May 1, 1975 Series due May 1, 2005 (redeemed) March 1, 1976 Pollution Control Series C (retired) June 1, 1981 Pollution Control Series D, E and F (redeemed) December 1, 1981 Series due December 1, 2011 (redeemed) May 1, 1983 Series due May 1, 2013 (redeemed) December 1, 1983 Pollution Control Series G (redeemed) September 1, 1984 Pollution Control Series H (redeemed) December 1, 1984 Resource Recovery Series I (redeemed) May 1, 1985 Series due June 1, 2015 (redeemed) September 1, 1985 Pollution Control Series J, K and L July 1, 1989 Series due July 1, 2019 (redeemed) June 1, 1990 Series due June 1, 2020 (redeemed) October 1, 1992 Series due October 1, 1997 (retired) April 1, 1993 Series due April 1, 2003 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 April 1, 1997 Pollution Control Series M (redeemed), N, O and P March 1, 1998 Series due March 1, 2023 and March 1, 2028 May 1, 1999 Resource Recovery Series Q June 1, 2000 Resource Recovery Series R; and

2 WHEREAS, on August 18, 2000 New Centuries Energies, Inc. was merged with and into the Predecessor Company and the Predecessor Company changed its corporate name from Northern States Power Company to Xcel Energy Inc.; and WHEREAS, pursuant to an Assignment and Assumption Agreement dated as of August 18, 2000 between the Predecessor Company and the Company, substantially all the assets of the Predecessor Company (other than the stock of the Predecessor Company's subsidiaries) were conveyed to, and substantially all the liabilities of the Predecessor Company, including liabilities created under the Indenture, were assumed by, the Company (the "Assignment"); and WHEREAS, pursuant to the Supplemental Trust Indenture dated as of August 1, 2000 among the Predecessor Company, the Company and Harris Trust and Savings Bank, as Trustee, the requirements and conditions precedent set forth in the Original Indenture and the Restated Indenture (each as hereinafter defined) with respect to the Assignment were satisfied; and WHEREAS, the 1937 Indenture and all of the foregoing Supplemental Trust Indentures are referred to herein collectively as the "Original Indenture;" and WHEREAS, the Predecessor Company heretofore has executed and delivered to the Trustee a Supplemental and Restated Trust Indenture, dated May 1, 1988 (the "Restated Indenture"), which, in addition to conveying, assigning, transferring, mortgaging, pledging, setting over, and confirming to the Trustee, and its respective successors in said trust, additional property acquired by it subsequent to the preparation of the next preceding Supplemental Trust Indenture, amended and restated the Original Indenture; 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, pursuant to the Agreement of Resignation, Appointment and Acceptance dated as of May 1, 2002 among the Company, BNY Midwest Trust Company, as successor trustee, and Harris Trust and Savings Bank, the Trustee accepted the rights, powers, duties and obligations of the trustee under the Indenture effective as of May 9, 2002; and WHEREAS, the Indenture provides that bonds may be issued thereunder in one or more series, each series to have such distinctive designation as the Board of Directors of the Company may select for such series; and WHEREAS, the Company is entering into a Credit Agreement dated as of August 15, 2002 among the Company, Wells Fargo Bank, National Association, as Lead Arranger and Administrative Agent (the "Administrative Agent"), and the other banks party thereto 3 (collectively, the "Banks"), pursuant to which the Company can borrow up to 300,000,000 at any one time outstanding; and WHEREAS, in order to secure the Company's Obligations under and as defined in the Credit Agreement, the Company desires to provide for the issuance under the Indenture to the Administrative Agent, for the benefit of itself, the Co-Agents and the Banks, of a new series of bonds to be designated "First Mortgage Bonds, Series due August 15, 2003 (the "Bonds"); and WHEREAS, the Bonds 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) NORTHERN STATES POWER COMPANY (Incorporated under the laws of the State of Minnesota) First Mortgage Bond Series due August 15, 2003 No. _________ $__________ THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS. PURSUANT TO A SECURITY AGREEMENT (THE "PLEDGE AGREEMENT") DATED AUGUST 15, 2002 BETWEEN THE COMPANY (AS DEFINED BELOW) AND THE ADMINISTRATIVE AGENT (AS DEFINED BELOW), THIS BOND AND ALL PROCEEDS THEREOF HAVE BEEN PLEDGED TO SECURE CERTAIN OBLIGATIONS OF THE COMPANY. THE PLEDGE AGREEMENT SETS FORTH VARIOUS PROVISIONS REGARDING (AMONG OTHER THINGS) THE PAYMENT OF AND VOTING RIGHTS WITH RESPECT TO THIS BOND. THE COMPANY AND (BY THEIR ACCEPTANCE THEREOF) EACH HOLDER OF THIS BOND AGREE THAT THE RIGHTS OF THE PARTIES WITH RESPECT TO THIS BOND SHALL IN ALL RESPECTS BE SUBJECT TO SUCH LIMITATIONS AND OTHER PROVISIONS OF THE PLEDGE AGREEMENT. NORTHERN STATES POWER COMPANY, a corporation organized and existing under the laws of the State of Minnesota (the "Company"), for value received, hereby promises to pay to Wells Fargo Bank, National Association, as Administrative Agent (the "Administrative Agent"), on behalf of itself and the Banks (as defined below), or registered assigns, at the office of the Trustee in Chicago, Illinois, or, at the option of the registered owner, at the agency of the Company in the Borough of Manhattan, City and State of New York, on August 15, 2003 (the "Stated Maturity Date") or upon earlier declaration of acceleration the sum of _________________________ Dollars ($___________). Interest shall be payable on this bond from the date hereof on the Stated Maturity Date or upon earlier declaration of acceleration at the office of the Trustee in Chicago, Illinois, or, at the option of the registered owner, the agency of the Company in the Borough of Manhattan, City and State of New York, at a rate equal to the 4 rate of interest publicly announced from time to time by the Administrative Agent as its "prime" or "base" rate or, if the Administrative Agent ceases to announce a rate so designated, any similar rate designated by the Administrative Agent, plus in either case 200 basis points. This bond shall bear interest from the date hereof. Payment of the principal and interest on this bond shall be made in the lawful money of the United States. This bond is issued to the Administrative Agent by the Company pursuant to the Company's obligations under the Credit Agreement, dated as of August 15, 2002 (as amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement"), among the Company, the Administrative Agent, and the other banks party thereto from time to time (collectively, the "Banks"). This bond shall be held by the Administrative Agent subject to the terms of the Credit Agreement and the Security Agreement dated as of August 15, 2002 between the Company and the Administrative Agent. It shall be an additional term and condition of the bonds of this series that, in the event (i) an Event of Default under and as defined in the Credit Agreement has occurred under Section 7.1(a) of the Credit Agreement by reason of a failure by the Company to make a payment of principal or interest when the same shall be due and payable pursuant to the Credit Agreement or (ii) the Notes (as defined in the Credit Agreement) are declared due and payable pursuant to Section 7.2 of the Credit Agreement, then the occurrence of either such event shall be deemed to be a completed default, for purposes of Section 1(a) of Article XIII of the Original Indenture prior to the Effective Date (as defined below), and a Completed Default, for purposes of Section 13.01(a) of the Indenture on and after the Effective Date, and the definitions of completed default and Completed Default in the Original Indenture and the Indenture, respectively, are modified accordingly for purposes of the bonds of this series. The Trustee may conclusively presume that the obligation of the Company to pay the principal of and interest on this bond shall have been fully satisfied and discharged unless and until it shall have received a written notice from the Administrative Agent, signed by an authorized officer of the Administrative Agent and attested by the Secretary or an Assistant Secretary of the Administrative Agent, stating that the payment of principal of or interest on this bond has not been fully paid when due and specifying the amount of funds required to make such payment. This bond has been issued by the Company to the Administrative Agent to (i) provide for the payment of the Company's obligations to make payments to any person under the Credit Agreement and (ii) provide to such persons the benefits of the security provided for this bond pursuant to the Indenture. 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 49 supplemental trust indentures (collectively, the "Supplemental Indentures" and together with the 1937 Indenture, the "Original Indenture"), a Supplemental and Restated Trust Indenture 5 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 BNY Midwest Trust Company, as successor 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, including the New Supplemental 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 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 by the Company prior to the Stated Maturity Date 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 registered owner at the agency of the Company in the Borough of Manhattan, 6 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 this series, 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 BNY Midwest Trust Company, as Trustee under the Indenture, or its successor thereunder. 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 as of _________________ NORTHERN STATES POWER COMPANY Attest: By: ------------------------------- --------------------------------- Secretary President 7 (Form of Trustee's Certificate) This bond is one of the bonds of the series designated thereon, described in the within-mentioned Indenture. BNY MIDWEST TRUST COMPANY, As Trustee, By:________________________________ Authorized Officer and WHEREAS, the Company is desirous of conveying, assigning, transferring, mortgaging, pledging, setting over, and confirming to the Trustee and to its respective successors in trust, additional property acquired by it subsequent to the date of the preparation of the Supplemental Trust Indenture dated as of August 1, 2000; 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 BNY Midwest Trust Company, as Trustee, and its successors in the trust under the Indenture for the benefit of those who hold or shall hold the bonds, or any of them, issued or to be issued thereunder as follows: ARTICLE I. SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF THE 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 8 presents does grant, bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set over, and confirm to the Trustee and to its respective successors in said trust forever, subject to the rights reserved by the Company in and by the provisions of the Indenture, all of the property described and mentioned or enumerated in a schedule annexed hereto and marked Schedule A, reference to said schedule being made hereby with the same force and effect as if the same were incorporated herein at length; together with all and singular the tenements, hereditaments, and appurtenances belonging and in any way appertaining to the aforesaid property or any part thereof with the reversion and reversions, remainder and remainders, tolls, rents and revenues, issues, income, products, and profits thereof; Also, in order to subject the personal property and chattels of the Company to the lien of the Indenture and to conform with the provisions of the Uniform Commercial Code, all fossil, nuclear, hydro, and other electric generating plants, including buildings and other structures, turbines, generators, exciters, boilers, reactors, nuclear fuel, other boiler plant equipment, condensing equipment and all other generating equipment; substations; electric transmission and distribution systems, including structures, poles, towers, fixtures, conduits, insulators, wires, cables, transformers, services and meters; steam heating mains and equipment; gas transmission and distribution systems, including structures, storage facilities, mains, compressor stations, purifier stations, pressure holders, governors, services, and meters; telephone plant and related distribution systems; trucks and trailers; office, shop, and other buildings and structures, furniture and equipment; apparatus and equipment of all other kinds and descriptions; materials and supplies; all municipal and other franchises, leaseholds, licenses, permits, privileges, patents and patent rights; all shares of stock, bonds, evidences of indebtedness, contracts, claims, accounts receivable, choses in action and other intangibles, all books of account and other corporate records; Excluding, however, all merchandise and appliances heretofore or hereafter acquired for the purpose of sale to customers and others; All the estate, right, title, interest, and claim, whatsoever, at law as well as in equity, which the Company now has or hereafter may acquire in and to the aforesaid property and every part and parcel thereof subject, however, to the right of the Company, 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 9 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. ARTICLE II. FORM AND EXECUTION OF BONDS SECTION 2.01. There hereby is created, for issuance under the Indenture, a series of bonds designated Series due August 15, 2003 in the aggregate principal amount of $308,000,000, which shall bear the descriptive title "First Mortgage Bonds, Series due August 15, 2003" (the "Bonds"), and the form thereof shall contain suitable provisions with respect to the matters hereafter specified in this Section. The Bonds shall be issued as registered bonds without coupons in denominations of a multiple of $1,000 and shall be substantially of the tenor and purport hereinbefore recited. The principal amount of the Bonds shall be payable on August 15, 2003 (the "Stated Maturity Date") or upon earlier declaration of acceleration. Interest shall be payable on the Bonds on the Stated Maturity Date or upon earlier declaration of acceleration at a rate equal to the rate of interest publicly announced from time to time by the Administrative Agent as its "prime" or "base" rate or, if the Administrative Agent ceases to announce a rate so designated, any similar rate designated by the Administrative Agent, plus in either case 200 basis points. The Bonds shall bear interest from August 15, 2002. Principal and interest on the Bonds 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. Payment of the principal and interest on the Bonds shall be made in the lawful money of the United States. The Bonds are being issued to the Administrative Agent by the Company pursuant to the Company's obligations under the Credit Agreement and shall be held by the Administrative Agent subject to the terms of the Credit Agreement and the Security Agreement dated as of August 15, 2002 between the Company and the Administrative Agent. It shall be an additional term and condition of the Bonds that, in the event (i) an Event of Default under and as defined in the Credit Agreement has occurred under Section 7.1(a) of the Credit Agreement by reason of a failure by the Company to make a payment of principal or interest when the same shall be due and payable pursuant to the Credit Agreement or (ii) the Notes (as defined in the Credit Agreement) are declared due and payable pursuant to Section 7.2 of the Credit Agreement, then the occurrence of either such event shall be deemed to be a completed default, for purposes of Section 1(a) of Article XIII of the Original Indenture prior to the Effective Date, and a Completed Default, for purposes of Section 13.01(a) of the Indenture on and after the Effective Date, and the definitions of completed default and Completed Default 10 in the Original Indenture and the Indenture, respectively, are modified accordingly for purposes of the Bonds. The Bonds have been issued by the Company to the Administrative Agent to (i) provide for the payment of the Company's obligations to make payments to any person under the Credit Agreement and (ii) provide to such persons the benefits of the security provided for the Bonds pursuant to the Indenture. SECTION 2.02. The Bonds are not redeemable by the Company prior to the Stated Maturity Date for any reason and are not subject to a sinking fund. SECTION 2.03. The registered owner of any Bond or Bonds, at his option may surrender the same with other Bonds of such series at the office of the Trustee in Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan, City and State of New York, or elsewhere if authorized by the Company, for cancellation, in exchange for other Bonds of such series of higher or lower authorized denominations, but of the same aggregate principal amount, bearing interest from its date, and upon receipt of any payment required under the provisions of Section 2.04 hereof. Thereupon the Company shall execute and deliver to the Trustee and the Trustee shall authenticate and deliver such other registered bonds to such registered owner at its office or at any other place specified as aforesaid. SECTION 2.04. No charge shall be made by the Company for any exchange or transfer of Bonds, other than for taxes or other governmental charges, if any, that may be imposed in relation thereto. SECTION 2.05. The Bonds, 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 of 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. The registered holder of all of the Bonds shall be the Administrative Agent. 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, 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 Company agrees to pay to any authenticating agent, appointed in accordance with the provisions of this Section 3.02, reasonable compensation for its services. 12 SECTION 3.03. If an appointment is made pursuant to this Article III, the registered Bonds, shall have endorsed thereon, in addition to the Trustee's Certificate, an alternate Trustee's Certificate in the following form: This bond is one of the bonds of the Series designated thereon, described in the within-mentioned Indenture. BNY MIDWEST TRUST COMPANY, as Trustee, By _________________________________ Authenticating Agent, By _________________________________ Authorized Officer. SECTION 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. 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: BNY Midwest Trust Company, Trustee 2 North LaSalle Street Suite 1020 Chicago, Illinois 60602 NOTE: Northern States Power Company, the debtor above named, is "a transmitting utility" under the Uniform Commercial Code as adopted in Minnesota, North Dakota and South Dakota. SECTION 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 13 terms and conditions thereof is hereby made with the same force and effect as if incorporated herein at length, are as follows.

FIRST MORTGAGE BONDS PRINCIPAL AMOUNT - ---------------------------------------- ---------------------------- Series due April 1, 2003 $80,000,000 Series due December 1, 2005 $70,000,000 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, 2025 $250,000,000 Pollution Control Series N $27,900,000 Pollution Control Series O $50,000,000 Pollution Control Series P $50,000,000 Series due March 1, 2028 $150,000,000 Series due March 1, 2003 $100,000,000 Resource Recovery Series Q $15,170,000 Resource Recovery Series R $19,615,000 Series Due August 15, 2003 $308,000,000

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 Supplemental Indenture Dated June 1, 1952 14 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 15 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 16 Supplemental Indenture Dated June 1, 1990 Supplemental Indenture Dated October 1, 1992 Supplemental Indenture Dated April 1, 1993 Supplemental Indenture Dated December 1, 1993 Supplemental Indenture Dated February 1, 1994 Supplemental Indenture Dated October 1, 1994 Supplemental Indenture Dated June 1, 1995 Supplemental Indenture Dated April 1, 1997 Supplemental Indenture Dated March 1, 1998 Supplemental Indenture Dated May 1, 1999 Supplemental Indenture Dated June 1, 2000 Supplemental Indenture Dated August 1, 2000 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. 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 17 a bond of any series (including the Bonds) 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, June 1, 1995, April 1, 1997, March 1, 1997, March 1, 1998, May 1, 1999, June 1, 2000 and August 1, 2000. SECTION 6.03. (a) If any provision of the Indenture or this Supplemental Trust Indenture limits, qualifies, or conflicts with another provision of the Indenture required to be included in indentures qualified under the Trust Indenture Act of 1939 (as 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. 18 SECTION 6.05. Wherever in this Supplemental Trust Indenture either of the parties hereto is named or referred to, this shall be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Supplemental Trust Indenture contained by or on behalf of the Company or by or on behalf of the Trustee shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. SECTION 6.06. (a) This Supplemental Trust Indenture may be executed simultaneously in several counterparts, and all said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. (b) The Table of Contents and the descriptive headings of the several Articles of this Supplemental Trust Indenture were formulated, used, and inserted in this Supplemental Trust Indenture for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. The principal amount of obligations to be issued forthwith under the Indenture is $308,000,000. 19 IN WITNESS WHEREOF, on this ____ day of August, 2002, 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 as of June 1, 2002, 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 BNY MIDWEST TRUST COMPANY, 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 as of June 1, 2002, to be signed by its President, a Vice President, or an Assistant Vice President, and attested by its Secretary, an Assistant Secretary, or an Assistant Vice President for and in its behalf. NORTHERN STATES POWER COMPANY ------------------------------------- By: Paul E. Pender Its: Vice President and Treasurer Attest: - ------------------------------------ Nancy Haley Assistant Secretary Executed by Northern States Power Company in presence of: - ------------------------------------ (CORPORATE SEAL) Mary Schell, Witness - ------------------------------------ Elizabeth Blohm, Witness 20 BNY MIDWEST TRUST COMPANY, as Trustee ------------------------------------- By: J. Bartolini Its:Vice President Attest: - ------------------------------------ M. Callahan Assistant Vice President Executed by BNY Midwest Trust Company in presence of: - ------------------------------------ K. Gibson, Witness (CORPORATE SEAL) - ------------------------------------ A. Hernandez, Witness 21 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) On this ____ day of August, A.D. 2002, before me, Sharon Quellhorst, a Notary Public in and for said County in the State aforesaid, personally appeared Paul E. Pender and Nancy Haley, to me personally known, and to me known to be Vice President and Treasurer and Assistant Secretary, respectively, of Northern States Power Company, one of the corporations described in and which executed the within and foregoing instrument, and who, being by me severally duly sworn, each did say that he, the said Paul E. Pender is Vice President and Treasurer, and she, the said Nancy Haley, is Assistant 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 Paul E. Pender and Nancy Haley each acknowledged said instrument to be the free act and deed of said corporation and that such corporation executed the same. WITNESS my hand and notarial seal this ____ day of August, A.D. 2002. ______________________________________ (NOTARY SEAL) Sharon Quellhorst Notary Public My commission expires January 31, 2005 22 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) Paul E. Pender and Nancy Haley, being severally duly sworn, each deposes and says that he, the said Paul E. Pender, is Vice President and Treasurer, and she, the said Nancy Haley, is Assistant 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 or herself 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. - ---------------------------------- ------------------------------------ Paul E. Pender Nancy Haley Subscribed and sworn to before me this ____ day of August, A.D. 2002. ______________________________________ (NOTARY SEAL) Sharon Quellhorst Notary Public My commission expires January 31, 2005 23 STATE OF ILLINOIS ) ) ss. COUNTY OF COOK ) On this ____ day of August, A.D. 2002, before me, L. Garcia, a Notary Public in and for said County in the State aforesaid, personally appeared J. Bartolini and M. Callahan, to me personally known, and to me known to be Vice President and Assistant Vice President, respectively, of BNY Midwest Trust 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 she, the said J. Bartolini is Vice President, and she, the said M. Callahan, is Assistant Vice President, of said BNY Midwest Trust 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 J. Bartolini and M. Callahan each acknowledged said instrument to be the free act and deed of said corporation and that such corporation executed the same. WITNESS my hand and notarial seal this ____ day of August, A.D. 2002. ______________________________________ (NOTARY SEAL) L. Garcia Notary Public My commission expires July 8, 2006 24 STATE OF ILLINOIS ) ) ss. COUNTY OF COOK ) J. Bartolini and M. Callahan, being severally duly sworn, each for herself deposes and says that she, the said J. Bartolini, is Vice President, and she, the said M. Callahan, is Assistant Vice President, of BNY Midwest Trust Company, the corporation described in and which executed the within and foregoing Supplemental Trust Indenture, as mortgagee, and each for herself 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. - --------------------------------- ------------------------------------ J. Bartolini M. Callahan Subscribed and sworn to before me this ____ day of August, A.D. 2002. ______________________________________ (NOTARY SEAL) L. Garcia Notary Public My commission expires July 8, 2006 25 SCHEDULE A The property referred to in Article I of the foregoing Supplemental Trust Indenture from Northern States Power Company to BNY Midwest Trust Company, Trustee, made as of June 1, 2002, 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. PROPERTIES IN THE STATE OF MINNESOTA LYON COUNTY The following described real property, situate, lying and being in the County of Lyon, to wit: Lyon County Substation The South 833 feet of the West 833 feet of the Southwest Quarter (SW1/4) of Section Twenty-eight (28), Township One Hundred Twelve (112), Range Forty (40). 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. EX-4.06 8 c73066exv4w06.txt EX-4.06 SUPPLEMENTAL INDENTURE DATED JULY 1, 2002 Exhibit 4.06 SUPPLEMENTAL TRUST INDENTURE FROM NORTHERN STATES POWER COMPANY TO BNY MIDWEST TRUST COMPANY TRUSTEE ------------ DATED JULY 1, 2002 ------------ SUPPLEMENTAL TO TRUST INDENTURE DATED FEBRUARY 1, 1937 AND SUPPLEMENTAL AND RESTATED TRUST INDENTURE DATED MAY 1, 1988

PAGE ARTICLE I. SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE...............9 Section 1.01. ......................................................................................9 ARTICLE II. PROVISIONS OF BONDS OF POLLUTION CONTROL SERIES S.............................................11 Section 2.01. .....................................................................................11 Section 2.02. .....................................................................................11 Section 2.03. .....................................................................................12 Section 2.04. .....................................................................................13 Section 2.05. .....................................................................................13 ARTICLE III. FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE................................13 Section 3.01. .....................................................................................13 Section 3.02. .....................................................................................13 Section 3.03. .....................................................................................13 Section 3.04. .....................................................................................14 Section 3.05. .....................................................................................14 Section 3.06. .....................................................................................17 ARTICLE IV. AMENDMENTS TO INDENTURE.......................................................................17 Section 4.01. .....................................................................................17 ARTICLE V. MISCELLANEOUS.................................................................................18 Section 5.01. .....................................................................................18 Section 5.02. .....................................................................................18 Section 5.03. .....................................................................................18 Section 5.04. .....................................................................................19 Section 5.05. .....................................................................................19 Section 5.06. .....................................................................................19 Schedule A ....................................................................................A-1

-i- SUPPLEMENTAL TRUST INDENTURE, MADE AS OF THE 1ST DAY OF JULY, 2002, BY AND BETWEEN NORTHERN STATES POWER COMPANY (formerly Northern Power Corporation), a corporation duly organized and existing under and by virtue of the laws of the State of Minnesota, having its principal office in the City of Minneapolis, Minnesota (the "Company"), party of the first part, and BNY MIDWEST TRUST COMPANY, 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, Illinois, successor to Harris Trust and Savings Bank, as Trustee (the "Trustee"), party of the second part; WITNESSETH: WHEREAS, a predecessor in interest to the Company, Xcel Energy Inc. (formerly Northern States Power Company), a corporation duly organized and existing under and by virtue of the laws of the State of Minnesota (the "Predecessor Company"), has heretofore executed and delivered to the Trustee its Trust Indenture (the "1937 Indenture"), made as of February 1, 1937, whereby the Predecessor Company granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed to the Trustee and to its respective successors in trust, all property, real, personal and mixed then owned or thereafter acquired or to be acquired by the Predecessor Company (except as therein excepted from the lien thereof) and subject to the rights reserved by the Predecessor Company in and by the provisions of the 1937 Indenture, to be held by said Trustee in trust in accordance with the provisions of the 1937 Indenture for the equal pro rata benefit and security of all and each of the bonds issued and to be issued thereunder in accordance with the provisions thereof; and WHEREAS, the Predecessor Company heretofore has executed and delivered to the Trustee a Supplemental Trust Indenture, made as of June 1, 1942, whereby the Predecessor Company conveyed, assigned, transferred, mortgaged, pledged, set over, and confirmed to the Trustee, and its respective successors in said trust, additional property acquired by it subsequent to the date of the 1937 Indenture; and WHEREAS, the Predecessor Company heretofore has executed and delivered to the Trustee the following additional Supplemental Trust Indentures which, in addition to conveying, assigning, transferring, mortgaging, pledging, setting over, and confirming to the Trustee, and its respective successors in said trust, additional property acquired by it subsequent to the preparation of the next preceding Supplemental Trust Indenture and adding to the covenants, conditions, and agreements of the 1937 Indenture certain additional covenants, conditions, and agreements to be observed by the Predecessor Company, created the following series of First Mortgage Bonds:

DATE OF SUPPLEMENTAL TRUST INDENTURE DESIGNATION OF SERIES ------------------ --------------------- February 1, 1944 Series due February 1, 1974 (retired) October 1, 1945 Series due October 1, 1975 (retired) July 1, 1948 Series due July 1, 1978 (retired) August 1, 1949 Series due August 1, 1979 (retired)

DATE OF SUPPLEMENTAL TRUST INDENTURE DESIGNATION OF SERIES ------------------ --------------------- June 1, 1952 Series due June 1, 1982 (retired) October 1, 1954 Series due October 1, 1984 (retired) September 1, 1956 Series due 1986 (retired) August 1, 1957 Series due August 1, 1987 (redeemed) July 1, 1958 Series due July 1, 1988 (retired) December 1, 1960 Series due December 1, 1990 (retired) August 1, 1961 Series due August 1, 1991 (retired) June 1, 1962 Series due June 1, 1992 (retired) September 1, 1963 Series due September 1, 1993 (retired) August 1, 1966 Series due August 1, 1996 (redeemed) June 1, 1967 Series due June 1, 1995 (redeemed) October 1, 1967 Series due October 1, 1997 (redeemed) May 1, 1968 Series due May 1, 1998 (redeemed) October 1, 1969 Series due October 1, 1999 (redeemed) February 1, 1971 Series due March 1, 2001 (redeemed) May 1, 1971 Series due June 1, 2001 (redeemed) February 1, 1972 Series due March 1, 2002 (redeemed) January 1, 1973 Series due February 1, 2003 (redeemed) January 1, 1974 Series due January 1, 2004 (redeemed) September 1, 1974 Pollution Control Series A (redeemed) April 1, 1975 Pollution Control Series B (redeemed) May 1, 1975 Series due May 1, 2005 (redeemed) March 1, 1976 Pollution Control Series C (retired) June 1, 1981 Pollution Control Series D, E and F (redeemed) December 1, 1981 Series due December 1, 2011 (redeemed) May 1, 1983 Series due May 1, 2013 (redeemed) December 1, 1983 Pollution Control Series G (redeemed) September 1, 1984 Pollution Control Series H (redeemed) December 1, 1984 Resource Recovery Series I (redeemed) May 1, 1985 Series due June 1, 2015 (redeemed) September 1, 1985 Pollution Control Series J, K and L July 1, 1989 Series due July 1, 2019 (redeemed) June 1, 1990 Series due June 1, 2020 (redeemed) October 1, 1992 Series due October 1, 1997 (retired) April 1, 1993 Series due April 1, 2003 December 1, 1993 Series due December 1, 2000 (retired), and December 1, 2005 February 1, 1994 Series due February 1, 1999 (retired) October 1, 1994 Series due October 1, 2001 (retired) June 1, 1995 Series due July 1, 2025 April 1, 1997 Pollution Control Series M (redeemed), N, O and P March 1, 1998 Series due March 1, 2003, and March 1, 2028 May 1, 1999 Resource Recovery Series Q June 1, 2000 Resource Recovery Series R June 1, 2002 Series due August 15, 2003; and

2 WHEREAS, on August 18, 2000 New Centuries Energies, Inc. was merged with and into the Predecessor Company and the Predecessor Company changed its corporate name from Northern States Power Company to Xcel Energy Inc.; and WHEREAS, pursuant to an Assignment and Assumption Agreement dated as of August 18, 2000 between the Predecessor Company and the Company, substantially all the assets of the Predecessor Company (other than the stock of the Predecessor Company's subsidiaries) were conveyed to, and substantially all the liabilities of the Predecessor Company, including liabilities created under the Indenture, were assumed by, the Company (the "Assignment"); and WHEREAS, pursuant to the Supplemental Trust Indenture dated as of August 1, 2000 among the Predecessor Company, the Company and Harris Trust and Savings Bank, as Trustee, the requirements and conditions precedent set forth in the Original Indenture and the Restated Indenture (each as hereinafter defined) with respect to the Assignment were satisfied; and WHEREAS, the 1937 Indenture and all of the foregoing Supplemental Trust Indentures are referred to herein collectively as the "Original Indenture"; and WHEREAS, the Predecessor Company heretofore has executed and delivered to the Trustee a Supplemental and Restated Trust Indenture, dated May 1, 1988 (the "Restated Indenture"), which, in addition to conveying, assigning, transferring, mortgaging, pledging, setting over, and confirming to the Trustee, and its respective successors in said trust, additional property acquired by it subsequent to the preparation of the next preceding Supplemental Trust Indenture, amended and restated the Original Indenture; 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, pursuant to the Agreement of Resignation, Appointment and Acceptance dated as of May 1, 2002 among the Company, BNY Midwest Trust Company, as successor trustee, and Harris Trust and Savings Bank, the Trustee accepted the rights, powers, duties and obligations of the trustee under the Indenture effective as of May 9, 2002; and 3 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 City of Becker, in the County of Sherburne, a municipal corporation existing under the Constitution and laws of the State of Minnesota (the "City") has issued $69,000,000 principal amount of its Pollution Control Revenue Refunding Bonds (Northern States Power Company - Sherburne County Generating Station Units 1 and 2 Project), Series 2000-A (the "Pollution Control Revenue Bonds") pursuant to the provisions of the Indenture of Trust, dated as of March 1, 2000, as supplemented by Supplemental Indenture No. 1, dated as of August 1, 2002, and Supplemental Indenture No. 2, dated as of August 20, 2002 (as supplemented, the "Pollution Control Indenture"), between the City and Wells Fargo Bank Minnesota, National Association, as Trustee (said Trustee or any successor trustee under the Pollution Control Indenture being hereinafter referred to as the "Pollution Control Trustee"); and WHEREAS, the net proceeds of the Pollution Control Revenue Bonds were loaned by the City to the Company pursuant to the provisions of a Loan Agreement dated as of March 1, 2000, between the City and the Company (as amended, the "Agreement"), to provide a portion of the funds to refinance the acquisition, construction and equipping of certain air and water pollution control facilities relating to the first and second electric generating units located in the City at the Company's Sherburne County Generating Station, owned jointly by the Company and Southern Minnesota Municipal Power Agency; and WHEREAS, payments by the Company under and pursuant to the Agreement have been assigned by the City to the Pollution Control Trustee in order to secure the payment of the Pollution Control Revenue Bonds; and WHEREAS, in order to further secure the payment of the Pollution Control Revenue Bonds, the Company desires to provide for the issuance under the Indenture to the Pollution Control Trustee of a new series of bonds designated "First Mortgage Bonds, Pollution Control Series S" (sometimes called "Bonds of Pollution Control Series S"), in a principal amount equal to the principal amount of the Pollution Control Revenue Bonds, and with corresponding terms and maturity, the Bonds of Pollution Control Series S to be issued as registered bonds without coupons in denominations of a multiple of $5,000; and WHEREAS, the Bonds of Pollution Control Series S are to be substantially in the form and tenor following, to-wit: (Form of Bonds of Pollution Control Series S) This Bond has not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in contravention of said Act and is not transferable except to a successor Trustee under the Indenture of Trust dated as of March 1, 2000, as amended, from the City of Becker, Minnesota (the "City"), to Wells Fargo Bank Minnesota, National Association, as Trustee. 4 NORTHERN STATES POWER COMPANY (Incorporated under the laws of the State of Minnesota) First Mortgage Bond Pollution Control Series S No._________ $69,000,000 Northern States Power Company, a corporation organized and existing under and by virtue of the laws of the State of Minnesota (herein called the "Company"), for value received, hereby promises to pay to Wells Fargo Bank Minnesota, National Association, Minneapolis, Minnesota, as Trustee under the Indenture of Trust dated as of March 1, 2000, as supplemented by Supplemental Indenture No. 1, dated as of August 1, 2002, and Supplemental Indenture No. 2, dated as of August 20, 2002 (as supplemented, the "Pollution Control Indenture") from the City of Becker, Minnesota (the "City"), to Wells Fargo Bank Minnesota, National Association, Minneapolis, Minnesota, or any successor trustee under the Pollution Control Indenture (the "Pollution Control Trustee") and at the office of BNY Midwest Trust Company, Chicago, Illinois, successor to Harris Trust and Savings Bank, as trustee (the "Trustee") the sum of Sixty-Nine Million Dollars in lawful money of the United States of America on the Demand Redemption Date, as hereinafter defined, and to pay on the Demand Redemption Date to the Pollution Control Trustee, interest hereon from the Initial Interest Accrual Date, as hereinafter defined, to the Demand Redemption Date at the same rate or rates per annum then and thereafter from time to time borne by the Pollution Control Revenue Refunding Bonds (Northern States Power Company - Sherburne County Generating Station Units 1 and 2 Project), Series 2000-A (the "Pollution Control Revenue Bonds"), in like money, said interest being payable at the office of the Trustee in Chicago, Illinois, subject to the provisions hereinafter set forth in the event of a rescission of a Redemption Demand, as hereinafter defined. This bond is one of a duly authorized issue of bonds of the Company, known as its First Mortgage Bonds, unlimited in aggregate principal amount, which issue of bonds consists, or may consist of several series of varying denominations, dates and tenors, all issued and to be issued under and equally secured (except in so far 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 50 supplemental trust indentures (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 the Trustee. The 1937 Indenture, as supplemented by the Supplemental Indentures, the Restated Indenture and the New Supplemental Indenture, is referred to as the "Indenture". Reference is hereby 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. 5 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/or the holders of the bonds, and/or the terms and provisions of the Indenture and/or 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 disqualified from voting by reason of the Company's interest therein as provided in the Indenture); provided that without the consent of all holders of all bonds affected no such modification or alteration shall permit the extension of the maturity of the principal of any bond or the reduction in the rate of interest thereon or any other modification in the terms of payment of such principal or interest. The 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. This bond is one of a series of bonds of the Company issued under the Indenture and designated as First Mortgage Bonds, Pollution Control Series S. The bonds of this Series have been issued to the Pollution Control Trustee under the Pollution Control Indenture to secure payment of the Pollution Control Revenue Bonds issued by the City under the Pollution Control Indenture, the proceeds of which have been or are to be loaned to the Company pursuant to the provisions of the Loan Agreement dated as of March 1, 2000 (the "Agreement") between the Company and the City. The maturity of the obligation represented by the bonds of this Series is April 1, 2030. The date of maturity of the obligation represented by the bonds of this Series is hereinafter referred to as the Final Maturity Date. The bonds of this Series shall bear interest from the Initial Interest Accrual Date, as hereinafter defined, at the same rate or rates per annum then and thereafter from time to time borne by the Pollution Control Revenue Bonds. Except as provided in the next succeeding paragraph, in the event of a default under Section 8.01 of the Agreement or in the event of a default in the payment of the principal of, premium, if any, or interest (and such default in the payment of interest continues for the full grace period, if any, permitted by the Pollution Control Indenture and the Pollution Control Revenue Bonds) on the Pollution Control Revenue Bonds, whether at maturity, by acceleration, by sinking fund, redemption or otherwise, as and when the same becomes due, the bonds of this Series shall be redeemable in whole upon receipt by the Trustee of a written demand (hereinafter called a "Redemption Demand") from the Pollution Control Trustee stating that there has been such a default, stating that it is acting pursuant to the authorization granted by Section 8.03 of the Pollution Control Indenture, specifying the last date to which interest on the Pollution Control 6 Revenue Bonds has been paid (such date being hereinafter referred to as the "Initial Interest Accrual Date") and demanding redemption of the bonds of this Series. The Trustee shall, within 10 days after receiving such Redemption Demand, mail a copy thereof to the Company marked to indicate the date of its receipt by the Trustee. Promptly upon receipt by the Company of such copy of a Redemption Demand, the Company shall fix a date on which it will redeem the bonds of this Series so demanded to be redeemed (hereinafter called the "Demand Redemption Date"). Notice of the date fixed as and for the Demand Redemption Date shall be mailed by the Company to the trustee at least 30 days prior to such Demand Redemption Date. The date to be fixed by the Company as and for the Demand Redemption Date may be any date up to and including the earlier of (i) the 120th day after receipt by the Trustee of the Redemption Demand or (ii) the Final Maturity Date, provided that if the Trustee shall not have received such notice fixing the Demand Redemption Date within 90 days after receipt by it of the Redemption Demand, the Demand Redemption Date shall be deemed to be the earlier of (i) the 120th day after receipt by the Trustee of the Redemption Demand or (ii) the Final Maturity Date. The Trustee shall mail notice of the Demand Redemption Date (such notice being hereafter called the "Demand Redemption Notice") to the Pollution Control Trustee not more than 10 nor less than five days prior to the Demand Redemption Date. Notwithstanding the foregoing, if a default to which this paragraph is applicable is existing on the Final Maturity Date, such date shall be deemed to be the Demand Redemption Date without further action (including actions specified in this paragraph) by the Pollution Control Trustee, the Trustee or the Company. The bonds of this Series shall be redeemed by the Company on the Demand Redemption Date, upon surrender thereof by the Pollution Control Trustee to the Trustee, at a redemption price equal to the principal amount thereof, plus accrued interest thereon at the rate per annum set forth in the first paragraph of this Bond, from the Initial Interest Accrual Date to the Demand Redemption Date. If a Redemption Demand is rescinded by the Pollution Control Trustee by written notice to the Trustee prior to the Demand Redemption Date, no Demand Redemption Notice shall be given, or, if already given, shall be automatically annulled, and interest on the bonds of this Series shall cease to accrue, all interest accrued thereon shall be automatically rescinded and cancelled and the Company shall not be obligated to make any payments of principal of or interest on the bonds of this Series; but no such rescission shall extend to or affect any subsequent default or impair any right consequent thereon. In the event that all of the bonds outstanding under the Indenture shall have become immediately due and payable, whether by declaration or otherwise, and such acceleration shall not have been annulled, the bonds of this Series shall bear interest at the rate per annum set forth in the first paragraph of this Bond, from the Initial Interest Accrual Date, as specified in a written notice to the Trustee from the Pollution Control Trustee, and the principal of and interest on the bonds of this Series from the Initial Interest Accrual Date shall be payable in accordance with the provisions of the Indenture. Upon payment of the principal of and premium, if any, and interest on the Pollution Control Revenue Bonds, whether at maturity or prior to maturity by redemption or otherwise, and the surrender thereof to and cancellation thereof by the Pollution Control Trustee (other than any Pollution Control Revenue Bond that was cancelled by the Pollution Control Trustee and for which one or more other Pollution Control Revenue Bonds were delivered and authenticated pursuant to the Pollution Control Indenture in lieu of or in exchange or substitution for such cancelled Pollution Control Revenue Bond), or upon provision for the payment thereof having 7 been made in accordance with the Pollution Control Indenture, bonds of this Series in a principal amount equal to the principal amount of the Pollution Control Revenue Bonds so surrendered and cancelled or for the provision for which payment has been made shall be deemed fully paid and the obligations of the Company thereunder shall be terminated, and such bonds of this Series shall be surrendered by the Pollution Control Trustee to the Trustee and shall be cancelled by the Trustee. No recourse shall be had for the payment of, or interest, if any, on this bond, or any part thereof, or of any claim based hereon or in respect hereof or of the Indenture, against any incorporator, or any past, present or future stockholder, 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. The 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 BNY Midwest Trust Company, as Trustee under the Indenture, or its successor thereunder. IN WITNESS WHEREOF, NORTHERN STATES POWER COMPANY has caused this instrument to be signed 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. BNY MIDWEST TRUST COMPANY, 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, 8 additional property acquired by it subsequent to the date of the preparation of the Supplemental Trust Indenture dated as of August 1, 2000; and WHEREAS, the Indenture provides in substance that the Company and the Trustee may enter into indentures supplemental thereto for the purposes, among others, of creating and setting forth the particulars of any new series of bonds and of providing the terms and conditions of the issue of the bonds of any series not expressly provided for in the Indenture and of conveying, assigning, transferring, mortgaging, pledging, setting over and confirming to the Trustee additional property of the Company, and for any other purpose not inconsistent with the terms of the Indenture; and WHEREAS, the execution and delivery of this Supplemental Trust Indenture have been duly authorized by a resolution adopted by the Board of Directors of the Company; WHEREAS, the Trustee has duly determined to execute this Supplemental Trust Indenture and to be bound, insofar as it may lawfully do so, by the provisions hereof, NOW, THEREFORE, Northern States Power Company, in consideration of the premises and of one dollar duly paid to it by the Trustee at or before the ensealing and delivery of these presents, the receipt of which is hereby acknowledged, and other good and valuable considerations, does hereby covenant and agree to and with BNY Midwest Trust Company, as Trustee, and its successors in the trust under the Indenture for the benefit of those who hold or shall hold the bonds, or any of them, issued or to be issued thereunder, as follows: ARTICLE I. SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF THE 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, 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 9 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 Restated 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. 10 ARTICLE II. PROVISIONS OF BONDS OF POLLUTION CONTROL SERIES S SECTION 2.01. There is hereby created, for issuance under the Indenture, a series of bonds designated Pollution Control Series S, each of which shall bear the descriptive title "First Mortgage Bonds, Pollution Control Series S" and the form thereof shall contain suitable provisions with respect to the matters specified in this section. The Bonds of Pollution Control Series S shall be printed, lithographed or typewritten and shall be substantially of the tenor and purport previously recited. The Bonds of Pollution Control Series S shall be issued as registered bonds without coupons in denominations of a multiple of $5,000 and shall be registered in the name of the Pollution Control Trustee. The Bonds of Pollution Control Series S shall be dated as of the date of their authentication. The Bonds of Pollution Control Series S shall be payable, both as to principal and interest, at the office of the Trustee in Chicago, Illinois, in lawful money of the United States of America. The maturity of the obligation represented by the Bonds of Pollution Control Series S is April 1, 2030. The date of maturity of the obligation represented by the Bonds of Pollution Control Series S is hereinafter referred to as the Series S Final Maturity Date. The Bonds of Pollution Control Series S shall bear interest from the Series S Initial Interest Accrual Date, as hereinafter defined, at the same rate or rates then and thereafter from time to time borne by the Pollution Control Revenue Bonds. SECTION 2.02. Except as provided in the next succeeding paragraph of this Section 2.02, in the event of a default under Section 8.01 of the Agreement or in the event of a default in the payment of the principal of, premium, if any, or interest on the Pollution Control Revenue Bonds, whether at maturity, by acceleration, by sinking fund, redemption or otherwise, as and when the same becomes due, the Bonds of Pollution Control Series S shall be redeemable in whole upon receipt by the Trustee of a written demand (hereinafter called a "Series S Redemption Demand") from the Pollution Control Trustee stating that there has been such a default, stating that it is acting pursuant to the authorization granted by Section 8.03 of the Pollution Control Indenture, specifying the last date to which interest on the Pollution Control Revenue Bonds has been paid (such date being hereinafter referred to as the "Series S Initial Interest Accrual Date") and demanding redemption of the Bonds of Pollution Control Series S. The Trustee shall, within 10 days after receiving such Series S Redemption Demand, mail a copy thereof to the Company marked to indicate the date of its receipt by the Trustee. Promptly upon receipt by the Company of such copy of a Series S Redemption Demand, the Company shall fix a date on which it will redeem the Bonds of Pollution Control Series S so demanded to be redeemed (hereinafter called the "Series S Demand Redemption Date"). Notice of the date fixed as the Series S Demand Redemption Date shall be mailed by the Company to the Trustee at least 30 days prior to such Series S Demand Redemption Date. The date to be fixed by the Company as and for the Series S Demand Redemption Date may be any date up to and including the earlier of (i) the 120th day after receipt by the Trustee of the Series S Redemption Demand or (ii) the Series S Final Maturity Date; provided that if the Trustee shall not have received such notice fixing the Series S Demand Redemption Date within 90 days after receipt by it of the Series S Redemption Demand, the Series S Demand Redemption Date shall be deemed to be the earlier of (i) the 120th day after receipt by the Trustee of the Series S Redemption Demand or (ii) the Series S Final Maturity Date. The Trustee shall mail notice of the Series S Demand Redemption Date (such notice being hereinafter called the "Series S Demand Redemption Notice") to the 11 Pollution Control Trustee not more than 10 nor less than five days prior to the Series S Demand Redemption Date. Notwithstanding the foregoing, if a default to which this paragraph is applicable is existing on the Series S Final Maturity Date, such date shall be deemed to be the Demand Redemption Date without further action (including actions specified in this paragraph) by the Pollution Control Trustee, the Trustee or the Company. The Bonds of Pollution Control Series S shall be redeemed by the Company on the Series S Demand Redemption Date, upon surrender thereof by the Pollution Control Trustee to the Trustee, at a redemption price equal to the principal amount thereof, plus accrued interest thereon at the rate per annum set forth in Section 2.01 hereof, from the Series S Initial Interest Accrual Date to the Series S Demand Redemption Date. If a Series S Redemption Demand is rescinded by the Pollution Control Trustee by written notice to the Trustee prior to the Series S Demand Redemption Date, no Series S Demand Redemption Notice shall be given, or, if already given, shall be automatically annulled, and interest on the Bonds of Pollution Control Series S shall cease to accrue, all interest accrued thereon shall be automatically rescinded and cancelled and the Company shall not be obligated to make any payments of principal of or interest on the Bonds of Pollution Control Series S; but no such rescission shall extend to or affect any subsequent default or impair any right consequent thereon. In the event that all of the bonds outstanding under the Indenture shall have become immediately due and payable, whether by declaration or otherwise, and such acceleration shall not have been annulled, the Bonds of Pollution Control Series S shall bear interest at the rate per annum set forth in Section 2.01 hereof; from the Series S Initial Interest Accrual Date, as specified in a written notice to the Trustee from the Pollution Control Trustee, and the principal of and interest on the Bonds of Pollution Control Series S from the Series S Initial Interest Accrual Date shall be payable in accordance with the provisions of the Indenture. Anything herein contained to the contrary notwithstanding, the Trustee is not authorized to take any action pursuant to a Series S Redemption Demand or a rescission thereof or a written notice required by this Section 2.02, and such Series S Redemption Demand, rescission or notice shall be of no force or effect, unless it is executed in the name of the Pollution Control Trustee by one of its Vice Presidents. SECTION 2.03. Upon payment of the principal of and premium, if any, and interest on the Pollution Control Revenue Bonds, whether at maturity or prior to maturity by redemption or otherwise, and the surrender thereof to and cancellation thereof by the Pollution Control Trustee (other than any Pollution Control Revenue Bond that was cancelled by the Pollution Control Trustee and for which one or more other Pollution Control Revenue Bonds were delivered and authenticated pursuant to the Pollution Control Indenture), or upon provision for the payment thereof having been made in accordance with the Pollution Control Indenture, Bonds of Pollution Control Series S in a principal amount equal to the principal amount of the Pollution Control Revenue Bonds so surrendered and cancelled or for the provision for which payment has been made shall be deemed fully paid and the obligations of the Company thereunder shall be terminated, and such Bonds of Pollution Control Series S shall be surrendered by the Pollution Control Trustee to the Trustee and shall be cancelled and disposed of by the Trustee in accordance with its customary procedures, and a certificate of such cancellation and destruction shall be delivered to the Company. 12 SECTION 2.04. The Pollution Control Trustee as the registered holder of the Bonds of Pollution Control Series S, at its option may surrender the same at the office of the Trustee, in Chicago, Illinois, or elsewhere, if authorized by the Company, for cancellation, in exchange for other bonds of the same series of the same aggregate principal amount. Thereupon, and upon receipt of any payment required under the provisions of Section 2.05 hereof, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate and deliver such other registered bonds to such registered holder at its office or at any other place specified as aforesaid. SECTION 2.05. No charge shall be made by the Company for any exchange or transfer of Bonds of Pollution Control Series S other than for taxes or other governmental charges, if any that may be imposed in relation thereto. ARTICLE III. FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE SECTION 3.01. The name and address of the debtor and secured party are set forth below: Debtor: Northern States Power Company 414 Nicollet Mall Minneapolis, Minnesota 55401 Secured Party: BNY Midwest Trust Company, Trustee 2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602 NOTE: Northern States Power Company, the debtor above named, is "a transmitting utility" under the Uniform Commercial Code as adopted in Minnesota, North Dakota and South Dakota. SECTION 3.02. 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 3.03. 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:

FIRST MORTGAGE BONDS PRINCIPAL AMOUNT -------------------- ---------------- Series due April 1, 2003................................... $ 80,000,000 Series due December 1, 2005................................ $ 70,000,000 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, 2025.................................... $250,000,000

13 Pollution Control Series N................................. $ 27,900,000 Pollution Control Series O................................. $ 50,000,000 Pollution Control Series P................................. $ 50,000,000 Resource Recovery Series Q................................. $ 15,170,000 Resource Recovery Series R................................. $ 19,615,000 Series due March 1, 2003................................... $100,000,000 Series due March 1, 2028................................... $150,000,000 Series due August 15, 2003................................. $308,000,000 Pollution Control Series S................................. $ 69,000,000 SECTION 3.04. This Financing Statement is hereby adopted for all of the First Mortgage Bonds of the series mentioned above secured by said Indenture. SECTION 3.05. 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 Supplemental Indenture Dated June 1, 1952 Supplemental Indenture Dated October 1, 1954 Supplemental Indenture Dated September 1, 1956 14 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 15 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 Indenture Dated May 1, 1988 Supplemental Indenture Dated July 1, 1989 16 Supplemental Indenture Dated June 1, 1990 Supplemental Indenture Dated October 1, 1992 Supplemental Indenture Dated April 1, 1993 Supplemental Indenture Dated December 1, 1993 Supplemental Indenture Dated February 1, 1994 Supplemental Indenture Dated October 1, 1994 Supplemental Indenture Dated June 1, 1995 Supplemental Indenture Dated April 1, 1997 Supplemental Indenture Dated March 1, 1998 Supplemental Indenture Dated May 1, 1999 Supplemental Indenture Dated June 1, 2000 Supplemental Indenture Dated August 1, 2000 Supplemental Indenture Dated June 1, 2002 SECTION 3.06. The property covered by this Financing Statement also shall secure additional series of First Mortgage Bonds of the debtor which may be issued from time to time in the future in accordance with the provisions of the Indenture. ARTICLE IV. AMENDMENTS TO INDENTURE SECTION 4.01. 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 17 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 Trust Indenture dated May 1, 1985. Each holder or registered owner of a bond of any series (including Bonds of Pollution Control Series S) 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 V. MISCELLANEOUS SECTION 5.01. The recitals of fact herein, except the recital that the Trustee has duly determined to execute this Supplemental Trust Indenture and be bound, insofar as it may lawfully so do, by the provisions hereof and in the bonds shall be taken as statements of the Company and shall not be construed as made by the Trustee. The Trustee makes no representations as to the value of any of the property subject to the lien of the Indenture, or any part thereof, or as to the title of the Company thereto, or as to the security afforded thereby and hereby, or as to the validity of this Supplemental Trust Indenture or of the bonds issued under the Indenture by virtue hereof (except the Trustee's certificate) and the Trustee shall incur no responsibility in respect of such matters. SECTION 5.02. 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, June 1, 1995, April 1, 1997, March 1, 1998, May 1, 1999, June 1, 2000, August 1, 2000 and June 1, 2002. SECTION 5.03. (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 amended (as enacted prior to the date of this Supplemental Trust Indenture) by any of the provisions of Sections 310 to 317, inclusive, of the said Act, such required provision shall control. (b) In case any one or more of the provisions contained in this Supplemental Indenture or in the bonds issued hereunder shall be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected, impaired, prejudiced or disturbed thereby. 18 SECTION 5.04. 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 5.05. Wherever in this Supplemental Trust Indenture either of the parties hereto is named or referred to, this shall be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Supplemental Trust Indenture contained by or on behalf of the Company or by or on behalf of the Trustee shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. SECTION 5.06. (a) This Supplemental Trust Indenture may be simultaneously executed in several counterparts, and all said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. (b) The Table of Contents and the descriptive headings of the several Articles of this Supplemental 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 $69,000,000. ---------------------------- 19 IN WITNESS WHEREOF, on this 15th day of August, A.D. 2002, 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 July 1, 2002, 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 BNY MIDWEST TRUST COMPANY, 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 July 1, 2002, to be signed by its President, a Vice President, or an Assistant Vice President, and attested by its Secretary or an Assistant Secretary, for and in its behalf. NORTHERN STATES POWER COMPANY ---------------------------------------- By: Paul E. Pender Its: Vice President and Treasurer Attest: - -------------------------------------- Nancy Haley Assistant Secretary Executed by Northern States Power Company in the presence of: - -------------------------------------- (CORPORATE SEAL) Mary Schell, Witness - -------------------------------------- Elizabeth Blohm, Witness BNY MIDWEST TRUST COMPANY, as Trustee ------------------------------------- By: J. Bartolini Its: Vice President Attest: - ------------------------------------- M. Callahan Assistant Vice President Executed by BNY Midwest Trust Company in the presence of: - ------------------------------------- (CORPORATE SEAL) K. Gibson, Witness - ------------------------------------- A. Hernandez, Witness STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On this 15th day of August A.D. 2002, before me, Sharon Quellhorst, a Notary Public in and for said County in the State aforesaid, personally appeared Paul E. Pender, and Nancy Haley, to me personally known, and to me known to be the Vice President and Treasurer and Assistant Secretary, respectively, of Northern States Power Company, one of the corporations described in and which executed the within and foregoing instrument, and who, being by me severally duly sworn, each for himself, did say that he, the said Paul E. Pender is a Vice President and Treasurer, and she, the said Nancy Haley is the Assistant 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 on behalf of said corporation by authority of its stockholders and board of directors; and said Paul E. Pender and Nancy Haley 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 15th day of August, A.D. 2002. (NOTARY SEAL) - ---------------------------------------- Sharon Quellhorst Notary Public My Commission Expires: January 31, 2005 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) Paul E. Pender and Nancy Haley, being severally duly sworn, each deposes and says that he, the said Paul E. Pender is Vice President and Treasurer, and she, the said Nancy Haley is Assistant 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. - --------------------------------- --------------------------------------- Paul E. Pender Nancy Haley Subscribed and sworn to before me this 15th day of August, A.D. 2002. (NOTARY SEAL) - --------------------------------- Sharon Quellhorst Notary Public My Commission Expires: January 31, 2005 STATE OF ILLINOIS ) ) ss.: COUNTY OF COOK ) On this _____ day of _______________, A.D. 2002, before me, L. Garcia, a Notary Public in and for said County in the State aforesaid, personally appeared J. Bartolini and M. Callahan to me personally known, and to me known to be the Vice President and Assistant Vice President, respectively, of BNY Midwest Trust 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 she, the said J. Bartolini, is Vice President, and she, the said M. Callahan, is the Assistant Vice President, of said BNY Midwest Trust Company, a corporation; that the seal affixed to the within and foregoing instrument is the corporate seal of said corporation, and that said instrument was executed on behalf of said corporation by authority of its board of directors; and said J. Bartolinli and M. Callahan each acknowledged said instrument to be the free act and deed of said corporation and that such corporation executed the same. WITNESS my hand and notarial seal, this _____ day of _______________, A.D. 2002. (NOTARY SEAL) - ------------------------------------ L. Garcia Notary Public My Commission Expires: July 8, 2006 STATE OF ILLINOIS ) ) ss.: COUNTY OF COOK ) J. Bartolini and M. Callahan, being severally duly sworn, each for himself deposes and says that she, the said J. Bartolini, is Vice President, and she, the said M. Callahan, is Assistant Vice President, of BNY Midwest Trust Company, the corporation described in and which executed the within and foregoing Supplemental Trust Indenture, as mortgagee; and each for himself further says that said Supplemental Trust Indenture was executed in good faith, and not for the purpose of hindering, delaying, or defrauding any creditor of the mortgagor. - ---------------------------------- -------------------------------------- J. Bartolini M. Callahan Subscribed and sworn to before me this __________ day of _______________, A.D. 2002. (NOTARY SEAL) - --------------------------------- L. Garcia Notary Public My Commission Expires: July 8, 2006 SCHEDULE A The property referred to in Article I of the foregoing Supplemental Trust Indenture from Northern States Power Company to BNY Midwest Trust Company, Trustee, made as of July 1, 2002 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. PROPERTIES IN THE STATE OF MINNESOTA The following described real property, situate, lying and being in the County of Hennepin, to-wit: 1. Lot 1, Block 1, Ceridian 2nd Addition, according to the recorded plat thereof, Hennepin County, Minnesota. Together with and subject to the easements filed with the Hennepin County Recorder's Office as Document Nos. 3714541, 6584907 and 6987085 to the extent such easements are appurtenant to the above-referenced real property. II. TRANSMISSION LINES OF THE COMPANY The electric transmission lines of the Company, including towers, poles, pole lines, wire, switch racks, switchboards, insulators, and other appliances and equipment, and all other property forming a part thereof or appertaining thereto, and all service lines extending therefrom; together with all rights for or relating to the construction, maintenance of operation thereof, through, over, under, or upon any private property of public streets or highways within as well as without the corporate limits of any municipal corporation, and particularly the following described lines, to-wit: IN THE STATE OF MINNESOTA Line 0808 0.56 Miles (U.G.) High Bridge-Rogers Lake-Airport-Bloomington-Wilson Hennepin Co., MN., Sec 36, T28N, R23W Line 5531 14.91 Miles Pipestone-Chanerambie Pipestone Co., MN., Sec 12, T106N, R46W Pipestone Co., MN., Sec's 4, 7, 8, 9, T106N, R45W Pipestone Co., MN., Sec's 33, 34, 35, 36, T107N, R45W Pipestone Co., MN., Sec's 31, 32, 33, 34, 35, 36, T107N, R44W Murray Co., MN., Sec 1, T106N, R43W Murray Co., MN., Sec 31, T105N, R43W Line 0832 8.68 Miles Black Dog-Burnsville-Lake Marion Waseca Co., MN., Sec 18, T107N, R22W A-1 Waseca Co., MN., Sec's 1, 12, 13, T107N, R23W Waseca Co., MN., Sec's 1, 12, 13, 24, 25, 36, T108 N, R23W Line 0832 7.28 Miles Black Dog-Burnsville-Lake Marion LeSueur Co., MN., Sec's 35, 36, T109N, R23W Rice Co., MN., Sec's 17, 20, 29, 30, T109N, R22W Line 0703 6.62 Miles Yankee Doodle-Northfield (Tap to Kegan Lake and Air Lake) Dakota Co., MN., Sec's 31, 32, 33, T114N, R20W Dakota Co., MN., Sec 36, T114N, R21W Scott Co., MN., Sec's 1, 12, 13, T113N, R21W ------------------------- 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. A-2 EX-99.01 9 c73066exv99w01.txt EX-99.01 STATEMENT PURSUANT TO PRIVATE SECURITIES EXHIBIT 99.01 UTILITY SUBSIDIARIES OF XCEL ENERGY CAUTIONARY FACTORS The Private Securities Litigation Reform Act provides a "safe harbor" for forward-looking statements to encourage such disclosures without the threat of litigation, providing those statements are identified as forward-looking and are accompanied by meaningful, cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the statement. Forward-looking statements are made in written documents and oral presentations of the Utility Subsidiaries of Xcel Energy. These statements are based on management's beliefs as well as assumptions and information currently available to management. When used in the Utility Subsidiaries of Xcel Energy's documents or oral presentations, the words "anticipate," "estimate," "expect," "projected," objective," "outlook," "forecast," "possible," "potential" and similar expressions are intended to identify forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements, factors that could cause the actual results of the Utility Subsidiaries of Xcel Energy to differ materially from those contemplated in any forward-looking statements include, among others, the following: o Economic conditions, including inflation rates and monetary fluctuations; o The risk of a significant slowdown in growth or decline in the U.S. economy, the risk of delay in growth recovery in the U.S. economy or the risk of increased cost for insurance premiums, security and other items as a consequence of the Sept. 11, 2001, terrorist attacks; o Trade, monetary, fiscal, taxation and environmental policies of governments, agencies and similar organizations in geographic areas where the Utility Subsidiaries of Xcel Energy have a financial interest; o Customer business conditions, including demand for their products or services and supply of labor and materials used in creating their products and services; o Financial or regulatory accounting principles or policies imposed by the Financial Accounting Standards Board, the SEC, the Federal Energy Regulatory Commission and similar entities with regulatory oversight; o Availability or cost of capital such as changes in: interest rates; market perceptions of the utility industry, Xcel Energy or any of its subsidiaries; or security ratings; o Factors affecting utility and nonutility operations such as unusual weather conditions; catastrophic weather-related damage; unscheduled generation outages, maintenance or repairs; unanticipated changes to fossil fuel, nuclear fuel or gas supply costs or availability due to higher demand, shortages, transportation problems or other developments; nuclear or environmental incidents; or electric transmission or gas pipeline constraints; o Employee workforce factors, including loss or retirement of key executives, collective bargaining agreements with union employees, or work stoppages; o Increased competition in the utility industry; o State, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rate structures and affect the speed and degree to which competition enters the electric and gas markets; industry restructuring initiatives; transmission system operation and/or administration initiatives; recovery of investments made under traditional regulation; nature of competitors entering the industry; retail wheeling; a new pricing structure; and former customers entering the generation market; o Rate-setting policies or procedures of regulatory entities, including environmental externalities, which are values established by regulators assigning environmental costs to each method of electricity generation when evaluating generation resource options; o Nuclear regulatory policies and procedures, including operating regulations and spent nuclear fuel storage; o Social attitudes regarding the utility and power industries; o Risks associated with the California and other western power markets; o Cost and other effects of legal and administrative proceedings, settlements, investigations and claims; o Technological developments that result in competitive disadvantages and create the potential for impairment of existing assets; o Factors associated with nonregulated investments, including conditions of final legal closing, foreign government actions, foreign economic and currency risks, political instability in foreign countries, partnership actions, competition, operating risks, dependence on certain suppliers and customers, domestic and foreign environmental and energy regulations; and o Other business or investment considerations that may be disclosed from time to time in the SEC filings of the Utility Subsidiaries of Xcel Energy or in other publicly disseminated written documents. The Utility Subsidiaries of Xcel Energy undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors should not be construed as exhaustive. EX-99.02 10 c73066exv99w02.txt EX-99.02 CERTIFICATION PURSUANT TO 18 USC SEC 1350 EXHIBIT 99.02 - OFFICER CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of NSP-Minnesota on Form 10-Q for the quarter ended Sept. 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (Form 10-Q), each of the undersigned officers of the NSP-Minnesota certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge: (1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Xcel Energy as of the dates and for the periods expressed in the Form 10-Q. Date: Nov. 14, 2002 /s/ Wayne H. Brunetti ----------------------------------------------- Wayne H. Brunetti Chairman, President and Chief Executive Officer /s/ Richard C. Kelly ----------------------------------------------- Richard C. Kelly Vice President and Chief Financial Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. EX-99.03 11 c73066exv99w03.txt EX-99.03 CERTIFICATION PURSUANT TO 18 USC SEC 1350 EXHIBIT 99.03 - OFFICER CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of NSP-Wisconsin on Form 10-Q for the quarter ended Sept. 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (Form 10-Q), each of the undersigned officers of the NSP-Wisconsin certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge: (1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Xcel Energy as of the dates and for the periods expressed in the Form 10-Q. Date: Nov. 14, 2002 /s/ Wayne H. Brunetti ----------------------------------------------- Wayne H. Brunetti Chairman, President and Chief Executive Officer /s/ Richard C. Kelly ----------------------------------------------- Richard C. Kelly Vice President and Chief Financial Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. EX-99.04 12 c73066exv99w04.txt EX-99.04 CERTIFICATION PURSUANT TO 18 USC SEC 1350 EXHIBIT 99.04 - OFFICER CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of PSCo on Form 10-Q for the quarter ended Sept. 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (Form 10-Q), each of the undersigned officers of the PSCo certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge: (1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Xcel Energy as of the dates and for the periods expressed in the Form 10-Q. Date: Nov. 14, 2002 /s/ Wayne H. Brunetti ----------------------------------------------- Wayne H. Brunetti Chairman, President and Chief Executive Officer /s/ Richard C. Kelly ----------------------------------------------- Richard C. Kelly Vice President and Chief Financial Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. EX-99.05 13 c73066exv99w05.txt EX-99.05 CERTIFICATION PURSUANT TO 18 USC SEC 1350 EXHIBIT 99.05 - OFFICER CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of SPS on Form 10-Q for the quarter ended Sept. 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (Form 10-Q), each of the undersigned officers of the SPS certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge: (1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Xcel Energy as of the dates and for the periods expressed in the Form 10-Q. Date: Nov. 14, 2002 /s/ GARY L. GIBSON ----------------------------------------------- Gary L. Gibson President and Chairman /s/ Richard C. Kelly ----------------------------------------------- Richard C. Kelly Vice President and Chief Financial Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. GRAPHIC 14 c73066checkbox.gif GRAPHIC begin 644 c73066checkbox.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!PA7`/]%8T:PH,%_ M&0`H7,@0X;^'$/^ILY;!842)&QQ5K'A1CQ6''"%:H_`.)#UF#\$I:/5P8SX+ CH_X=V0)QXS]K*$;-H%?3XA8`P2+:E!A4*,(,2),F%1`0`#L_ ` end -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.01

                                                                    EXHIBIT 4.01




                             SUPPLEMENTAL INDENTURE


                          (DATED AS OF AUGUST 15, 2002)


                                    --------


                       PUBLIC SERVICE COMPANY OF COLORADO


                                       TO


                      U.S. BANK TRUST NATIONAL ASSOCIATION,
                                   AS TRUSTEE


                                    --------


                   CREATING AN ISSUE OF FIRST MORTGAGE BONDS,
                               COLLATERAL SERIES G

                                    --------

      (SUPPLEMENTAL TO INDENTURE DATED AS OF DECEMBER 1, 1939, AS AMENDED)








         SUPPLEMENTAL INDENTURE, dated as of August 15, 2002, between PUBLIC
         SERVICE COMPANY OF COLORADO, a corporation organized and existing under
         the laws of the State of Colorado (the "Company"), party of the first
         part, and U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST TRUST OF
         NEW YORK, NATIONAL ASSOCIATION), a national banking association, as
         successor trustee (the "Trustee") to Morgan Guaranty Trust Company of
         New York (formerly Guaranty Trust Company of New York), party of the
         second part.

         WHEREAS, the Company heretofore executed and delivered to the Trustee
         its Indenture, dated as of December 1, 1939 (the "Principal
         Indenture"), to secure its First Mortgage Bonds from time to time
         issued thereunder; and

         WHEREAS, the Company has heretofore executed and delivered to the
         Trustee the Supplemental Indentures referred to in Schedule A hereto
         for certain purposes, including the creation of series of bonds, the
         subjection to the lien of the Principal Indenture of property acquired
         after the execution and delivery thereof, the amendment of certain
         provisions of the Principal Indenture and the appointment of the
         successor Trustee; and

         WHEREAS, the Principal Indenture as supplemented and amended by all
         Supplemental Indentures heretofore executed by the Company and the
         Trustee is hereinafter referred to as the "Indenture", and, unless the
         context requires otherwise, references herein to Articles and Sections
         of the Indenture shall be to Articles and Sections of the Principal
         Indenture as so amended; and

         WHEREAS, the Company proposes to create a new series of First Mortgage
         Bonds to be designated as First Mortgage Bonds, Collateral Series G
         (the "Collateral Series G Bonds"), to be issued and delivered to the
         trustee under the 1993 Mortgage (as hereinafter defined) as the basis
         for the authentication and delivery under the 1993 Mortgage of a series
         of securities, all as hereinafter provided, and to vary in certain
         respects the covenants and provisions contained in Article V of the
         Indenture, to the extent that such covenants and provisions apply to
         the Collateral Series G Bonds; and

         WHEREAS, the Company, pursuant to the provisions of the Indenture, has,
         by appropriate corporate action, duly resolved and determined to
         execute this Supplemental Indenture for the purpose of providing for
         the creation of the Collateral Series G Bonds and of specifying the
         form, provisions and particulars thereof, as in the Indenture provided
         or permitted and of giving to the Collateral Series G Bonds the
         protection and security of the Indenture; and

         WHEREAS, the Company has acquired the additional property hereinafter
         described, and the Company desires that such additional property so
         acquired be specifically subject to the lien of the Indenture; and

         WHEREAS, the Company represents that all acts and proceedings required
         by law and by the charter and by-laws of the Company, including all
         action requisite on the part of its shareholders, directors and
         officers, necessary to make the Collateral Series G Bonds, when
         executed by the Company, authenticated and delivered by the Trustee and
         duly issued, the valid, binding and legal obligations of the Company,
         and to constitute the


         Principal Indenture and all indentures supplemental thereto, including
         this Supplemental Indenture, valid, binding and legal instruments for
         the security of the bonds of all series, including the Collateral
         Series G Bonds, in accordance with the terms of such bonds and such
         instruments, have been done, performed and fulfilled, and the execution
         and delivery hereof have been in all respects duly authorized;

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         That Public Service Company of Colorado, the Company named in the
         Indenture, in consideration of the premises and of One Dollar to it
         duly paid by the Trustee at or before the ensealing and delivery of
         these presents, the receipt whereof is hereby acknowledged, and in
         pursuance of the direction and authority of the Board of Directors of
         the Company given at a meeting thereof duly called and held, and in
         order to create the Collateral Series G Bonds and to specify the form,
         terms and provisions thereof, and to make definite and certain the lien
         of the Indenture upon the premises hereinafter described and to subject
         said premises directly to the lien of the Indenture, and to secure the
         payment of the principal of and premium, if any, and interest, if any,
         on all bonds from time to time outstanding under the Indenture,
         including the Collateral Series G Bonds, according to the terms of said
         bonds, and to secure the performance and observance of all of the
         covenants and conditions contained in the Indenture, has executed and
         delivered this Supplemental Indenture and has granted, bargained, sold,
         warranted, aliened, remised, released, conveyed, assigned, transferred,
         mortgaged, pledged, set over and confirmed, and by these presents does
         grant, bargain, sell, warrant, alien, remise, release, convey, assign,
         transfer, mortgage, pledge, set over and confirm unto U.S. Bank Trust
         National Association, as Trustee, and its successor or successors in
         the trust and its and their assigns forever, the property described in
         Schedule B hereto (which is described in such manner as to fall within
         and under the headings or parts or classifications set forth in the
         Granting Clauses of the Principal Indenture);

         TO HAVE AND TO HOLD the same and all and singular the properties,
         rights, privileges and franchises described in the Principal Indenture
         and in the several Supplemental Indentures hereinabove referred to and
         in this Supplemental Indenture and owned by the Company on the date of
         the execution and delivery hereof (other than property of a character
         expressly excepted from the lien of the Indenture as therein set forth)
         unto the Trustee and its successor or successors and assigns forever;

         SUBJECT, HOWEVER, to permitted encumbrances as defined in the
         Indenture;

         IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the
         Indenture, for the equal and proportionate benefit and security of all
         present and future holders of the bonds and coupons issued and to be
         issued under the Indenture, including the Collateral Series G Bonds,
         without preference, priority or distinction as to lien (except as any
         sinking, amortization, improvement or other fund established in
         accordance with the provisions of the Indenture or any indenture
         supplemental thereto may afford additional security for the bonds of
         any particular series) of any of said bonds over any others thereof by
         reason of series, priority in the time of the issue or negotiation
         thereof, or otherwise howsoever, except as provided in Section 2 of
         Article IV of the Indenture.


                                       2

                                   ARTICLE ONE

            CREATION AND DESCRIPTION OF THE COLLATERAL SERIES G BONDS

                  SECTION 1. A new series of bonds to be issued under and
secured by the Indenture is hereby created, the bonds of such new series to be
designated First Mortgage Bonds, Collateral Series G. The Collateral Series G
Bonds shall be limited to an aggregate principal amount of Forty Eight Million
Seven Hundred and Fifty Thousand dollars ($48,750,000), excluding any Collateral
Series G Bonds which may be authenticated and exchanged for or in lieu of or in
substitution for or on transfer of other Collateral Series G Bonds pursuant to
any provisions of the Indenture. The Collateral Series G Bonds shall mature on
January 1, 2019. The Collateral Series G Bonds shall not bear interest.

         The principal of each Collateral Series G Bond shall be payable, upon
         presentation thereof, at the office or agency of the Company in the
         city in which the principal corporate trust office of the 1993 Mortgage
         Trustee (as hereinafter defined) is located, in any coin or currency of
         the United States of America which at the time of payment shall be
         legal tender for the payment of public and private debts.

         The Collateral Series G Bonds shall be issued and delivered by the
         Company to U.S. Bank Trust National Association, as successor trustee
         under the Indenture, dated as of October 1, 1993, as supplemented (the
         "1993 Mortgage"), of the Company to such successor trustee (the "1993
         Mortgage Trustee"), as the basis for the authentication and delivery
         under the 1993 Mortgage of a series of securities. As provided in the
         1993 Mortgage, the Collateral Series G Bonds will be registered in the
         name of the 1993 Mortgage Trustee or its nominee and will be owned and
         held by the 1993 Mortgage Trustee, subject to the provisions of the
         1993 Mortgage, for the benefit of the holders of all securities from
         time to time outstanding under the 1993 Mortgage, and the Company shall
         have no interest therein.

         Any payment or deemed payment by the Company under the 1993 Mortgage of
         the principal of the securities which shall have been authenticated and
         delivered under the 1993 Mortgage on the basis of the issuance and
         delivery to the 1993 Mortgage Trustee of Collateral Series G Bonds
         (other than by the application of the proceeds of a payment in respect
         of such Collateral Series G Bonds) shall, to the extent thereof, be
         deemed to satisfy and discharge the obligation of the Company, if any,
         to make a payment of principal of such Collateral Series G Bonds which
         is then due.

         The Trustee may conclusively presume that the obligation of the Company
         to pay the principal of the Collateral Series G Bonds as the same shall
         become due and payable shall have been fully satisfied and discharged
         unless and until it shall have received a written notice from the 1993
         Mortgage Trustee, signed by an authorized officer thereof, stating that
         the principal of specified Collateral Series G Bonds has become due and
         payable and has not been fully paid, and specifying the amount of funds
         required to make such payment.

         Each Collateral Series G Bond shall be dated as of the date of its
         authentication.


                                       3

         The Collateral Series G Bonds shall be issued as fully registered bonds
         only, in denominations of $1,000 and multiples thereof.

         The Collateral Series G Bonds shall be registerable and exchangeable at
         the office or agency of the Company in the city in which the principal
         corporate trust office of the 1993 Mortgage Trustee is located, in the
         manner and upon the terms set forth in Section 5 of Article II of the
         Indenture; provided, however, that the Collateral Series G Bonds shall
         not be transferrable except to a successor trustee under the 1993
         Mortgage. No service charge shall be made for any exchange or transfer
         of any Collateral Series G Bond.

                  SECTION 2. The text of the Collateral Series G Bonds shall be
substantially in the form attached hereto as Exhibit A.

                  SECTION 3. The Collateral Series G Bonds may be executed by
the Company and delivered to the Trustee and, upon compliance with all
applicable provisions and requirements of the Indenture in respect thereof,
shall be authenticated by the Trustee and delivered (without awaiting the filing
or recording of this Supplemental Indenture) in accordance with the written
order or orders of the Company.

                                   ARTICLE TWO

                   REDEMPTION OF THE COLLATERAL SERIES G BONDS

                  SECTION 1. Each Collateral Series G Bond shall be redeemable
at the option of the Company in whole at any time, or in part from time to time,
prior to maturity, at a redemption price equal to 100% of the principal amount
thereof to be redeemed.

                  SECTION 2. The provisions of Sections 3, 4, 5, 6 and 7 of
Article V of the Indenture shall be applicable to the Collateral Series G Bonds,
except that (a) no publication of notice of redemption of the Collateral Series
G Bonds shall be required and (b) if less than all the Collateral Series G Bonds
are to be redeemed, the Collateral Series G Bonds to be redeemed shall be
selected in the principal amounts designated to the Trustee by the Company, and
except as such provisions may otherwise be inconsistent with the provisions of
this Article Two.

                  SECTION 3. The holder of each and every Collateral Series G
Bond hereby agrees to accept payment thereof prior to maturity on the terms and
conditions provided for in this Article Two.

                                  ARTICLE THREE

                         ACKNOWLEDGMENT OF RIGHT TO VOTE
                           OR CONSENT WITH RESPECT TO
                         CERTAIN AMENDMENTS TO INDENTURE

         The Company hereby acknowledges the right of the holders of the
         Collateral Series G Bonds to vote or consent with respect to any or all
         of the modifications to the Indenture referred to in Article Three of
         the Supplemental Indenture, dated as of March 1, 1980, irrespective of
         the fact that the Bonds of the Second 1987 Series are no longer



                                       4


         outstanding; provided, however, that such acknowledgment shall not
         impair (a) the right of the Company to make such modifications without
         the consent or other action of the holders of the Bonds of the 2020
         Series or the bonds of any other series subsequently created under the
         Indenture with respect to which the Company has expressly reserved such
         right or (b) the right of the Company to reserve the right to make such
         modifications without the consent or other action of the holders of
         bonds of one or more, or any or all, series created subsequent to the
         creation of the Collateral Series G Bonds.

                                  ARTICLE FOUR

                                   THE TRUSTEE

         The Trustee accepts the trusts created by this Supplemental Indenture
         upon the terms and conditions set forth in the Indenture and this
         Supplemental Indenture. The recitals in this Supplemental Indenture are
         made by the Company only and not by the Trustee. Each and every term
         and condition contained in Article XII of the Indenture shall apply to
         this Supplemental Indenture with the same force and effect as if the
         same were herein set forth in full, with such omissions, variations and
         modifications thereof as may be appropriate to make the same conform to
         this Supplemental Indenture.

                                  ARTICLE FIVE

                            MISCELLANEOUS PROVISIONS

                  SECTION 1. Subject to the variations contained in Article Two
of this Supplemental Indenture, the Indenture is in all respects ratified and
confirmed and the Principal Indenture, this Supplemental Indenture and all other
indentures supplemental to the Principal Indenture shall be read, taken and
construed as one and the same instrument. Neither the execution of this
Supplemental Indenture nor anything herein contained shall be construed to
impair the lien of the Indenture on any of the properties subject thereto, and
such lien shall remain in full force and effect as security for all bonds now
outstanding or hereafter issued under the Indenture.

         All covenants and provisions of the Indenture shall continue in full
         force and effect and this Supplemental Indenture shall form part of the
         Indenture.

                  SECTION 2. If the date for making any payment or the last date
for performance of any act or the exercising of any right, as provided in this
Supplemental Indenture, shall not be a Business Day (as defined in the 1993
Mortgage), such payment may be made or act performed or right exercised on the
next succeeding Business Day with the same force and effect as if done on the
nominal date provided in this Supplemental Indenture.

                  SECTION 3. The terms defined in the Indenture shall, for all
purposes of this Supplemental Indenture, have the meaning specified in the
Indenture except as set forth in Section 4 of this Article or otherwise set
forth in this Supplemental Indenture or unless the context clearly indicates
some other meaning to be intended.


                                       5


                  SECTION 4. Any term defined in Section 303 of the Trust
Indenture Act of 1939, as amended, and not otherwise defined in the Indenture
shall, with respect to this Supplemental Indenture and the Collateral Series G
Bonds, have the meaning assigned to such term in Section 303 as in force on the
date of the execution of this Supplemental Indenture.

                  SECTION 5. This Supplemental Indenture may be executed in any
number of counterparts, and all of said counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.













































                                       6

         IN WITNESS WHEREOF, Public Service Company of Colorado, party hereto of
         the first part, has caused its corporate name to be hereunto affixed,
         and this instrument to be signed by its President, an Executive Vice
         President, a Senior Vice President or a Vice President, and its
         corporate seal to be hereunto affixed and attested by its Secretary or
         an Assistant Secretary for and in its behalf; and U.S. Bank Trust
         National Association, the party hereto of the second part, in evidence
         of its acceptance of the trust hereby created, has caused its corporate
         name to be hereunto affixed, and this instrument to be signed and its
         corporate seal to be affixed by one of its Vice Presidents and attested
         by one of its Assistant Secretaries, for and in its behalf, all as of
         the day and year first above written.

                                         PUBLIC SERVICE COMPANY OF
                                          COLORADO



                                         By:/s/ Paul E. Pender
                                            ------------------
                                            Name:   Paul E. Pender
                                            Title:  Vice President and Treasurer


ATTEST: /s/ Nancy Haley
       ----------------
       Name:   Nancy Haley
       Title:  Assistant Secretary
                                         U.S. BANK TRUST
                                          NATIONAL ASSOCIATION,
                                             as Trustee


                                         By: /s/ Ignazio Tamburello
                                             ----------------------
                                             Name:   Ignazio Tamburello
                                             Title:  Assistant Vice President


ATTEST: /s/ Adam Berman
       ----------------
       Name:   Adam Berman
       Title:  Trust Officer






                                       7

STATE OF MINNESOTA         )
                           )  ss.:
CITY OF MINNEAPOLIS        )


         On this 9th day of September, 2002, before me, Sharon M. Quellhorst, a
         duly authorized Notary Public in and for said City and in the State
         aforesaid, personally appeared Paul E. Pender and Nancy Haley to me
         known to be a Vice President and Treasurer and the Assistant Secretary,
         respectively, of PUBLIC SERVICE COMPANY OF COLORADO, a corporation
         organized and existing under the laws of the State of Colorado, one of
         the corporations that executed the within and foregoing instrument; and
         the said Vice President and Treasurer and Assistant Secretary severally
         acknowledged the said instrument to be the free and voluntary act and
         deed of said corporation, for the uses and purposes therein mentioned,
         and on oath stated that they were authorized to execute said instrument
         and that the seal affixed thereto is the corporate seal of said
         corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
         seal the day and year first above written.


                                  /s/ Sharon M. Quelhorst
                                  Name:  Sharon M. Quellhorst
                                  Notary Public, State of Minnesota

                                  Commission Expires:  January 31, 2005






















                                       8

STATE OF NEW YORK                )
                                 )  ss.:
CITY AND COUNTY OF NEW YORK      )


         On this 10th day of September, 2002, before me, Rouba Fakih, a duly
         authorized Notary Public in and for said City and County in the State
         aforesaid, personally appeared Ignazio Tamburello and Adam Berman to me
         known to be an Assistant Vice President and a Trust Officer,
         respectively, of U.S. BANK TRUST NATIONAL ASSOCIATION, a national
         banking association, one of the corporations that executed the within
         and foregoing instrument; and the said Assistant Vice President and
         Assistant Secretary severally acknowledged the said instrument to be
         the free and voluntary act and deed of said corporation, for the uses
         and purposes therein mentioned, and on oath stated that they were
         authorized to execute said instrument and that the seal affixed thereto
         is the corporate seal of said corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
         seal the day and year first above written.


                                    /s/ Rouba Fakih
                                    ---------------
                                    Name:  Rouba Fakih
                                    Notary Public, State of New York

                                    Commission Expires February 20, 2003


























                                        9

                                                                       EXHIBIT A



                        FORM OF COLLATERAL SERIES G BOND

         THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE
INDENTURE, DATED AS OF OCTOBER 1, 1993, AS SUPPLEMENTED, BETWEEN PUBLIC SERVICE
COMPANY OF COLORADO AND U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST
TRUST OF NEW YORK, NATIONAL ASSOCIATION), AS SUCCESSOR TRUSTEE THEREUNDER.

                       PUBLIC SERVICE COMPANY OF COLORADO

                              FIRST MORTGAGE BOND,

                               Collateral Series G

                                    DUE 2019

REGISTERED                                                            REGISTERED

No. 1                                                                $48,750,000


         FOR VALUE RECEIVED, PUBLIC SERVICE COMPANY OF COLORADO, a corporation
organized and existing under the laws of the State of Colorado (hereinafter
sometimes called the "Company"), promises to pay to U.S. Bank Trust National
Association (formerly known as First Trust of New York, National Association),
as successor trustee (the "1993 Mortgage Trustee") under the Indenture, dated as
of October 1, 1993 (the "1993 Mortgage"), of the Company, or registered assigns,
Forty Eight Million Seven Hundred Fifty Thousand Dollars on January 1, 2019, at
the office or agency of the Company in the city in which the principal corporate
trust office of the 1993 Mortgage Trustee is located. This bond shall not bear
interest. The principal of this bond shall be payable in any coin or currency of
the United States of America which at the time of payment shall be legal tender
for the payment of public and private debts.

         Any payment or deemed payment by the Company under the 1993 Mortgage of
the principal of securities which shall have been authenticated and delivered
under the 1993 Mortgage on the basis of the issuance and delivery to the 1993
Mortgage Trustee of this bond (the "1993 Mortgage Securities") (other than by
the application of the proceeds of a payment in respect of this bond) shall, to
the extent thereof, be deemed to satisfy and discharge the obligation of the
Company, if any, to make a payment of principal of this bond which is then due.

This bond is one of an issue of bonds of the Company, issued and to be issued in
one or more series under and equally and ratably secured (except as any sinking,
amortization, improvement or other fund, established in accordance with the
provisions of the indenture hereinafter mentioned, may afford additional
security for the bonds of any particular series) by a certain indenture, dated
as of December 1, 1939, made by the Company to U.S. BANK TRUST



                                  EXHIBIT A-1

NATIONAL ASSOCIATION (formerly First Trust of New York, National Association),
as successor trustee (hereinafter called the "Trustee") to Morgan Guaranty Trust
Company of New York (formerly Guaranty Trust Company of New York), as amended
and supplemented by several indentures supplemental thereto, including the
Supplemental Indenture dated as of August 15, 2002 (said Indenture as amended
and supplemented by said indentures supplemental thereto being hereinafter
called the "Indenture"), to which Indenture reference is hereby made for a
description of the property mortgaged, the nature and extent of the security,
the rights and limitations of rights of the Company, the Trustee, and the
holders of said bonds, under the Indenture, and the terms and conditions upon
which said bonds are secured, to all of the provisions of which Indenture and of
all indentures supplemental thereto in respect of such security, including the
provisions of the Indenture permitting the issue of bonds of any series for
property which, under the restrictions and limitations therein specified, may be
subject to liens prior to the lien of the Indenture, the holder, by accepting
this bond, assents. To the extent permitted by and as provided in the Indenture,
the rights and obligations of the Company and of the holders of said bonds
(including those pertaining to any sinking or other fund) may be changed and
modified, with the consent of the Company, by the holders of at least 75% in
aggregate principal amount of the bonds then outstanding (excluding bonds
disqualified from voting by reason of the Company's interest therein as provided
in the Indenture); provided, however, that without the consent of the holder
hereof no such modification or alteration shall be made which will extend the
time of payment of the principal of this bond or reduce the principal amount
hereof or effect any other modification of the terms of payment of such
principal or will reduce the percentage of bonds required for the aforesaid
actions under the Indenture. The Company has reserved the right to amend the
Indenture without any consent or other action by holders of any series of bonds
created after October 31, 1975 (including this series) so as to change 75% in
the foregoing sentence to 60% and to change certain procedures relating to
bondholders' meetings. This bond is one of a series of bonds designated as the
First Mortgage Bonds, Collateral Series G, of the Company.

         This bond shall be redeemable at the option of the Company in whole at
any time, or in part from time to time, prior to maturity, at a redemption price
equal to 100% of the principal amount thereof to be redeemed.

         The principal of this bond may be declared or may become due before the
maturity hereof, on the conditions, in the manner and at the times set forth in
the Indenture, upon the happening of an event of default as therein provided.

         This bond is not transferable except to a successor trustee under the
1993 Mortgage, any such transfer to be made at the office or agency of the
Company in the city in which the principal corporate trust office of the 1993
Mortgage Trustee is located, upon surrender and cancellation of this bond, and
thereupon a new bond of this series of a like principal amount will be issued to
the transferee in exchange therefor, as provided in the Indenture. The Company,
the Trustee, any paying agent and any registrar 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. This bond, alone or with other
bonds of this series, may in like manner be exchanged at such office or agency
for one or more new bonds of this series of the same aggregate principal amount,
all as provided in the Indenture. No service charge shall be made to any holder
of any bond of this series for any exchange or transfer of bonds.


                                  EXHIBIT A-2

         No recourse under or upon any covenant or obligation of the Indenture,
or of any bonds thereby secured, or for any claim based thereon, or otherwise in
any manner in respect thereof, shall be had against any incorporator, subscriber
to the capital stock, shareholder, officer or director, as such, of the Company,
whether former, present or future, either directly, or indirectly through the
Company or the Trustee, by the enforcement of any subscription to capital stock,
assessment or otherwise, or by any legal or equitable proceeding by virtue of
any statute or otherwise (including, without limiting the generality of the
foregoing, any proceeding to enforce any claimed liability of shareholders of
the Company based upon any theory of disregarding the corporate entity of the
Company or upon any theory that the Company was acting as the agent or
instrumentality of the shareholders), any and all such liability of
incorporators, shareholders, subscribers, officers and directors, as such, being
released by the holder hereof, by the acceptance of this bond, and being
likewise waived and released by the terms of the Indenture under which this bond
is issued.

         This bond shall not be valid or become obligatory for any purpose until
the certificate of authentication endorsed hereon shall have been signed by U.S.
Bank Trust National Association, or its successor, as Trustee under the
Indenture.

         IN WITNESS WHEREOF, Public Service Company of Colorado has caused this
bond to be signed in its name by a Vice President and its corporate seal to be
affixed hereto and attested by its Secretary or an Assistant Secretary.

Dated:                                         PUBLIC SERVICE COMPANY OF
                                               COLORADO



                                               By:
                                                  ------------------------------
                                                   Vice President and Treasurer

ATTEST:
       ------------------------------
       Assistant Secretary


                          CERTIFICATE OF AUTHENTICATION

         This is one of the securities of the series designated therein referred
to in the within-mentioned Supplemental Indenture.

Dated:                                         U.S. BANK TRUST
                                               NATIONAL ASSOCIATION,
                                                     AS TRUSTEE


                                               By:
                                                  ------------------------------
                                                              Authorized Officer




                                   EXHIBIT A-3

                                                                      SCHEDULE A


                             SUPPLEMENTAL INDENTURES



         DATE OF                      SERIES OF BONDS                    PRINCIPAL               PRINCIPAL
      SUPPLEMENTAL                    ---------------                  AMOUNT ISSUED               AMOUNT
        INDENTURE                                                      -------------            OUTSTANDING
        ---------                                                                               -----------
                                                                                       

March 14, 1941                              None                             --                      --
May 14, 1941                                None                             --                      --
April 28, 1942                              None                             --                      --
April 14, 1943                              None                             --                      --
April 27, 1944                              None                             --                      --
April 18, 1945                              None                             --                      --
April 23, 1946                              None                             --                      --
April 9, 1947                               None                             --                      --
June 1, 1947*                      2-7/8% Series due 1977             $ 40,000,000                  None
April 1, 1948                               None                             --                      --
May 20, 1948                                None                             --                      --
October 1, 1948                    3-1/8% Series due 1978               10,000,000                  None
April 20, 1949                              None                             --                      --
April 24, 1950                              None                             --                      --
April 18, 1951                              None                             --                      --
October 1, 1951                    3-1/4% Series due 1981               15,000,000                  None
April 21, 1952                              None                             --                      --
December 1, 1952                            None                             --                      --
April 15, 1953                              None                             --                      --
April 19, 1954                              None                             --                      --
October 1, 1954*                   3-1/8% Series due 1984               20,000,000                  None
April 18, 1955                              None                             --                      --
April 24, 1956                              None                             --                      --
May 1, 1957*                       4-3/8% Series due 1987               30,000,000                  None
April 10, 1958                              None                             --                      --
May 1, 1959                        4-5/8% Series due 1989               20,000,000                  None
April 18, 1960                              None                             --                      --
April 19, 1961                              None                             --                      --
October 1, 1961                    4-1/2% Series due 1991               30,000,000                  None
March 1, 1962                      4-5/8% Series due 1992                8,800,000                  None
June 1, 1964                       4-1/2% Series due 1994               35,000,000                  None
May 1, 1966                        5-3/8% Series due 1996               35,000,000                  None
July 1, 1967*                      5-7/8% Series due 1997               35,000,000                  None
July 1, 1968*                      6-3/4% Series due 1998               25,000,000                  None
April 25, 1969                              None                             --                      --






                                  SCHEDULE A-1



         DATE OF                      SERIES OF BONDS                    PRINCIPAL               PRINCIPAL
      SUPPLEMENTAL                    ---------------                  AMOUNT ISSUED               AMOUNT
        INDENTURE                                                      -------------            OUTSTANDING
        ---------                                                                               -----------
                                                                                       
                                            None                             --                      --
April 21, 1970
September 1, 1970                  8-3/4% Series due 2000               35,000,000                  None
February 1, 1971                   7-1/4% Series due 2001               40,000,000                  None
August 1, 1972                     7-1/2% Series due 2002               50,000,000                  None
June 1, 1973                       7-5/8% Series due 2003               50,000,000                  None
March 1, 1974                    Pollution Control Series A             24,000,000                  None
December 1, 1974                 Pollution Control Series B             50,000,000                  None
October 1, 1975                    9-3/8% Series due 2005               50,000,000                  None
April 28, 1976                              None                             --                      --

April 28, 1977                              None                             --                      --
November 1, 1977*                  8-1/4% Series due 2007               50,000,000                  None
April 28, 1978                              None                             --                      --
October 1, 1978                    9-1/4% Series due 2008               50,000,000                  None
October 1, 1979*                 Pollution Control Series C             50,000,000                  None
March 1, 1980*                      15% Series due 1987                 50,000,000                  None
April 28, 1981                              None                             --                      --
November 1, 1981*                Pollution Control Series D             27,380,000                  None
December 1, 1981*                 16-1/4% Series due 2011               50,000,000                  None
April 29, 1982                              None                             --                      --
May 1, 1983*                     Pollution Control Series E             42,000,000                  None

April 30, 1984                              None                             --                      --
March 1, 1985*                      13% Series due 2015                 50,000,000                  None
November 1, 1986*                Pollution Control Series F             27,250,000                  None
May 1, 1987*                       8.95% Series due 1992                75,000,000                  None
July 1, 1990*                      9-7/8% Series due 2020               75,000,000                  None
December 1, 1990*           Secured Medium-Term Notes, Series A        191,500,000**             15,000,000
March 1, 1992*                   8-1/8% Series due 2004 and            100,000,000              100,000,000
                                   8-3/4% Series due 2022              150,000,000              146,340,000
April 1, 1993*                   Pollution Control Series G             79,500,000               79,500,000
June 1, 1993*                    Pollution Control Series H             50,000,000               50,000,000
November 1, 1993*                   Collateral Series A                134,500,000              134,500,000

January 1, 1994*              Collateral Series B due 2001 and         102,667,000                  None
                                Collateral Series B due 2024           110,000,000              110,000,000
September 2, 1994                           None                             --                      --
(Appointment of
Successor Trustee)
May 1, 1996                         Collateral Series C                125,000,000              125,000,000



                                  SCHEDULE A-2



         DATE OF                      SERIES OF BONDS                    PRINCIPAL               PRINCIPAL
      SUPPLEMENTAL                    ---------------                  AMOUNT ISSUED               AMOUNT
        INDENTURE                                                      -------------            OUTSTANDING
        ---------                                                                               -----------
                                                                                       

                                    Collateral Series D                250,000,000                  None
November 1, 1996
February 1, 1997                    Collateral Series E                150,000,000                  None
April 1, 1998                       Collateral Series F                250,000,000              250,000,000


- --------------------
* Contains amendatory provisions
** $200,000,000 authorized



























                                  SCHEDULE A-3

                                                                      SCHEDULE B

                             DESCRIPTION OF PROPERTY

                                   PART FIRST.

                                    (PLANTS)

         The following electric generating plants, gas generating plants, gas
holders, steam plant, ice plant, pressure pipe lines, gravity pipe lines,
reservoir sites, power sites, gas regulating stations, substations and other
properties of the Company, including all dams, power houses, transmission lines,
buildings, forebays, reservoirs, races, raceways, pipes, head works, structures
and works, and the lands of the Company on which the same are situated, and all
the Company's lands, easements, rights, rights-of-way, water rights, rights to
the use of water, including all of the Company's right, title and interest in
and to any and all decrees therefor, flowage rights, flooding rights, permits,
franchises, consents, privileges, licenses, poles, towers, wires, switch racks,
insulators, pipes, machinery, engines, boilers, gas benches, condensers and
scrubbers, exhausters, blowers and pumps, motors, gas boosters, air condensers,
water pumps, governors, purifiers, tar separators, washers, automobiles, trucks,
office furniture and fixtures, regulators, meters, tools, appliances, equipment,
appurtenances and supplies forming a part of or appertaining to said plants,
holders, sites, stations or other properties, or any of them, or used or
enjoyed, or capable of being used or enjoyed in conjunction or connection
therewith, all situated in the State of Colorado and the counties thereof, more
particularly described as follows:

                                  ADAMS COUNTY

1.       SATRIANO TRACT

         That part of the NW1/4 NE1/4 of Section 11, Township 3 South, Range 68
         West of the 6th P.M., being more particularly described as follows:

         Beginning at a point which is South 89 degrees 58' East 20 feet and
         North 395.6 feet from the Southwest corner of the NW1/4 NE1/4 of said
         Section; thence North 196.92 feet; thence North 88 degrees 36.9' East,
         165.65 feet; thence North 0 degrees 17' West, 109.93 feet; thence North
         77 degrees 44.6' East 29.52 feet along the center line of the United
         Irrigation Ditch; thence South 438.11 feet; thence North 89 degrees 58'
         West 43.9 feet; thence North 115 feet; thence North 89 degrees 58' West
         150 feet to the point of beginning,

         County of Adams,
         State of Colorado.

         (for informational purposes only)  6200 North Franklin Street

2.       ROSA TRACT

         Parcels of land more particularly described as follows:

         Parcel I:


                                  SCHEDULE B-1

         A portion of the N1/2 of NE1/4 of NE1/4 of Section 11, Township 3
         South, Range 68 West of the 6th P.M., described as follows: Beginning
         at the Northwest Corner of said Tract, thence South 145 feet, thence
         East 110 feet, thence North 145 feet, thence West 110 feet to the Point
         of Beginning except the North 20 feet for road purposes.

         County of Denver,
         State of Colorado.

         Parcel II:

         That portion of the N1/2 of the NE1/4 of the NE1/4 of Section 11,
         Township 3 South, Range West of the 6th P.M., described as follows:

         Beginning at a point 110 feet East of the Northwest corner of said
         tract; thence South 145 feet; thence East 90 feet; thence North 145
         feet; thence West 90 feet to the True Point of Beginning, except the
         North 20 feet for road purposes.

         County of Adams, State of Colorado.

                                 LA PLATA COUNTY

3.       COTTONWOOD GULCH GAS QUALITY CONTROL PLANT

         Tract A of Cottonwood Gulch, Minor Exemption Subdivision, Project No.
         99-165, according to the plat thereof filed for record September 27,
         1999 as Reception No. 775147.

                                  MORGAN COUNTY

4.       BADGER CREEK METER STATION

         A parcel of land lying in the Northeast one-quarter Section 36,
         Township 3 North, Range 58 West of the Sixth Principal Meridian, County
         of Morgan, State of Colorado, more particularly described as follows:

         Basis of bearings: the North line of the Northeast one-quarter of
         Section 36, Township 3 North, Range 58 West of the Sixth Principal
         Meridian, being monumented at the North one-quarter corner by a 1-1/2"
         iron pipe and at the Northeast corner of said Section by a 3-1/2"
         aluminum cap -- L.S. #23501, being assumed to bear N89 degrees 32'14"E.

         Commencing at the North one-quarter corner of said Section 36; thence
         N89 degrees 32'14"E along the North line of said Northeast one quarter,
         a distance of 520.00 feet to the Point of Beginning;

         Thence the following four (4) courses:

         1.       N89 degrees 32'14"E, along said North line, a distance of
                  100.00 feet to a point on the westerly line of that parcel of
                  land owned by Colorado Interstate Gas Company;


                                  SCHEDULE B-2

         2.       S00 degrees 01'46"W, along said westerly parcel line, a
                  distance of 500.00 feet;

         3.       S89 degrees 32'14"W, a distance of 100.00 feet.

         4.       N00 degrees 01'46"E, a distance of 500.00 feet to the Point of
                  Beginning,

         Less right-of-way for Morgan County Road N,

         Containing a calculated area of 50,000 square feet or 1.148 acres.

                                  SUMMIT COUNTY

5.       HIGH TOR METER STATION

         A portion of the Braddock Placer M.S. 13465, Section 18, Township 6
         South, Range 77 West of the Sixth Principal Meridian, located in the
         Town of Breckenridge, County of Summit, State of Colorado, being more
         particularly described as follows:

         Basis of bearings:         The westerly line of the Delaware Flats
                                    Annexation Plat Phase 3, as recorded under
                                    reception number 241384, Summit County
                                    records, being monumented at Corner 15 by a
                                    2"x6" stone with no visible markings, and
                                    monumented at Corner 16 by a 9"x7" stone
                                    with no visible markings and steel pipe 3"
                                    diameter 3' high adjacent to said stone,
                                    with a line between bearing N07 degrees
                                    18'12"E.

         Commencing at said Corner 15, thence N77 degrees 51'25"E a distance of
         1539.38 feet to a No. 4 rebar with a red plastic cap L.S.. 9939, said
         point being the Point of Beginning, thence the following four (4)
         courses:

         1)       N77 degrees 06'29"W a distance of 49.95 feet to a recovered
                  cross on rock;

         2)       N12 degrees 42'36"E a distance of 49.89 feet to a No. 4 rebar
                  with a red plastic cap L.S. 9939;

         3)       S77 degrees 06'29"E a distance of 49.95 feet to a No. 4 rebar
                  with a red plastic cap L.S. 9939;

         4)       S12 degrees 42'36"W a distance of 49.89 feet to the Point of
                  Beginning,

         Containing 2492 sq. ft., or 0.057 acres

                                  PUEBLO COUNTY

6.       SOUTH PUEBLO GAS  REGULATOR STATION


                                  SCHEDULE B-3

         A tract or parcel of land No. 3 Rev XA of the Dept. of Highways' Proj.
         No. FI 002-3(12), containing 0.076 acres (3,327 sq. ft.), more or less
         in the SE 1/4 of the SE 1/4 of Sec. 14, T.21 S., R. 65 W., of the Sixth
         P.M. in Pueblo County, Colorado, said tract or parcel being more
         particularly described as follows:

         Commencing at the SE Corner of Sec. 14, T.21 S., R. 65 W.; thence along
         the South line of said Sec. 14, S. 88 degrees , 36' W., a distance of
         272.1 feet to the Point of Beginning:

         1.       Thence continuing along said South line, S. 88 degrees , 36'
                  W., a distance of 50.0 feet;

         2.       Thence N. 01 degrees , 24' W., a distance of 50.0 feet;

         3.       Thence N. 88 degrees , 36' E., a distance of 83.1 feet;

         4.       Thence S. 32 degrees , 05' W., a distance of 60.0 feet, more
                  or less, to the Point of Beginning.

         The above described tract contains 0.076 acres (3,327 sq. ft.), more or
         less.



                                  PART SECOND.

                                  (SUBSTATIONS)

         The following electric substations and substation sites of the Company,
including all buildings, structures, towers, poles, lines, and all equipment,
appliances and devices for transforming, converting and distributing electric
energy, and all the right, title and interest of the Company in and to the land
on which the same are situated, and all of the Company's lands, easements,
rights-of-way, rights, franchises, privileges, machinery, equipment, appliances,
devices, appurtenances and supplies forming a part of said substations or any of
them, or used or enjoyed, or capable of being used or enjoyed, in conjunction or
connection with any thereof, all situated in the State of Colorado and the
counties thereof, more particularly described as follows:

                                  ADAMS COUNTY

7.       TOWER 4 SUBSTATION SITE

         A portion of a parcel of land described in Book 4550, Page 465, Adams
         County Clerk and Recorder's Office, located in the Northwest Quarter of
         Section 27, Township 3 South, Range 66 West of the 6th Principal
         Meridian, Adams County, Colorado, being more particularly described as
         follows:

         COMMENCING at the North Quarter Corner of said Section 27, whence the
         Northwest Corner of said Section 27 bears S88 degrees 53'04"W a
         distance of 2638.04 feet;

         THENCE S00 degrees 08'03"E along the easterly line of the Northwest
         Quarter of said Section 27 a distance of 60.01 feet;



                                  SCHEDULE B-4

         THENCE S88 degrees 53'04"W along the southerly right-of-way line of
         East 38th Avenue as described in Book 2800, Page 680 a distance of
         882.04 feet to the POINT OF BEGINNING;

         THENCE S01 degrees 05'34"E a distance of 440.00 feet;

         THENCE S88 degrees 53'04"W a distance of 399.02 feet non-tangent with
         the following described curve;

         THENCE along the westerly line of said parcel of land described in Book
         4550, Page 465, on the arc of a curve to the right, having a central
         angle of 03 degrees 28'41", a radius of 530.00 feet, a chord bearing
         N02 degrees 49'55"W a distance of 32.17 feet, and an arc distance of
         32.17 feet;

         THENCE N01 degrees 05'34"W continuing along the westerly line of said
         parcel, tangent with the last described curve a distance of 407.84
         feet;


         THENCE N88 degrees 53'04"E along the southerly right-of-way line said
         East 35th Avenue a distance of 400.00 feet to the POINT OF BEGINNING.

         Containing 4.040 acres (175,989 sq. ft.) more or less.

8.       NEW WASHINGTON SUBSTATION

         A parcel of land decribed in Book Number 5210, Page 0031, Reception
         Number C0355049, recorded in the Adam County Clerk and Recorder's
         Office on January 15, 1998, being more particularly described as
         follows:

                    Lot 1, Block 1, Washington Electric Substation, Filing No.
         1, County of Adams, State of Colorado.

9.       HOSMER TRUST TRACT

         A portion of the Southwest Quarter of Section 34, Township 1 South,
         Range 64 West of the 6th Principal Meridian, Adams County, Colorado,
         being more particularly described as follows:

         BEGINNING at the Northwest Corner of said Southwest Quarter of Section
         34, whence the Southwest Corner of said Southwest Quarter of Section 34
         bears S01 degrees 18'37"E a distance of 2636.70 feet;

         THENCE S89 degrees 47'30"E along the northerly line of said Southwest
         Quarter of Section 34 a distance of 1030.01 feet;

         THENCE S01 degrees 18"37"E a distance of 1631.67 feet;


                                  SCHEDULE B-5

         THENCE N89 degrees 47'30"W a distance of 1030.01 feet;

         THENCE N01 degrees 18'37"W along said westerly line of Southwest
         Quarter of Section 34 a distance of 1631.67 feet to the POINT OF
         BEGINNING.

         Containing 38.568 Acres, more or less.

                                 ALAMOSA COUNTY

10.      MOSCA SUBSTATION:  ADDITIONAL LAND

         A parcel of land more particularly described as follows:

         That part of the NE1/4 of Section 28, Township 40 North, Range 10 East
         of the N.M.P.M., described as beginning at a point on the North-South
         centerline of said Section 28 and a point on the South right-of-way
         line of County Lane 8 North (as fenced) from which the N1/4 corner
         bears N00'38'22"E, 25.91 feet; thence N88 degrees 33'59"E, along said
         right-of-way line 225.00 feet; thence S00 degrees 38'42", 30.90 feet;
         thence N88 degrees 32'09"E, 25.16 feet; thence S00 degrees 38'22"W,
         322.06 feet; thence N89 degrees 53'58"W, 250.00 feet to a point on said
         North-South centerline; thence N00 degrees 38'22"E, 346.25 feet to the
         true Point Of Beginning.

         Alamosa County, State of Colorado

                                  DENVER COUNTY

11.      BELLEVIEW - QUEBEC SUBSTATION SITE


         A parcel of land located in a portion of Lot 1, Block 1 of the 165
         Subdivision Filing No. 1, recorded in Plat Book 29 at Page 86, and a
         portion of the Southeast 1/4 of Section 8, Township 5 South, Range 67
         West of the 6th P.M., being more particularly described as follows:

         Basis of bearings: the South line of the Southeast 1/4 of Section 8 is
         assumed to bear North 90 degrees 00 minutes 00 seconds East;

         COMMENCING at the South Quarter Corner of Section 8;

         THENCE North 28 degrees 57 minutes 12 seconds East, a distance of
         2099.82 feet to the POINT OF BEGINNING;

         THENCE North 89 degrees 59 minutes 47 seconds East, a distance of
         361.50 feet;

         THENCE South 00 degrees 00 minutes 00 seconds West, a distance of
         136.32 feet to a point on the North line of Lot 1, Block 1 of the 165
         Subdivision Filing No. 1;



                                  SCHEDULE B-6

         THENCE South 00 degrees 00 minutes 00 seconds West, a distance of 48.06
         feet;

         THENCE South 46 degrees 57 minutes 20 seconds West, a distance of 87.86
         feet;

         THENCE North 90 degrees 00 minutes 00 seconds West, a distance of
         212.55 feet;

         THENCE North 34 degrees 59 minutes 47 seconds West, a distance of
         131.87 feet to a point on the North line of Lot 1, Block 1, of the 165
         Subdivision Filing No. 1;

         THENCE North 34 degrees 59 minutes 47 seconds West, a distance of 15.89
         feet; thence North 00 degrees 00 minutes 00 seconds East, a distance of
         123.29 feet to the POINT OF BEGINNING,

         City and County of Denver,
         State of Colorado.

                                 DOUGLAS COUNTY

12.      COLONY (SURREY RIDGE) SUBSTATION

         Parcels of land more particularly described as follows:

         Parcel A:

         A parcel of land in Section 24, Township 6 South, Range 67 West of the
         sixth principal meridian, Douglas County, Colorado, being more
         particularly described as follows:

         COMMENCING at the Northwest corner of said Section 24, whence the West
         Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11
         seconds East a distance of 2667.01 feet;

         THENCE South 58 degrees 06 minutes 25 seconds East a distance of 54.13
         feet to the POINT OF BEGINNING;

         THENCE North 89 degrees 48 minutes 35 seconds East a distance of 233.36
         feet;

         THENCE South 45 degrees 08 minutes 18 seconds East a distance of 65.90
         feet;

         THENCE South 00 degrees 05 minutes 10 seconds East a distance of 212.74
         feet;

         THENCE South 44 degrees 54 minutes 50 seconds West a distance of 65.94
         feet;

         THENCE South 89 degrees 54 minutes 50 seconds West a distance of 233.37
         feet;

         THENCE North 00 degrees 05 minutes 10 seconds West a distance of 305.50
         feet to the POINT OF BEGINNING;


                                  SCHEDULE B-7

         Parcel D:

         A parcel of land being sixty (60.00') feet in width, thirty (30.00')
         feet on each side of the following described centerline, located in the
         Southeast Quarter of Section 14, Northeast Quarter of Section 23 and
         the Northwest quarter of Section 24 all in Township 6 South, Range 67
         West of the Sixth Principal Meridian, Douglas County, Colorado, being
         more particularly described as follows:

         COMMENCING at the Northeast corner of said Southeast Quarter of Section
         14, whence the Southeast Corner of said Section 14 bears South 01
         degrees 04 minutes 04 seconds East a distance of 2664.06 feet;

         THENCE South 39 degrees 51 minutes 34 seconds West along a line
         non-tangent with the following described curve a distance of 652.76
         feet to the southerly line of a parcel of land recorded in book 264,
         page 426 on July 1, 1974 in the Douglas County Clerk and Recorders
         Office, being the POINT OF BEGINNING;

         THENCE the following five (5) courses along existing dirt road or trail
         centerline;

         1.       Southwesterly along the Arapahoe County of a curve to the
                  right, having a central angle of 12 degrees 16 minutes 59
                  seconds, a radius of 860.00 feet, a chord bearing of South 28
                  degrees 24 minutes 25 seconds West, a distance of 184.02 feet,
                  and an arc distance of 184.37 feet;

         2.       THENCE South 34 degrees 32 minutes 55 seconds West tangent
                  with the last and following described curves a distance of
                  185.60 feet;

         3.       THENCE along the arc of a curve to the left, having a central
                  angle of 1 degrees 05 minutes 24 seconds, a radius of 800.00
                  feet, a chord bearing South 34 degrees 00 minutes 12 seconds
                  West a distance of 15.22 feet, and an arc distance of 15.22
                  feet;

         4.       THENCE South 33 degrees 27 minutes 30 seconds West tangent
                  with the last described curve a distance of 230.99 feet;

         5.       THENCE South 33 degrees 05 minutes 19 seconds West tangent
                  with the following described curve a distance of 63.86 feet;

         THENCE along the arc of a curve to the left, having a central angle of
         17 degrees 08 minutes 04 seconds, a radius of 200.00 feet, a chord
         bearing South 24 degrees 31 minutes 17 seconds West a distance of 59.59
         feet, and an arc distance of 59.81 feet;

         THENCE South 15 degrees 57 minutes 15 seconds West tangent with the
         last and following described curves a distance of 108.55 feet;


                                  SCHEDULE B-8

         THENCE along the arc of a curve to the left, having a central angle of
         75 degrees 23 minutes 51 seconds, a radius of 150.00 feet, a chord
         bearing South 21 degrees 44 minutes 40 seconds East a distance of
         183.45 feet, and an arc distance of 197.39 feet;

         THENCE the following eight (8) courses along said existing dirt road or
         trail centerline:

         1.       South 59 degrees 26 minutes 36 seconds East tangent with the
                  last described curve a distance of 35.15 feet;

         2.       THENCE South 68 degrees 40 minutes 34 seconds East a distance
                  of 43.72 feet;

         3.       THENCE North 84 degrees 29 minutes 06 seconds East a distance
                  of 73.85 feet;

         4.       THENCE South 57 degrees 01 minutes 00 seconds East a distance
                  of 68.34 feet;

         5.       THENCE South 28 degrees 47 minutes 04 seconds East tangent
                  with the following described curve a distance of 31.85 feet;

         6.       THENCE along the arc of a curve to the right, having a central
                  angle of 30 degrees 53 minutes 10 seconds, a radius of 200.00
                  feet, a chord bearing South 13 degrees 20 minutes 29 seconds
                  East a distance of 106.51 feet, and an arc distance of 107.81
                  feet;

         7.       THENCE along the arc of a curve to the left, tangent with the
                  last described curve, having a central angle of 15 degrees 45
                  minutes 50 seconds, a radius of 200.00 feet, a chord bearing
                  of South 05 degrees 46 minutes 48 seconds East a distance of
                  54.85 feet, and an arc distance of 55.03 feet;

         8.       THENCE South 13 degrees 39 minutes 43 seconds East tangent
                  with the last described curve a distance of 21.80 feet;

         THENCE South 18 degrees 42 minutes 28 seconds East tangent with the
         following described curve a distance of 100.70 feet;

         THENCE along the arc of a curve to the left, having a central angle
         foot 9 degrees 31 minutes 51 seconds, a radius of 200.00 feet, a chord
         bearing South 23 degrees 28 minutes 23 seconds East a distance of 33.23
         feet, and an arc distance of 33.27 feet;

         THENCE South 28 degrees 14 minutes 18 seconds East tangent with the
         last and following described curves a distance of 164.18 feet;

         THENCE along the arc of a curve to the left, having a central angle of
         12 degrees 32 minutes 57 seconds, a radius of 200.00 feet, a chord
         bearing South 34 degrees 30 minutes 47 seconds East a distance of 43.72
         feet, and an arc distance of 43.80 feet;

         THENCE South 40 degrees 47 minutes 15 seconds East tangent with the
         last and following described curves a distance of 41.82 feet;


                                  SCHEDULE B-9

         THENCE along the arc of a curve to the right, having a central angle of
         17 degrees 47 minutes 53 seconds, a radius 200.00 feet, a chord bearing
         South 31 degrees 53 minutes 19 seconds East a distance of 61.88 feet,
         and an arc distance of 62.13 feet;

         THENCE South 22 degrees 59 minutes 22 seconds East tangent with the
         last and following described curves a distance of 713.97 feet;

         THENCE along the arc of a curve to the left, having a central angle of
         67 degrees 06 minutes 49 seconds, a radius of 100.00 feet, a chord
         bearing of South 56 degrees 32 minutes 47 seconds East a distance of
         110.55 feet and an arc distance of 117.14 feet;

         THENCE North 89 degrees 53 minutes 49 seconds East tangent with the
         last described curve a distance of 32.70 feet to the point of
         termination, whence the Southeast corner of said Section 14 bears North
         20 degrees 59 minutes 42 seconds West a distance of 128.66 feet;

         Sidelines are shortened or lengthened to intersect the southerly line
         of said parcel of land recorded in book 264, page 426, and the westerly
         line of the Surrey Ridge Substation boundary.

         Parcel E:

         A parcel of land located in Sections 24 and 23, Township 6 South, Range
         67 West of the Sixth Principal Meridian, Douglas County, Colorado,
         being more particularly described as follows:

         COMMENCING at the Northwest corner of said Section 24, whence the West
         Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11
         seconds East, a distance of 2667.01 feet;

         THENCE South 11 degrees 21 minutes 30 seconds East a distance of 340.73
         feet to the southerly line of Surrey Ridge Substation Site, being the
         POINT OF BEGINNING;

         THENCE North 89 degrees 54 minutes 50 seconds East along said southerly
         line of Surrey Ridge Substation site a distance of 185.92 feet;

         THENCE South 24 degrees 09 minutes 27 seconds West, a distance of
         185.11 feet;

         THENCE South 03 degrees 23 minutes 27 seconds East a distance of
         1233.70 feet;

         THENCE South 17 degrees 16 minutes 47 seconds West a distance of 919.76
         feet;

         THENCE South 38 degrees 14 minutes 15 seconds West a distance of
         1281.45 feet;

         THENCE South 07 degrees 51 minutes 01 seconds West a distance of
         1498.69 feet;


                                  SCHEDULE B-10

         THENCE South 89 degrees 32 minutes 01 seconds West along the northerly
         line of a parcel of land described in Reception Number 105224, Document
         Number 1630, recorded in the Douglas County Clerk and Recorders Office
         on March 23, 1959 a distance of 101.06 feet;

         THENCE North 07 degrees 51 minutes 01 seconds East a distance of
         1540.46 feet;

         THENCE North 38 degrees 14 minutes 15 seconds East a distance of
         1290.11 feet;

         THENCE North 17 degrees 16 minutes 47 seconds East a distance of 883.02
         feet;

         THENCE North 03 degrees 23 minutes 27 seconds West a distance of
         1390.31 feet to the POINT OF BEGINNING.

         Parcel F:

         A parcel of land lying in Section 13, Section 14, Section 23 and
         Section 24 all in Township 6 South, Range 67 West of the Sixth
         Principal Meridian, Douglas County, Colorado, being more particularly
         described as follows:

         COMMENCING at the Northwest Corner of said Section 24, whence the West
         Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11
         seconds East a distance of 2667.01 feet;

         THENCE South 89 degrees 14 minutes 28 seconds West along the northerly
         line of the Northeast quarter of said Section 23 a distance of 27.78
         feet to the POINT OF BEGINNING;

         THENCE North 75 degrees 40 minutes 59 seconds East a distance of 184.77
         feet;

         THENCE South 87 degrees 37 minutes 41 seconds East a distance of 152.52
         feet;

         THENCE South 46 degrees 56 minutes 28 seconds East a distance of 121.54
         feet;

         THENCE South 06 degrees 45 minutes 06 seconds East a distance of 281.45
         feet;

         THENCE South 46 degrees 47 minutes 03 seconds West a distance of 166.26
         feet;

         THENCE North 74 degrees 24 minutes 57 seconds West a distance of 329.96
         feet;

         THENCE North 02 degrees 21 minutes 14 seconds West a distance of 348.59
         feet to the POINT OF BEGINNING;

         Excepting therefrom the following described parcel of land:



                                  SCHEDULE B-11

         COMMENCING at the Northwest Corner of said Section 24, whence the West
         Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11
         seconds East a distance of 2667.01 feet;

         THENCE South 58 degrees 06 minutes 25 seconds East a distance of 54.13
         feet to the POINT OF BEGINNING;

         THENCE North 89 degrees 48 minutes 35 seconds East a distance of 233.36
         feet;

                                   WELD COUNTY

13.      NEW GILCREST SUBSTATION

         A parcel of land located in the Southwest one-quarter of Section 10,
         Township 4 North, Range 66 West of the Sixth Principal Meridian, County
         of Weld, State of Colorado, being more particularly described as
         follows:

         Basis of bearings: The South one-quarter line of Section 10, Township 4
         North, Range 66 West of the Sixth Principal Meridian, bearing
         N89 degrees 26'15"E.

         Commencing at the Southwest corner of said Section 10; thence N34
         degrees 06'30"E a distance of 80.25 feet to the Point Of Beginning;
         thence N00 degrees 00'00"E parallel with and 45 feet East of the West
         line of the Southwest one-quarter of said Section 10 a distance of
         304.02 feet; thence N89 degrees 26'15"E parallel with the South line of
         the Southwest one-quarter of said Section 10 a distance of 325.02 feet;
         thence S00 degrees 00'00"E parallel with the West line of the Southwest
         one-quarter of said Section 10 a distance of 325.02 feet to a point 45
         feet North of the South line of the Southwest one-quarter of said
         Section 10; thence S89 degrees 26'15"W parallel with the South line of
         the Southwest one-quarter of said Section 10 a distance of 304.02 feet;
         thence N45 degrees 16'52"W a distance of 29.55 feet to the Point Of
         Beginning.

         Said parcel of land containing 105,409.60 square feet or 2.419 acres
         more or less.



                                   PART THIRD.

                            (MISCELLANEOUS PROPERTY)

         The following residences, garages, warehouses, buildings, structures,
works and sites and the Company's lands on which the same are situated, and all
easements, rights, rights of way, permits, franchises, consents, privileges,
licenses, machinery, equipment, furniture and fixtures, appurtenances and
supplies forming a part of said residences, garages, warehouses, buildings,
structures, works and sites, or any of them, or used or enjoyed or capable of
being used or enjoyed in connection or conjunction therewith, situated in the
State of Colorado and the Counties thereof, more particularly described as
follows:

                                JEFFERSON COUNTY



                                  SCHEDULE B-12

14.      GROUND EQUIPMENT COMPANY TRACT

         That part of Section 22, Township 2 South, Range 70 West of the 6th
         Principal Meridian, lying between Colorado State Highway No. 72 and the
         Denver and Rio Grande Western Railroad, County of Jefferson, State of
         Colorado, more particularly described as follows:

         Commencing at the West one-quarter of said Section 22; thence South 0
         degrees 25'48" East along the West line of said Section 22, a distance
         of 721.74 feet to a point on the North right of way of the Denver and
         Rio Grande Western Railroad; thence along North right of way as
         follows: South 80 degrees 28'31" East a distance of 2033.16 feet to a
         point of circular curve; thence along the arc of said curve to the left
         having a radius of 2764.79 feet and a central angle of 13 degrees 14' a
         distance of 638.57 feet to the end of said curve, thence North 86
         degrees 17'29" East, a distance of 729.07 feet to the true Point of
         Beginning, being Southeast corner of the parcel to be described, and
         also the Southeast corner of the exterior boundary as described in Deed
         recorded in Book 1813 at Page 365; thence departing said railroad right
         of way line, North 01 degrees 03'14" West, a distance of 1023.73 feet
         to a point on the southerly right of way of Colorado State Highway No.
         72; thence North 83 degrees 39'30" West along said southerly right of
         way, a distance of 414.42 feet; thence South 01 degrees 03'14" East, a
         distance of 1096.13 feet to a point on the North right of way of said
         railroad; thence North 86 degrees 17'29" East along said railroad right
         of way, a distance of 411.41 feet to the Point of Beginning, except any
         portion of the above described property conveyed by Deed to the Denver
         Northwestern and Pacific Railway Company recorded June 25, 1907 in Book
         121 at Page 290, of the Jefferson County Records, and,

         Except portion conveyed to D. L. Billings Co. Inc., trustee, by Deed
         recorded June 3, 1982 at Reception No. 82037261.

         Also known as Lots 16, 17, 18, part of Lot 15 and part of Lot 19, Block
         A, Lot 15, part of Lot 13 and part of Lot 14, Block D, together with
         that portion of Bronco Lane adjacent to said Lots, all in Northwest
         Industrial, County of Jefferson, State of Colorado.















                                  SCHEDULE B-13

EX-4.02

                                                                    EXHIBIT 4.02
                             SUPPLEMENTAL INDENTURE


                        (DATED AS OF SEPTEMBER 15, 2002)


                                    --------


                       PUBLIC SERVICE COMPANY OF COLORADO


                                       TO


                      U.S. BANK TRUST NATIONAL ASSOCIATION,
                                                        AS TRUSTEE


                                    --------


                   CREATING AN ISSUE OF FIRST MORTGAGE BONDS,
                               COLLATERAL SERIES I

                                    --------

      (SUPPLEMENTAL TO INDENTURE DATED AS OF DECEMBER 1, 1939, AS AMENDED)

         SUPPLEMENTAL INDENTURE, dated as of September 15, 2002, between PUBLIC
         SERVICE COMPANY OF COLORADO, a corporation organized and existing under
         the laws of the State of Colorado (the "Company"), party of the first
         part, and U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST TRUST OF
         NEW YORK, NATIONAL ASSOCIATION), a national banking association, as
         successor trustee (the "Trustee") to Morgan Guaranty Trust Company of
         New York (formerly Guaranty Trust Company of New York), party of the
         second part.

         WHEREAS, the Company heretofore executed and delivered to the Trustee
         its Indenture, dated as of December 1, 1939 (the "Principal
         Indenture"), to secure its First Mortgage Bonds from time to time
         issued thereunder; and

         WHEREAS, the Company has heretofore executed and delivered to the
         Trustee the Supplemental Indentures referred to in Schedule A hereto
         for certain purposes, including the creation of series of bonds, the
         subjection to the lien of the Principal Indenture of property acquired
         after the execution and delivery thereof, the amendment of certain
         provisions of the Principal Indenture and the appointment of the
         successor Trustee; and

         WHEREAS, the Principal Indenture as supplemented and amended by all
         Supplemental Indentures heretofore executed by the Company and the
         Trustee is hereinafter referred to as the "Indenture", and, unless the
         context requires otherwise, references herein to Articles and Sections
         of the Indenture shall be to Articles and Sections of the Principal
         Indenture as so amended; and

         WHEREAS, the Company proposes to create a new series of First Mortgage
         Bonds to be designated as First Mortgage Bonds, Collateral Series I
         (the "Collateral Series I Bonds"), to be issued and delivered to the
         trustee under the 1993 Mortgage (as hereinafter defined) as the basis
         for the authentication and delivery under the 1993 Mortgage of a series
         of securities, all as hereinafter provided, and to vary in certain
         respects the covenants and provisions contained in Article V of the
         Indenture, to the extent that such covenants and provisions apply to
         the Collateral Series I Bonds; and

         WHEREAS, the Company, pursuant to the provisions of the Indenture, has,
         by appropriate corporate action, duly resolved and determined to
         execute this Supplemental Indenture for the purpose of providing for
         the creation of the Collateral Series I Bonds and of specifying the
         form, provisions and particulars thereof, as in the Indenture provided
         or permitted and of giving to the Collateral Series I Bonds the
         protection and security of the Indenture; and

         WHEREAS, the Company represents that all acts and proceedings required
         by law and by the charter and by-laws of the Company, including all
         action requisite on the part of its shareholders, directors and
         officers, necessary to make the Collateral Series I Bonds, when
         executed by the Company, authenticated and delivered by the Trustee and
         duly issued, the valid, binding and legal obligations of the Company,
         and to constitute the Principal Indenture and all indentures
         supplemental thereto, including this Supplemental Indenture, valid,
         binding and legal instruments for the security of the bonds of all
         series, including the Collateral Series I Bonds, in accordance with the
         terms of such bonds and

         such instruments, have been done, performed and fulfilled, and the
         execution and delivery hereof have been in all respects duly
         authorized;

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         That Public Service Company of Colorado, the Company named in the
         Indenture, in consideration of the premises and of One Dollar to it
         duly paid by the Trustee at or before the ensealing and delivery of
         these presents, the receipt whereof is hereby acknowledged, and in
         pursuance of the direction and authority of the Board of Directors of
         the Company given at a meeting thereof duly called and held, and in
         order to create the Collateral Series I Bonds and to specify the form,
         terms and provisions thereof, and to secure the payment of the
         principal of and premium, if any, and interest, if any, on all bonds
         from time to time outstanding under the Indenture, including the
         Collateral Series I Bonds, according to the terms of said bonds, and to
         secure the performance and observance of all of the covenants and
         conditions contained in the Indenture, has executed and delivered this
         Supplemental Indenture and has granted, bargained, sold, warranted,
         aliened, remised, released, conveyed, assigned, transferred, mortgaged,
         pledged, set over and confirmed unto U.S. Bank Trust National
         Association, as Trustee, and its successor or successors in the trust
         and its and their assigns forever;

         TO HAVE AND TO HOLD all and singular the properties, rights, privileges
         and franchises described in the Principal Indenture and in the several
         Supplemental Indentures hereinabove referred to and owned by the
         Company on the date of the execution and delivery hereof (other than
         property of a character expressly excepted from the lien of the
         Indenture as therein set forth) unto the Trustee and its successor or
         successors and assigns forever;

         SUBJECT, HOWEVER, to permitted encumbrances as defined in the
         Indenture;

         IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the
         Indenture, for the equal and proportionate benefit and security of all
         present and future holders of the bonds and coupons issued and to be
         issued under the Indenture, including the Collateral Series I Bonds,
         without preference, priority or distinction as to lien (except as any
         sinking, amortization, improvement or other fund established in
         accordance with the provisions of the Indenture or any indenture
         supplemental thereto may afford additional security for the bonds of
         any particular series) of any of said bonds over any others thereof by
         reason of series, priority in the time of the issue or negotiation
         thereof, or otherwise howsoever, except as provided in Section 2 of
         Article IV of the Indenture.

                                   ARTICLE ONE

            CREATION AND DESCRIPTION OF THE COLLATERAL SERIES I BONDS

                  SECTION 1. A new series of bonds to be issued under and
secured by the Indenture is hereby created, the bonds of such new series to be
designated First Mortgage Bonds, Collateral Series I. The Collateral Series I
Bonds shall be limited to an aggregate principal amount of Five Hundred Thirty
Million dollars ($530,000,000), excluding any Collateral Series I


                                       2

Bonds which may be authenticated and exchanged for or in lieu of or in
substitution for or on transfer of other Collateral Series I Bonds pursuant to
any provisions of the Indenture. The Collateral Series I Bonds shall mature on
June 27, 2003. The Collateral Series I Bonds shall not bear interest.

                  The principal of each Collateral Series I Bond shall be
payable, upon presentation thereof, at the office or agency of the Company in
the city in which the principal corporate trust office of the 1993 Mortgage
Trustee (as hereinafter defined) is located, in any coin or currency of the
United States of America which at the time of payment shall be legal tender for
the payment of public and private debts.

                  The Collateral Series I Bonds shall be issued and delivered by
the Company to U.S. Bank Trust National Association, as successor trustee under
the Indenture, dated as of October 1, 1993, as supplemented (the "1993
Mortgage"), of the Company to such successor trustee (the "1993 Mortgage
Trustee"), as the basis for the authentication and delivery under the 1993
Mortgage of a series of securities. As provided in the 1993 Mortgage, the
Collateral Series I Bonds will be registered in the name of the 1993 Mortgage
Trustee or its nominee and will be owned and held by the 1993 Mortgage Trustee,
subject to the provisions of the 1993 Mortgage, for the benefit of the holders
of all securities from time to time outstanding under the 1993 Mortgage, and the
Company shall have no interest therein.

                  Any payment or deemed payment by the Company under the 1993
Mortgage of the principal of the securities which shall have been authenticated
and delivered under the 1993 Mortgage on the basis of the issuance and delivery
to the 1993 Mortgage Trustee of Collateral Series I Bonds (other than by the
application of the proceeds of a payment in respect of such Collateral Series I
Bonds) shall, to the extent thereof, be deemed to satisfy and discharge the
obligation of the Company, if any, to make a payment of principal of such
Collateral Series I Bonds which is then due.

                  The Trustee may conclusively presume that the obligation of
the Company to pay the principal of the Collateral Series I Bonds as the same
shall become due and payable shall have been fully satisfied and discharged
unless and until it shall have received a written notice from the 1993 Mortgage
Trustee, signed by an authorized officer thereof, stating that the principal of
specified Collateral Series I Bonds has become due and payable and has not been
fully paid, and specifying the amount of funds required to make such payment.

                  Each Collateral Series I Bond shall be dated as of the date of
its authentication.

                  The Collateral Series I Bonds shall be issued as fully
registered bonds only, in denominations of $1,000 and multiples thereof.

                  The Collateral Series I Bonds shall be registerable and
exchangeable at the office or agency of the Company in the city in which the
principal corporate trust office of the 1993 Mortgage Trustee is located, in the
manner and upon the terms set forth in Section 5 of Article II of the Indenture;
provided, however, that the Collateral Series I Bonds shall not be transferrable
except to a successor trustee under the 1993 Mortgage. No service charge shall
be made for any exchange or transfer of any Collateral Series I Bond.




                                       3

                  SECTION 2. The text of the Collateral Series I Bonds shall be
substantially in the form attached hereto as Exhibit A.

                  SECTION 3. The Collateral Series I Bonds may be executed by
the Company and delivered to the Trustee and, upon compliance with all
applicable provisions and requirements of the Indenture in respect thereof,
shall be authenticated by the Trustee and delivered (without awaiting the filing
or recording of this Supplemental Indenture) in accordance with the written
order or orders of the Company.

                                   ARTICLE TWO

                   REDEMPTION OF THE COLLATERAL SERIES I BONDS

                  SECTION 1. Each Collateral Series I Bond shall be redeemable
at the option of the Company in whole at any time, or in part from time to time,
prior to maturity, at a redemption price equal to 100% of the principal amount
thereof to be redeemed.

                  SECTION 2. The provisions of Sections 3, 4, 5, 6 and 7 of
Article V of the Indenture shall be applicable to the Collateral Series I Bonds,
except that (a) no publication of notice of redemption of the Collateral Series
I Bonds shall be required and (b) if less than all the Collateral Series I Bonds
are to be redeemed, the Collateral Series I Bonds to be redeemed shall be
selected in the principal amounts designated to the Trustee by the Company, and
except as such provisions may otherwise be inconsistent with the provisions of
this Article Two.

                  SECTION 3. The holder of each and every Collateral Series I
Bond hereby agrees to accept payment thereof prior to maturity on the terms and
conditions provided for in this Article Two.

                                  ARTICLE THREE

                         ACKNOWLEDGMENT OF RIGHT TO VOTE
                           OR CONSENT WITH RESPECT TO
                         CERTAIN AMENDMENTS TO INDENTURE

                  The Company hereby acknowledges the right of the holders of
the Collateral Series I Bonds to vote or consent with respect to any or all of
the modifications to the Indenture referred to in Article Three of the
Supplemental Indenture, dated as of March 1, 1980, irrespective of the fact that
the Bonds of the Second 1987 Series are no longer outstanding; provided,
however, that such acknowledgment shall not impair (a) the right of the Company
to make such modifications without the consent or other action of the holders of
the Bonds of the 2020 Series or the bonds of any other series subsequently
created under the Indenture with respect to which the Company has expressly
reserved such right or (b) the right of the Company to reserve the right to make
such modifications without the consent or other action of the holders of bonds
of one or more, or any or all, series created subsequent to the creation of the
Collateral Series I Bonds.




                                       4

                                  ARTICLE FOUR

                                   THE TRUSTEE

                  The Trustee accepts the trusts created by this Supplemental
Indenture upon the terms and conditions set forth in the Indenture and this
Supplemental Indenture. The recitals in this Supplemental Indenture are made by
the Company only and not by the Trustee. Each and every term and condition
contained in Article XII of the Indenture shall apply to this Supplemental
Indenture with the same force and effect as if the same were herein set forth in
full, with such omissions, variations and modifications thereof as may be
appropriate to make the same conform to this Supplemental Indenture.

                                  ARTICLE FIVE

                            MISCELLANEOUS PROVISIONS

                  SECTION 1. Subject to the variations contained in Article Two
of this Supplemental Indenture, the Indenture is in all respects ratified and
confirmed and the Principal Indenture, this Supplemental Indenture and all other
indentures supplemental to the Principal Indenture shall be read, taken and
construed as one and the same instrument. Neither the execution of this
Supplemental Indenture nor anything herein contained shall be construed to
impair the lien of the Indenture on any of the properties subject thereto, and
such lien shall remain in full force and effect as security for all bonds now
outstanding or hereafter issued under the Indenture.

                  All covenants and provisions of the Indenture shall continue
in full force and effect and this Supplemental Indenture shall form part of the
Indenture.

                  SECTION 2. If the date for making any payment or the last date
for performance of any act or the exercising of any right, as provided in this
Supplemental Indenture, shall not be a Business Day (as defined in the 1993
Mortgage), such payment may be made or act performed or right exercised on the
next succeeding Business Day with the same force and effect as if done on the
nominal date provided in this Supplemental Indenture.

                  SECTION 3. The terms defined in the Indenture shall, for all
purposes of this Supplemental Indenture, have the meaning specified in the
Indenture except as set forth in Section 4 of this Article or otherwise set
forth in this Supplemental Indenture or unless the context clearly indicates
some other meaning to be intended.

                  SECTION 4. Any term defined in Section 303 of the Trust
Indenture Act of 1939, as amended, and not otherwise defined in the Indenture
shall, with respect to this Supplemental Indenture and the Collateral Series I
Bonds, have the meaning assigned to such term in Section 303 as in force on the
date of the execution of this Supplemental Indenture.

                  SECTION 5. This Supplemental Indenture may be executed in any
number of counterparts, and all of said counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.



                                       5

                  IN WITNESS WHEREOF, Public Service Company of Colorado, party
hereto of the first part, has caused its corporate name to be hereunto affixed,
and this instrument to be signed by its President, an Executive Vice President,
a Senior Vice President or a Vice President, and its corporate seal to be
hereunto affixed and attested by its Secretary or an Assistant Secretary for and
in its behalf; and U.S. Bank Trust National Association, the party hereto of the
second part, in evidence of its acceptance of the trust hereby created, has
caused its corporate name to be hereunto affixed, and this instrument to be
signed and its corporate seal to be affixed by one of its Assistant Vice
Presidents and attested by one of its Trust Officers, for and in its behalf, all
as of the day and year first above written.

                                     PUBLIC SERVICE COMPANY OF
                                      COLORADO



                                     By: /s/ Paul E. Pender
                                        -------------------
                                         Name:   Paul E. Pender
                                         Title:  Vice President and Treasurer


ATTEST: /s/ Anne Ziebell
        ----------------
        Name:   Anne Ziebell
        Title:  Assistant Secretary

STATE OF MINNESOTA                )
                                  )  ss.:
CITY OF MINNEAPOLIS               )


                  On this 20th day of September, 2002, before me, Sharon M.
Quellhorst, a duly authorized Notary Public in and for said City in the State
aforesaid, personally appeared Paul E. Pender and Anne Ziebell to me known to be
a Vice President and Treasurer and the Assistant Secretary, respectively, of
PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under
the laws of the State of Colorado, one of the corporations that executed the
within and foregoing instrument; and the said Vice President and Treasurer and
Assistant Secretary severally acknowledged the said instrument to be the free
and voluntary act and deed of said corporation, for the uses and purposes
therein mentioned, and on oath stated that they were authorized to execute said
instrument and that the seal affixed thereto is the corporate seal of said
corporation.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.

                                  /s/ Sharon M. Quellhorst
                                  ------------------------
                                  Name:  Sharon M. Quellhorst
                                  Notary Public, State of Colorado
                                  Commission Expires:  January 31, 2005



                                       6

                                     U.S. BANK TRUST
                                       NATIONAL ASSOCIATION,
                                              as Trustee


                                     By: /s/ Ignazio Tamburello
                                         ----------------------
                                         Name:   Ignazio Tamburello
                                         Title:  Assistant Vice President


ATTEST:  /s/ Adam Berman
         ---------------
         Name:   Adam Berman
         Title:  Trust Officer


STATE OF NEW YORK                    )
                                     )  ss.:
CITY AND COUNTY OF NEW YORK          )


                  On this 20th day of September, 2002, before me, Doris Ware, a
duly authorized Notary Public in and for said City and County in the State
aforesaid, personally appeared Ignazio Tamburello and Adam Berman to me known to
be an Assistant Vice President and a Trust Officer, respectively, of U.S. BANK
TRUST NATIONAL Association, a national banking association, one of the
corporations that executed the within and foregoing instrument; and the said
Assistant Vice President and Trust Officer severally acknowledged the said
instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned, and on oath stated that they were
authorized to execute said instrument and that the seal affixed thereto is the
corporate seal of said corporation.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.


                                     /s/ Doris Ware
                                     --------------
                                     Name:  Doris Ware
                                     Notary Public, State of New York
                                     Commission Expires:  November 9, 2005




                                       7

                                                                       EXHIBIT A



                        FORM OF COLLATERAL SERIES I BOND

         THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE
INDENTURE, DATED AS OF OCTOBER 1, 1993, AS SUPPLEMENTED, BETWEEN PUBLIC SERVICE
COMPANY OF COLORADO AND U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST
TRUST OF NEW YORK, NATIONAL ASSOCIATION), AS SUCCESSOR TRUSTEE THEREUNDER.

                       PUBLIC SERVICE COMPANY OF COLORADO

                              FIRST MORTGAGE BOND,

                               Collateral Series I

                                    DUE 2003

REGISTERED                                                            REGISTERED

No. 1                                                               $530,000,000


         FOR VALUE RECEIVED, PUBLIC SERVICE COMPANY OF COLORADO, a corporation
organized and existing under the laws of the State of Colorado (hereinafter
sometimes called the "Company"), promises to pay to U.S. Bank Trust National
Association (formerly known as First Trust of New York, National Association),
as successor trustee (the "1993 Mortgage Trustee") under the Indenture, dated as
of October 1, 1993 (the "1993 Mortgage"), of the Company, or registered assigns,
Five Hundred Thirty Million Dollars on June 27, 2003, at the office or agency of
the Company in the city in which the principal corporate trust office of the
1993 Mortgage Trustee is located. This bond shall not bear interest. The
principal of this bond shall be payable in any coin or currency of the United
States of America which at the time of payment shall be legal tender for the
payment of public and private debts.

         Any payment or deemed payment by the Company under the 1993 Mortgage of
the principal of securities which shall have been authenticated and delivered
under the 1993 Mortgage on the basis of the issuance and delivery to the 1993
Mortgage Trustee of this bond (the "1993 Mortgage Securities") (other than by
the application of the proceeds of a payment in respect of this bond) shall, to
the extent thereof, be deemed to satisfy and discharge the obligation of the
Company, if any, to make a payment of principal of this bond which is then due.

         This bond is one of an issue of bonds of the Company, issued and to be
issued in one or more series under and equally and ratably secured (except as
any sinking, amortization, improvement or other fund, established in accordance
with the provisions of the indenture hereinafter mentioned, may afford
additional security for the bonds of any particular series) by a certain
indenture, dated as of December 1, 1939, made by the Company to U.S. BANK TRUST



                                  EXHIBIT A-1

NATIONAL ASSOCIATION (formerly First Trust of New York, National Association),
as successor trustee (hereinafter called the "Trustee") to Morgan Guaranty Trust
Company of New York (formerly Guaranty Trust Company of New York), as amended
and supplemented by several indentures supplemental thereto, including the
Supplemental Indenture dated as of September 15, 2002 (said Indenture as amended
and supplemented by said indentures supplemental thereto being hereinafter
called the "Indenture"), to which Indenture reference is hereby made for a
description of the property mortgaged, the nature and extent of the security,
the rights and limitations of rights of the Company, the Trustee, and the
holders of said bonds, under the Indenture, and the terms and conditions upon
which said bonds are secured, to all of the provisions of which Indenture and of
all indentures supplemental thereto in respect of such security, including the
provisions of the Indenture permitting the issue of bonds of any series for
property which, under the restrictions and limitations therein specified, may be
subject to liens prior to the lien of the Indenture, the holder, by accepting
this bond, assents. To the extent permitted by and as provided in the Indenture,
the rights and obligations of the Company and of the holders of said bonds
(including those pertaining to any sinking or other fund) may be changed and
modified, with the consent of the Company, by the holders of at least 75% in
aggregate principal amount of the bonds then outstanding (excluding bonds
disqualified from voting by reason of the Company's interest therein as provided
in the Indenture); provided, however, that without the consent of the holder
hereof no such modification or alteration shall be made which will extend the
time of payment of the principal of this bond or reduce the principal amount
hereof or effect any other modification of the terms of payment of such
principal or will reduce the percentage of bonds required for the aforesaid
actions under the Indenture. The Company has reserved the right to amend the
Indenture without any consent or other action by holders of any series of bonds
created after October 31, 1975 (including this series) so as to change 75% in
the foregoing sentence to 60% and to change certain procedures relating to
bondholders' meetings. This bond is one of a series of bonds designated as the
First Mortgage Bonds, Collateral Series I, of the Company.

         This bond shall be redeemable at the option of the Company in whole at
any time, or in part from time to time, prior to maturity, at a redemption price
equal to 100% of the principal amount thereof to be redeemed.

         The principal of this bond may be declared or may become due before the
maturity hereof, on the conditions, in the manner and at the times set forth in
the Indenture, upon the happening of an event of default as therein provided.

         This bond is not transferable except to a successor trustee under the
1993 Mortgage, any such transfer to be made at the office or agency of the
Company in the city in which the principal corporate trust office of the 1993
Mortgage Trustee is located, upon surrender and cancellation of this bond, and
thereupon a new bond of this series of a like principal amount will be issued to
the transferee in exchange therefor, as provided in the Indenture. The Company,
the Trustee, any paying agent and any registrar 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. This bond, alone or with other
bonds of this series, may in like manner be exchanged at such office or agency
for one or more new bonds of this series of the same aggregate principal amount,
all as provided in the Indenture. No service charge shall be made to any holder
of any bond of this series for any exchange or transfer of bonds.


                                  EXHIBIT A-2

         No recourse under or upon any covenant or obligation of the Indenture,
or of any bonds thereby secured, or for any claim based thereon, or otherwise in
any manner in respect thereof, shall be had against any incorporator, subscriber
to the capital stock, shareholder, officer or director, as such, of the Company,
whether former, present or future, either directly, or indirectly through the
Company or the Trustee, by the enforcement of any subscription to capital stock,
assessment or otherwise, or by any legal or equitable proceeding by virtue of
any statute or otherwise (including, without limiting the generality of the
foregoing, any proceeding to enforce any claimed liability of shareholders of
the Company based upon any theory of disregarding the corporate entity of the
Company or upon any theory that the Company was acting as the agent or
instrumentality of the shareholders), any and all such liability of
incorporators, shareholders, subscribers, officers and directors, as such, being
released by the holder hereof, by the acceptance of this bond, and being
likewise waived and released by the terms of the Indenture under which this bond
is issued.

         This bond shall not be valid or become obligatory for any purpose until
the certificate of authentication endorsed hereon shall have been signed by U.S.
Bank Trust National Association, or its successor, as Trustee under the
Indenture.

         IN WITNESS WHEREOF, Public Service Company of Colorado has caused this
bond to be signed in its name by a Vice President and its corporate seal to be
affixed hereto and attested by its Secretary or an Assistant Secretary.

Dated:                                         PUBLIC SERVICE COMPANY OF
                                               COLORADO



                                               By:
                                                  ------------------------------
                                                   Vice President and Treasurer

ATTEST:
       ------------------------------
           Assistant Secretary


                          CERTIFICATE OF AUTHENTICATION

         This is one of the securities of the series designated therein referred
to in the within-mentioned Supplemental Indenture.

Dated:                                         U.S. BANK TRUST
                                               NATIONAL ASSOCIATION,
                                                     AS TRUSTEE


                                               By:
                                                  ------------------------------
                                                              Authorized Officer



                                  EXHIBIT A-3

                                                                      SCHEDULE A


                             SUPPLEMENTAL INDENTURES



         DATE OF                      SERIES OF BONDS                    PRINCIPAL               PRINCIPAL
      SUPPLEMENTAL                    ---------------                  AMOUNT ISSUED               AMOUNT
        INDENTURE                                                      -------------            OUTSTANDING
        ---------                                                                               -----------
                                                                                    
March 14, 1941                              None                             --                      --
May 14, 1941                                None                             --                      --
April 28, 1942                              None                             --                      --
April 14, 1943                              None                             --                      --
April 27, 1944                              None                             --                      --
April 18, 1945                              None                             --                      --
April 23, 1946                              None                             --                      --
April 9, 1947                               None                             --                      --
June 1, 1947*                      2-7/8% Series due 1977          $    40,000,000                  None
April 1, 1948                               None                             --                      --
May 20, 1948                                None                             --                      --
October 1, 1948                    3-1/8% Series due 1978               10,000,000                  None
April 20, 1949                              None                             --                      --
April 24, 1950                              None                             --                      --
April 18, 1951                              None                             --                      --
October 1, 1951                    3-1/4% Series due 1981               15,000,000                  None
April 21, 1952                              None                             --                      --
December 1, 1952                            None                             --                      --
April 15, 1953                              None                             --                      --
April 19, 1954                              None                             --                      --
October 1, 1954*                   3-1/8% Series due 1984               20,000,000                  None
April 18, 1955                              None                             --                      --
April 24, 1956                              None                             --                      --
May 1, 1957*                       4-3/8% Series due 1987               30,000,000                  None
April 10, 1958                              None                             --                      --
May 1, 1959                        4-5/8% Series due 1989               20,000,000                  None
April 18, 1960                              None                             --                      --
April 19, 1961                              None                             --                      --
October 1, 1961                    4-1/2% Series due 1991               30,000,000                  None
March 1, 1962                      4-5/8% Series due 1992                8,800,000                  None
June 1, 1964                       4-1/2% Series due 1994               35,000,000                  None
May 1, 1966                        5-3/8% Series due 1996               35,000,000                  None
July 1, 1967*                      5-7/8% Series due 1997               35,000,000                  None
July 1, 1968*                      6-3/4% Series due 1998               25,000,000                  None
April 25, 1969                              None                             --                      --




                                  SCHEDULE A-1



         DATE OF                      SERIES OF BONDS                    PRINCIPAL               PRINCIPAL
      SUPPLEMENTAL                    ---------------                  AMOUNT ISSUED               AMOUNT
        INDENTURE                                                      -------------            OUTSTANDING
        ---------                                                                               -----------
                                                                                    
April 21, 1970                              None                             --                      --
September 1, 1970                  8-3/4% Series due 2000               35,000,000                  None
February 1, 1971                   7-1/4% Series due 2001               40,000,000                  None
August 1, 1972                     7-1/2% Series due 2002               50,000,000                  None
June 1, 1973                       7-5/8% Series due 2003               50,000,000                  None
March 1, 1974                    Pollution Control Series A             24,000,000                  None
December 1, 1974                 Pollution Control Series B             50,000,000                  None
October 1, 1975                    9-3/8% Series due 2005               50,000,000                  None
April 28, 1976                              None                             --                      --

April 28, 1977                              None                             --                      --
November 1, 1977*                  8-1/4% Series due 2007               50,000,000                  None
April 28, 1978                              None                             --                      --
October 1, 1978                    9-1/4% Series due 2008               50,000,000                  None
October 1, 1979*                 Pollution Control Series C             50,000,000                  None
March 1, 1980*                      15% Series due 1987                 50,000,000                  None
April 28, 1981                              None                             --                      --
November 1, 1981*                Pollution Control Series D             27,380,000                  None
December 1, 1981*                 16-1/4% Series due 2011               50,000,000                  None
April 29, 1982                              None                             --                      --
May 1, 1983*                     Pollution Control Series E             42,000,000                  None

April 30, 1984                              None                             --                      --
March 1, 1985*                      13% Series due 2015                 50,000,000                  None
November 1, 1986*                Pollution Control Series F             27,250,000                  None
May 1, 1987*                       8.95% Series due 1992                75,000,000                  None
July 1, 1990*                      9-7/8% Series due 2020               75,000,000                  None
December 1, 1990*           Secured Medium-Term Notes, Series A        191,500,000**             15,000,000
March 1, 1992*                   8-1/8% Series due 2004 and            100,000,000              100,000,000
                                   8-3/4% Series due 2022              150,000,000              146,340,000
April 1, 1993*                   Pollution Control Series G             79,500,000               79,500,000
June 1, 1993*                    Pollution Control Series H             50,000,000               50,000,000
November 1, 1993*                   Collateral Series A                134,500,000              134,500,000

January 1, 1994*              Collateral Series B due 2001 and         102,667,000                  None
                                Collateral Series B due 2024           110,000,000              110,000,000
September 2, 1994                           None                             --                      --
(Appointment of
Successor Trustee)
May 1, 1996                         Collateral Series C                125,000,000              125,000,000



                                  SCHEDULE A-2



         DATE OF                      SERIES OF BONDS                    PRINCIPAL               PRINCIPAL
      SUPPLEMENTAL                    ---------------                  AMOUNT ISSUED               AMOUNT
        INDENTURE                                                      -------------            OUTSTANDING
        ---------                                                                               -----------
                                                                                    
November 1, 1996                    Collateral Series D                250,000,000              175,000,000
February 1, 1997                    Collateral Series E                150,000,000                  None
April 1, 1998                       Collateral Series F                250,000,000              250,000,000
August 15, 2002                     Collateral Series G                 48,750,000               48,750,000
September 1, 2002                   Collateral Series H                600,000,000              600,000,000


- ----------------
* Contains amendatory provisions
** $200,000,000 authorized













































                                  SCHEDULE A-3

EX-4.03

                                                                    EXHIBIT 4.03

                             PUBLIC SERVICE COMPANY
                                   OF COLORADO

                                       TO


                      U.S. BANK TRUST NATIONAL ASSOCIATION,

                                                AS TRUSTEE


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


                          SUPPLEMENTAL INDENTURE NO. 8

                           Dated as of August 15, 2002


                          Supplemental to the Indenture
                           dated as of October 1, 1993

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


                  Establishing the Securities of Series No. 7,
 designated First Collateral Trust Bonds, Series No. 7 (Ambac Collateral Bonds)








         SUPPLEMENTAL INDENTURE NO. 8, dated as of August 15, 2002, between
PUBLIC SERVICE COMPANY OF COLORADO, a corporation duly organized and existing
under the laws of the State of Colorado (hereinafter sometimes called the
"Company"), and U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST TRUST OF
NEW YORK, NATIONAL ASSOCIATION), a national banking association, as successor
trustee (hereinafter sometimes called the "Trustee") to Morgan Guaranty Trust
Company of New York under the Indenture, dated as of October 1, 1993
(hereinafter called the "Original Indenture"), as previously supplemented and as
further supplemented by this Supplemental Indenture No. 8. The Original
Indenture and any and all indentures and all other instruments supplemental
thereto are hereinafter sometimes collectively called the "Indenture".

                             RECITALS OF THE COMPANY

         The Original Indenture was authorized, executed and delivered by the
Company to provide for the issuance from time to time of its Securities (such
term and all other capitalized terms used herein without definition having the
meanings assigned to them in the Original Indenture), to be issued in one or
more series as contemplated therein, and to provide security for the payment of
the principal of and premium, if any, and interest, if any, on the Securities.

         The Company has heretofore executed and delivered to the Trustee the
Supplemental Indentures referred to in Schedule A hereto for the purpose of
establishing a series of bonds and appointing the successor Trustee.

         The Company has heretofore entered into two separate Financing
Agreements, each dated as of January 1, 1999, with each of Adams County,
Colorado and Pueblo County, Colorado (the "Counties") pursuant to which each of
the Counties in effect loaned the proceeds of the Pollution Control Refunding
Revenue Bonds (collectively, the "Series 1999 Bonds") issued pursuant to
separate Indentures of Trust between each County and U.S. Bank National
Association, as Trustee, dated as of January 1, 1999 (the "Series 1999 Bond
Indentures") to the Company for the purpose of refunding certain outstanding
series of pollution control bonds and the Company executed and delivered a note
to each of the Counties in the amount of the respective proceeds (the "1999
Series Notes"). The payment of principal of and interest on the 1999 Series
Notes are applied solely to the payment of the related Series 1999 Bonds.

         In connection with the issuance of the Series 1999 Bonds, Ambac
Assurance Corporation ("Ambac") issued municipal bond insurance policies (the
"Policies") to each of the Counties relating to the Series 1999 Bonds. The
Company entered into an Insurance Agreement (the "Insurance Agreement"), dated
as of January 21, 1999, with Ambac as part of the consideration for the delivery
by Ambac of the Policies, pursuant to which the Company is absolutely and
unconditionally obligated, among other matters, to reimburse Ambac for all
amounts advanced by Ambac under the Policies. As additional consideration for
Ambac issuing the Policies, the Company agreed not to issue any secured debt in
an amount above a specified threshold until the Company issues similar secured
debt to Ambac (the "Ambac Secured Debt").

         The Company now desires to issue the Ambac Secured Debt by establishing
a series of Securities to be designated "First Collateral Trust Bonds, Series
No. 7 (Ambac Collateral Bonds)", such series of Securities to be hereinafter
sometimes called "Series No. 7".

         The Company has duly authorized the execution and delivery of this
Supplemental Indenture No. 8 to establish the Securities of Series No. 7 and has
duly authorized the issuance of such Securities; and all acts necessary to make
this Supplemental Indenture No. 8 a valid agreement of the Company, and to make
the Securities of Series No. 7 valid obligations of the Company, have been
performed.







                                GRANTING CLAUSES

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 8 WITNESSETH, that, in
consideration of the premises, and in order to secure the payment of the
principal of and premium, if any, and interest, if any, on all Securities from
time to time Outstanding and the performance of the covenants contained therein
and in the Indenture and to declare the terms and conditions on which such
Securities are secured, the Company hereby grants, bargains, sells, releases,
conveys, assigns, transfers, mortgages, pledges, sets over and confirms to the
Trustee, and grants to the Trustee a security interest in, the following:

                              GRANTING CLAUSE FIRST

                  All right, title and interest of the Company, as of the date
         of the execution and delivery of this Supplemental Indenture No. 8, in
         and to property (other than Excepted Property), real, personal and
         mixed and wherever situated, in any case used or to be used in or in
         connection with the Electric Utility Business (whether or not such use
         is the sole use of such property), including without limitation (a) all
         lands and interests in land described or referred to in Schedule B
         hereto; (b) all other lands, easements, servitudes, licenses, permits,
         rights of way and other rights and interests in or relating to real
         property used or to be used in or in connection with the Electric
         Utility Business or relating to the occupancy or use of such real
         property, subject however, to the exceptions and exclusions set forth
         in clause (a) of Granting Clause First of the Original Indenture; (c)
         all plants, generators, turbines, engines, boilers, fuel handling and
         transportation facilities, air and water pollution control and sewage
         and solid waste disposal facilities and other machinery and facilities
         for the generation of electric energy; (d) all switchyards, lines,
         towers, substations, transformers and other machinery and facilities
         for the transmission of electric energy; (e) all lines, poles,
         conduits, conductors, meters, regulators and other machinery and
         facilities for the distribution of electric energy; (f) all buildings,
         offices, warehouses and other structures used or to be used in or in
         connection with the Electric Utility Business; (g) all pipes, cables,
         insulators, ducts, tools, computers and other data processing and/or
         storage equipment and other equipment, apparatus and facilities used or
         to be used in or in connection with the Electric Utility Business; (h)
         any or all of the foregoing properties in the process of construction;
         and (i) all other property, of whatever kind and nature, ancillary to
         or otherwise used or to be used in conjunction with any or all of the
         foregoing or otherwise, directly or indirectly, in furtherance of the
         Electric Utility Business;

                             GRANTING CLAUSE SECOND

                  Subject to the applicable exceptions permitted by Section
         810(c), Section 1303 and Section 1305 of the Original Indenture, all
         property (other than Excepted Property) of the kind and nature
         described in Granting Clause First which may be hereafter acquired by
         the Company, it being the intention of the Company that all such
         property acquired by the Company after the date of the execution and
         delivery of this Supplemental Indenture No. 8 shall be as fully
         embraced within and subjected to the Lien hereof as if such property
         were owned by the Company as of the date of the execution and delivery
         of this Supplemental Indenture No. 8;


                                       2





                             GRANTING CLAUSE FOURTH

                  All other property of whatever kind and nature subjected or
         required to be subjected to the Lien of the Indenture by any of the
         provisions thereof;

                                EXCEPTED PROPERTY

                  Expressly excepting and excluding, however, from the Lien and
         operation of the Indenture all Excepted Property of the Company,
         whether now owned or hereafter acquired;

         TO HAVE AND TO HOLD all such property, real, personal and mixed, unto
the Trustee, its successors in trust and their assigns forever;

         SUBJECT, HOWEVER, to (a) Liens existing at the date of the execution
and delivery of the Original Indenture (including, but not limited to, the Lien
of the PSCO 1939 Mortgage), (b) as to property acquired by the Company after the
date of the execution and delivery of the Original Indenture, Liens existing or
placed thereon at the time of the acquisition thereof (including, but not
limited to, the Lien of any Class A Mortgage and purchase money Liens), (c)
Retained Interests and (d) any other Permitted Liens, it being understood that,
with respect to any property which was at the date of execution and delivery of
the Original Indenture or thereafter became or hereafter becomes subject to the
Lien of any Class A Mortgage, the Lien of the Indenture shall at all times be
junior, subject and subordinate to the Lien of such Class A Mortgage;

         IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and
security of the Holders from time to time of all Outstanding Securities without
any priority of any such Security over any other such Security;

         PROVIDED, HOWEVER, that the right, title and interest of the Trustee in
and to the Mortgaged Property shall cease, terminate and become void in
accordance with, and subject to the conditions set forth in, Article Nine of the
Original Indenture, and if, thereafter, the principal of and premium, if any,
and interest, if any, on the Securities shall have been paid to the Holders
thereof, or shall have been paid to the Company pursuant to Section 603 of the
Original Indenture, then and in that case the Indenture shall terminate, and the
Trustee shall execute and deliver to the Company such instruments as the Company
shall require to evidence such termination; otherwise the Indenture, and the
estate and rights thereby granted shall be and remain in full force and effect;
and

         THE PARTIES HEREBY FURTHER COVENANT AND AGREE as follows:

                                   ARTICLE ONE

                           SECURITIES OF SERIES NO. 7

         There are hereby established the Securities of Series No. 7. The
Securities of Series No. 7 are to be issued to Ambac pursuant to the Insurance
Agreement as part of the consideration for the delivery by Ambac of the
Policies. The Securities of Series No. 7 shall have the terms and
characteristics set forth below (the lettered subdivisions set forth below
corresponding to the lettered subdivisions of Section 301 of the Original
Indenture):

         (a) the title of the Securities of such series shall be "First
         Collateral Trust Bonds, Series No. 7 (Ambac Collateral Bonds)";
         provided, however, that, at any time after the

                                       3





         PSCO 1939 Mortgage shall have been satisfied and discharged, the
         Company shall have the right, without any consent or other action by
         the Holders of such Securities, to change such title in such manner as
         shall be deemed by the Company to be appropriate to reflect such
         satisfaction and discharge, such change to be evidenced in an Officer's
         Certificate;

         (b) the Securities of Series No. 7 shall be initially authenticated and
         delivered in the aggregate principal amount of $48,750,000;

         (c) interest on the Securities of Series No. 7 shall be payable to the
         Persons in whose names such Securities are registered at the close of
         business on the Regular Record Date for such interest, except as
         otherwise expressly provided in the form of such Securities attached as
         Exhibit A hereto;

         (d) the principal of the Securities of Series No. 7 shall be payable on
         January 1, 2019, the Stated Maturity.

         (e) the Securities of Series No. 7 shall bear interest at a rate of
         5.10% per annum; interest shall accrue on the Securities of Series No.
         7 from September 10, 2002, or the most recent date to which interest
         has been paid or duly provided for; the Interest Payment Dates for such
         Securities shall be January 1 and July 1 in each year, commencing
         January 1, 2003, and the Regular Record Dates with respect to the
         Interest Payment Dates for such Securities shall be December 15 and
         June 15 in each year, respectively (whether or not a Business Day);

         (f) the Corporate Trust Office of U.S. Bank Trust National Association
         in New York, New York shall be the place at which (i) the principal of,
         premium, if any, and interest, if any, on the Securities of Series No.
         7 shall be payable, (ii) registration of transfer of such Securities
         may be effected, (iii) exchanges of such Securities may be effected and
         (iv) notices and demands to or upon the Company in respect of such
         Securities and the Indenture may be served; and U.S. Bank Trust
         National Association shall be the Security Registrar for such
         Securities; provided, however, that the Company reserves the right to
         change, by one or more Officer's Certificates, any such place or the
         Security Registrar; and provided, further, that the Company reserves
         the right to designate, by one or more Officer's Certificates, its
         principal office in Denver, Colorado as any such place or itself as the
         Security Registrar;

         (g) the Securities of Series No. 7 shall be redeemable as follows: At
         the time that any Series 1999 Bonds are redeemed pursuant to the Series
         1999 Bond Indentures, Securities of Series No. 7 in a principal amount
         equal to the principal amount of Series 1999 Bonds so redeemed shall be
         subject to redemption by the Company at a Redemption Price equal to the
         price at which such Series 1999 Bonds are redeemed;

         (h) not applicable;

         (i) not applicable;

         (j) not applicable;

         (k) not applicable;

         (l) not applicable;

                                       4






         (m) not applicable;

         (n) not applicable;

         (o) not applicable;

         (p) not applicable;

         (q) the Securities of Series No. 7 are to be registered in the name of
         Ambac Assurance Corporation. Such Securities shall not be transferable,
         nor shall any purported transfer be registered except to a successor to
         Ambac under the Insurance Agreement upon delivery to the Trustee of a
         Company Request requesting such transfer.

         (r) not applicable;

         (s) no service charge shall be made for the exchange of the Securities
         of Series No. 7; provided, however, that the Company may require
         payment of a sum sufficient to cover any tax or other governmental
         charge payable in connection with the exchange;

         (t) not applicable;

         (u)      (i) If the Company shall have caused the Company's
                  indebtedness in respect of any Securities of Series No. 7 to
                  have been satisfied and discharged prior to the Maturity of
                  such Securities, as provided in Section 901 of the Original
                  Indenture, the Company shall, promptly after the date of such
                  satisfaction and discharge, give a notice to each Person who
                  was a Holder of any of such Securities on such date stating
                  (A)(1) the aggregate principal amount of such Securities and
                  (2) the aggregate amount of any money (other than amounts, if
                  any, deposited in respect of accrued interest on such
                  Securities) and the aggregate principal amount of, the rate or
                  rates of interest on, and the aggregate fair market value of,
                  any Eligible Obligations deposited pursuant to Section 901 of
                  the Original Indenture with respect to such Securities and (B)
                  that the Company will provide (and the Company shall promptly
                  so provide) to such Person, or any beneficial owner of such
                  Securities holding through such Person (upon written request
                  to the Company sent to an address specified in such notice),
                  such other information as such Person or beneficial owner, as
                  the case may be, reasonably may request in order to enable it
                  to determine the federal income tax consequences to it
                  resulting from the satisfaction and discharge of the Company's
                  indebtedness in respect of such Securities. Thereafter, the
                  Company shall, within forty-five (45) days after the end of
                  each calendar year, give to each Person who at any time during
                  such calendar year was a Holder of such Securities a notice
                  containing (X) such information as may be necessary to enable
                  such Person to report its income, gain or loss for federal
                  income tax purposes with respect to such Securities or the
                  assets held on deposit in respect thereof during such calendar
                  year or the portion thereof during which such Person was a
                  Holder of such Securities, as the case may be (such
                  information to be set forth for such calendar year as a whole
                  and for each month during such year) and (Y) a statement to
                  the effect that the Company will provide (and the Company
                  shall promptly so provide) to such Person, or any beneficial
                  owner of such Securities holding through such Person (upon
                  written request to the Company sent to an address specified in
                  such notice), such other information as


                                       5





                  such Person or beneficial owner, as the case may be,
                  reasonably may request in order to enable it to determine its
                  income, gain or loss for federal income tax purposes with
                  respect to such Securities or such assets for such year or
                  portion thereof, as the case may be. The obligation of the
                  Company to provide or cause to be provided information for
                  purposes of income tax reporting by any Person as described in
                  the first two sentences of this paragraph shall be deemed to
                  have been satisfied to the extent that the Company has
                  provided or caused to be provided substantially comparable
                  information pursuant to any requirements of the Internal
                  Revenue Code of 1986, as amended from time to time (the
                  "Code") and United States Treasury regulations thereunder.

                  (ii) Notwithstanding the provisions of subparagraph (i) above,
                  the Company shall not be required to give any notice specified
                  in such subparagraph or to otherwise furnish any of the
                  information contemplated therein if the Company shall have
                  delivered to the Trustee an Opinion of Counsel to the effect
                  that the Holders of such Securities will not recognize income,
                  gain or loss for federal income tax purposes as a result of
                  the satisfaction and discharge of the Company's indebtedness
                  in respect of such Securities and such Holders will be subject
                  to federal income taxation on the same amounts and in the same
                  manner and at the same times as if such satisfaction and
                  discharge had not occurred.

                  (iii) Anything in this clause (u) to the contrary
                  notwithstanding, the Company shall not be required to give any
                  notice specified in subparagraph (i) or to otherwise furnish
                  the information contemplated therein or to deliver any Opinion
                  of Counsel contemplated by subparagraph (ii) if the Company
                  shall have caused Securities of Series No. 7 to be deemed to
                  have been paid for purposes of the Indenture, as provided in
                  Section 901 of the Original Indenture, but shall not have
                  effected the satisfaction and discharge of its indebtedness in
                  respect of such Securities pursuant to such Section.

         (v) Any payment by the Company of principal of, premium, if any, or
         interest on the Series 1999 Notes or pursuant to the Insurance
         Agreement with respect to the Series 1999 Bonds shall, to the extent
         thereof, be deemed to satisfy and discharge the obligation of the
         Company, if any, to make the payment of principal of, premium, if any,
         or interest on the Securities of Series No. 7 which is then due;
         provided, however, if any such payment by the Company on the Series
         1999 Notes or pursuant to the Insurance Agreement is determined to be a
         preferential transfer and is recovered from the registered owner of the
         Series 1999 Notes or from Ambac pursuant to the United States
         Bankruptcy Code in accordance with a final, nonappealable order of a
         court of competent jurisdiction as a result, then the obligation of the
         Company to make such payment of principal of, premium, if any, or
         interest on the Series 1999 Notes or pursuant to the Insurance
         Agreement shall no longer be deemed satisfied and discharged for
         purposes of the Securities of Series No. 7.

                  The Trustee may conclusively presume that the obligation of
         the Company to pay principal of, premium, if any, and interest on the
         Securities of Series No. 7 as the same shall have become due and
         payable shall have been fully satisfied and discharged unless and until
         it shall have received a written notice from the Holder hereof stating
         that the principal, premium, if any, or interest of Securities of
         Series No. 7 has become due and payable and specifying the amount of
         funds required to make such payment.


                                       6





                  Notwithstanding anything to the contrary contained herein, the
         aggregate amount of principal of, premium, if any, and interest on the
         Securities of Series No. 7 shall not exceed the aggregate amount of the
         reimbursement obligations of the Company under the Insurance Agreement.

         (w) The Securities of Series No. 7 shall be substantially in the form
         attached hereto as Exhibit A and shall have such further terms as are
         set forth in such form.

                                   ARTICLE TWO

                            MISCELLANEOUS PROVISIONS

         This Supplemental Indenture No. 8 is a supplement to the Original
Indenture. As previously supplemented and further supplemented by this
Supplemental Indenture No. 8, the Original Indenture is in all respects
ratified, approved and confirmed, and the Original Indenture, all previous
supplements thereto and this Supplemental Indenture No. 8 shall together
constitute one and the same instrument.



                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture No. 8 to be duly executed as of the day and year first
above written.

                                 PUBLIC SERVICE COMPANY OF COLORADO



                                 By:    /s/ Paul E. Pender
                                        ---------------------------------------
                                        Name:      Paul E. Pender
                                        Title:     Vice President and Treasurer





                                 U.S. BANK TRUST NATIONAL ASSOCIATION,
                                                          Trustee



                                 By:    /s/ Ignazio Tamburello
                                        ---------------------------------------
                                        Name:      Ignazio Tamburello
                                        Title:     Assistant Vice President


                                       7




STATE OF MINNESOTA        )
                          ) ss.:
CITY OF MINNEAPOLIS       )

         On the 9th day of September, 2002, before me personally came Paul E.
Pender to me known, who, being by me duly sworn, did depose and say that he is a
Vice President and Treasurer of Public Service Company of Colorado, one of the
corporations described in and which executed the foregoing instrument; and that
he signed his name thereto by authority of the Board of Directors of said
corporation.

                                          /s/ Sharon M. Quellhorst
                                          -------------------------------------
                                          Name: Sharon M. Quellhorst
                                          Notary Public, State of Minnesota

                                          Commission Expires: January 31, 2005

                                       8






STATE OF NEW YORK              )
                               ) ss.:
CITY AND COUNTY OF NEW YORK    )

         On the 10th day of September, 2002, before me personally came Ignazio
Tamburello, to me known, who, being by me duly sworn, did depose and say that
she is an Assistant Vice President of U.S. Bank Trust National Association, the
banking association described in and which executed the foregoing instrument;
and that she signed her name thereto by authority of the Board of Directors of
said banking association.

                                           /s/ Rouba Fakih
                                           ------------------------------------
                                           Name: Rouba Fakih
                                           Notary Public, State of New York


                                           Commission Expires February 20, 2003




                                       9





                                                                       EXHIBIT A

                                FORM OF SECURITY


                   (See legend at the end of this Security for
                  restrictions on transfer and change of form)


                       PUBLIC SERVICE COMPANY OF COLORADO
       First Collateral Trust Bond, Series No. 7 (Ambac Collateral Bonds)



     Original Interest Accrual Date          September 10, 2002
                     Interest Rate:          5.10%
                   Stated Maturity:          January 1, 2019
            Interest Payment Dates:          January 1 and July 1
              Regular Record Dates:          December 15 and June 15



                    This Security is not a Discount Security
              within the meaning of the within-mentioned Indenture
                    -----------------------------------------


Principal Amount                                          Registered No. 1
$48,750,000


         PUBLIC SERVICE COMPANY OF COLORADO, a corporation duly organized and
existing under the laws of the State of Colorado (herein called the "Company,"
which term includes any successor corporation under the Indenture referred to
below), for value received, hereby promises to pay to AMBAC ASSURANCE
CORPORATION, or registered assigns, the principal sum of Forty-Eight Million
Seven Hundred and Fifty Thousand Dollars on the Stated Maturity specified above,
and to pay interest thereon from the Original Interest Accrual Date specified
above or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually in arrears on the Interest Payment
Dates specified above in each year, commencing with the Interest Payment Date
next succeeding the Original Interest Accrual Date specified above, and at
Maturity, at the Interest Rate per annum specified above, until the principal
hereof is paid or duly provided for. The interest so payable, and paid or duly
provided for, on any Interest Payment Date shall, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
specified above (whether or not a Business Day) next preceding such Interest
Payment Date. Notwithstanding the foregoing, interest payable at Maturity shall
be paid to the Person to whom principal shall be paid. Except as otherwise
provided in said Indenture, any such interest not so paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities

                                  EXHIBIT A-1


of this series not less than 15 days prior to such Special Record Date, or be
paid in such other manner as permitted by the Indenture.

         Payment of the principal of this Security and interest hereon at
Maturity shall be made upon presentation of this Security at the Corporate Trust
Office of U.S. Bank Trust National Association, in New York, New York or at such
other office or agency as may be designated for such purpose by the Company from
time to time. Payment of interest on this Security (other than interest at
Maturity) shall be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register, except that if
such Person shall be a securities depositary, such payment may be made by such
other means in lieu of check as shall be agreed upon by the Company, the Trustee
and such Person. Payment of the principal of and interest on this Security, as
aforesaid, shall be made in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and issuable in one or more
series under and equally secured by an Indenture, dated as of October 1, 1993
(such Indenture as originally executed and delivered and as supplemented or
amended from time to time thereafter, together with any constituent instruments
establishing the terms of particular Securities, being herein called the
"Indenture"), between the Company and U.S. Bank Trust National Association
(formerly First Trust of New York, National Association) as successor trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the property mortgaged, pledged
and held in trust, the nature and extent of the security and the respective
rights, limitations of rights, duties and immunities of the Company, the Trustee
and the Holders of the Securities thereunder and of the terms and conditions
upon which the Securities are, and are to be, authenticated and delivered and
secured. The acceptance of this Security shall be deemed to constitute the
consent and agreement by the Holder hereof to all of the terms and provisions of
the Indenture. This Security is one of the series designated above.

         This Security has been issued pursuant to the requirements of, and as
security for the payment by the Company of its reimbursement obligations under,
that certain Insurance Agreement, dated as of January 21, 1999, between the
Company and Ambac Assurance Corporation ("Ambac") in connection with the
issuance by Ambac of municipal bond insurance policies relating to $27,250,000
in aggregate principal amount of Pollution Control Revenue Refunding Bonds
(Public Service Company of Colorado Project) Series 1999 (the "Adams County
Bonds"), issued by Adams County, Colorado pursuant to a Trust Indenture, dated
as of January 1, 1999, between Adams County, Colorado and the Trustee (the
"Adams County Indenture") and $21,500,000 in aggregate principal amount of
Pollution Control Revenue Refunding Bonds (Public Service Company of Colorado
Project) Series 1999 (the "Pueblo County Bonds"; the Adams County Bonds and the
Pueblo County Bonds are referred to herein as the "Series 1999 Bonds"), issued
by Pueblo County, Colorado pursuant to a Trust Indenture, dated as of January 1,
1999, between Pueblo County, Colorado and the Trustee (the "Pueblo County
Indenture"; the Adams County Indenture and the Pueblo County Indenture are
referred to herein as the "Series 1999 Bond Indentures"). In connection with the
issuance of the Series 1999 Bonds, the Company entered into separate Financing
Agreements, dated as of January 1, 1999, pursuant to which the Company executed
and delivered a note to each of the Counties in the amount of the respective
proceeds of the Series 1999 Bonds (the "Series 1999 Notes"). The payment of
principal of and interest on the 1999 Series Notes are applied solely to the
payment of the related Series 1999 Bonds.

         Any payment by the Company of principal of, premium, if any, or
interest on the Series 1999 Notes or pursuant to the Insurance Agreement with
respect to the Series 1999 Bonds shall, to the extent thereof, be deemed to
satisfy and discharge the obligation of the Company, if any, to make the payment
of

                                  EXHIBIT A-2



principal of, premium, if any, or interest on the Securities of Series No. 7
which is then due; provided, however, if any such payment by the Company on the
Series 1999 Notes or pursuant to the Insurance Agreement is determined to be a
preferential transfer and is recovered from the registered owner of the Series
1999 Notes or from Ambac pursuant to the United States Bankruptcy Code in
accordance with a final, nonappealable order of a court of competent
jurisdiction as a result, then the obligation of the Company to make such
payment of principal of, premium, if any, or interest on the Series 1999 Notes
or pursuant to the Insurance Agreement shall no longer be deemed satisfied and
discharged for purposes of the Securities of Series No. 7.

         The Trustee may conclusively presume that the obligation of the Company
to pay principal of, premium, if any, and interest on the Securities of Series
No. 7 as the same shall have become due and payable shall have been fully
satisfied and discharged unless and until it shall have received a written
notice from the Holder hereof stating that the principal, premium, if any, or
interest of this Security has become due and payable and specifying the amount
of funds required to make such payment.

         Notwithstanding anything to the contrary contained herein, the
aggregate amount of principal of, premium, if any, and interest on the
Securities of Series No. 7 shall not exceed the aggregate amount of the
reimbursement obligations of the Company under the Insurance Agreement.

         If any Interest Payment Date or the Stated Maturity shall not be a
Business Day (as hereinafter defined), payment of the amounts due on this
Security on such date may be made on the next succeeding Business Day; and, if
such payment is made or duly provided for on such Business Day, no interest
shall accrue on such amounts for the period from and after such Interest Payment
Date or Stated Maturity, as the case may be, to such Business Day.

         This Security is subject to redemption by the Company at the time that
any Series 1999 Bonds are redeemed pursuant to the Series 1999 Bond Indentures
in a principal amount equal to the principal amount of Series 1999 Bonds so
redeemed at a Redemption Price equal to the price at which such Series 1999
Bonds are redeemed.

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

         The Indenture permits, with certain exceptions as therein provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all series then
Outstanding under the Indenture, considered as one class; provided, however,
that if there shall be Securities of more than one series Outstanding under the
Indenture and if a proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
series, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series so directly
affected, considered as one class, shall be required; and provided, further,
that if the Securities of any series shall have been issued in more than one
Tranche and if the proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so directly
affected, considered as one class, shall be required; and provided, further,
that the Indenture permits the Trustee to enter into one or more supplemental
indentures for limited purposes without the consent of any Holders of
Securities. The Indenture also contains provisions permitting the Holders of a
majority in principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or


                                  EXHIBIT A-3





waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange therefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

         As provided in the Indenture and subject to certain limitations therein
set forth, this Security or any portion of the principal amount hereof will be
deemed to have been paid for all purposes of the Indenture and to be no longer
Outstanding thereunder, and, at the election of the Company, the Company's
entire indebtedness in respect thereof will be satisfied and discharged, if
there has been irrevocably deposited with the Trustee or any Paying Agent (other
than the Company), in trust, money in an amount which will be sufficient and/or
Eligible Obligations, the principal of and interest on which when due, without
regard to any reinvestment thereof, will provide moneys which, together with
moneys so deposited, will be sufficient, to pay when due the principal of and
interest on this Security when due.

         This Security is not transferable except to a successor to Ambac
Assurance Corporation under the Insurance Agreement upon delivery to the Trustee
of a Company Request requesting such transfer. Before any transfer of this
Security will be recognized or given effect by the Company or the Trustee, the
Holder shall note the amounts of all principal prepayments hereon, and shall
notify the Company and the Trustee of the name and address of the transferee and
shall afford the Company and the Trustee the opportunity of verifying the
notation as to prepayment of principal. By the acceptance hereof the Holder of
this Security and each transferee shall be deemed to have agreed to indemnify
and hold harmless the Company and the Trustee against all losses, claims,
damages or liability arising out of any failure on the part of the Holder or of
any such transferee to comply with the requirements of the preceding sentence.
Any such transfer is registrable in the Security Register, upon surrender of
this Security for registration of transfer at the office of U.S. Bank Trust
National Association, in New York, New York or such other office or agency as
may be designated by the Company from time to time, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series of authorized denominations and of like tenor and aggregate
principal amount, will be issued to the designated transferee or transferees.

         Each registered owner hereof by his acceptance hereof waives any right
to exchange any unpaid portion of this Bond for another Bond under Section 10.01
of the Indenture.

         This Bond has not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in contravention of said Act and is not
transferable except to a successor to Ambac under the Insurance Agreement.

         No service charge shall be made for any such registration of transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the absolute owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

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

                                  EXHIBIT A-4






         As used herein "Business Day" means any day, other than a Saturday or
Sunday, which is not a day on which banking institutions or trust companies in
The City of New York, New York or other city in which is located any office or
agency maintained for the payment of principal or interest on this Security, are
authorized or required by law, regulation or executive order to remain closed.
All other terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

         As provided in the Indenture, no recourse shall be had for the payment
of the principal of or interest on any Securities, or any part thereof, or for
any claim based thereon or otherwise in respect thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or agreement under the
Indenture, against, and no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, shareholder, officer or director, as such, past,
present or future of the Company or of any predecessor or successor corporation
(either directly or through the Company or a predecessor or successor
corporation), whether by virtue of any constitutional provision, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly agreed and understood that the Indenture and all the Securities
are solely corporate obligations and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of the Indenture and the issuance of the
Securities.

         Unless the certificate of authentication hereon has been executed by
the Trustee or an Authenticating Agent by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.

                                  EXHIBIT A-5






         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and its corporate seal to be hereunto affixed and attested.

                                    PUBLIC SERVICE COMPANY OF COLORADO

                                    By:
                                       ----------------------------------------
                                             Vice President and Treasurer




Attest:
       ---------------------------
            Assistant Secretary


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

Dated:
      ----------------------------


        U.S. BANK TRUST              OR                 U.S. BANK TRUST
      NATIONAL ASSOCIATION,                          NATIONAL ASSOCIATION,
          as Trustee                                      as Trustee



By:                                           By:
   -------------------------------               ------------------------------
         Authorized Officer                       AS AUTHENTICATING AGENT


                                              By:
                                                 ------------------------------
                                                        Authorized Officer





         THIS SECURITY MAY NOT BE TRANSFERRED OR EXCHANGED, NOR MAY ANY
PURPORTED TRANSFER BE REGISTERED, EXCEPT TO A SUCCESSOR TO AMBAC ASSURANCE
CORPORATION UNDER THE INSURANCE AGREEMENT REFERRED TO HEREIN.

         THE HOLDER OF THIS BOND BY ITS ACCEPTANCE HEREOF AGREES TO RESTRICTIONS
ON TRANSFER, TO WAIVERS OF CERTAIN RIGHTS OF EXCHANGE, AND TO INDEMNIFICATION
PROVISIONS AS SET FORTH BELOW. IN ADDITION, THE BOND REPRESENTED BY THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH
BOND MAY NOT BE TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE SECURITIES LAWS.

                                 -------------
                                  EXHIBIT A-6







   FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto


- --------------------------------------------------------------------------------
     [please insert social security or other identifying number of assignee]


- --------------------------------------------------------------------------------
            [please print or typewrite name and address of assignee]


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

the within Security of PUBLIC SERVICE COMPANY OF COLORADO and does hereby
irrevocably constitute and appoint __________________________________ ,
Attorney, to transfer said Security on the books of the within-mentioned
Company, with full power of substitution in the premises.

Dated:
      ---------------------


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

         Notice: The signature to this assignment must correspond with the name
         as written upon the face of the Security in every particular without
         alteration or enlargement or any change whatsoever.

                                  EXHIBIT A-7







                                                                      SCHEDULE A


                             SUPPLEMENTAL INDENTURES


    DATE OF                   SERIES OF BONDS               PRINCIPAL             PRINCIPAL
 SUPPLEMENTAL                 ---------------             AMOUNT ISSUED             AMOUNT
   INDENTURE                                              -------------          OUTSTANDING
   ---------                                                                     ------------
                                                                        
November 1, 1993                Series No. 1               $134,500,000          $134,500,000
January 1, 1994            Series No. 2 due 2001           $102,667,000              None
                                    and
                           Series No. 2 due 2024           $110,000,000          $110,000,000
September 2, 1994                   None                       None                  None
(Appointment of
Successor Trustee)
May 1, 1996                     Series No. 3               $125,000,000          $125,000,000
November 1, 1996                Series No. 4               $250,000,000          $175,000,000
February 1, 1997                Series No. 5               $150,000,000              None
April 1, 1998                   Series No. 6               $250,000,000          $250,000,000



                                  SCHEDULE A-1




                                                                      SCHEDULE B

                             DESCRIPTION OF PROPERTY

         The following properties are situated in the State of Colorado and the
counties thereof:

                                  ADAMS COUNTY

1.       SATRIANO TRACT

         That part of the NW1/4 NE1/4 of Section 11, Township 3 South, Range 68
         West of the 6th P.M., being more particularly described as follows:

         Beginning at a point which is South 89 degrees 58' East 20 feet and
         North 395.6 feet from the Southwest corner of the NW1/4 NE1/4 of said
         Section; thence North 196.92 feet; thence North 88 degrees 36.9' East,
         165.65 feet; thence North 0 degrees 17' West, 109.93 feet; thence North
         77 degrees 44.6' East 29.52 feet along the center line of The United
         Irrigation Ditch; thence South 438.11 feet; thence North 89 degrees 58'
         West 43.9 feet; thence North 115 feet; thence North 89 degrees 58' West
         150 feet to the point of beginning,

         County of Adams,
         State of Colorado.

         (for informational purposes only)  6200 North Franklin Street

2.       ROSA TRACT

         Parcels of land more particularly described as follows:

         Parcel I:

         A portion of the N1/2 of NE1/4 of NE1/4 of Section 11, Township 3
         South, Range 68 West of the 6th P.M., described as follows: Beginning
         at the Northwest Corner of said Tract, thence South 145 feet, thence
         East 110 feet, thence North 145 feet, thence West 110 feet to the Point
         of Beginning except the North 20 feet for road purposes.

         County of Denver,
         State of Colorado.

         Parcel II:

         That portion of the N1/2 of the NE1/4 of the NE1/4 of Section 11,
         Township 3 South, Range West of the 6th P.M., described as follows:

                                  SCHEDULE B-1






         Beginning at a point 110 feet East of the Northwest corner of said
         tract; thence South 145 feet; thence East 90 feet; thence North 145
         feet; thence West 90 feet to the True Point of Beginning, except the
         North 20 feet for road purposes.

         County of Adams, State of Colorado.

3.       TOWER 4 SUBSTATION SITE

         A portion of a parcel of land described in Book 4550, Page 465, Adams
         County Clerk and Recorder's Office, located in the Northwest Quarter of
         Section 27, Township 3 South, Range 66 West of the 6th Principal
         Meridian, Adams County, Colorado, being more particularly described as
         follows:

         COMMENCING at the North Quarter Corner of said Section 27, whence the
         Northwest Corner of said Section 27 bears S88 degrees 53'04"W a
         distance of 2638.04 feet;

         THENCE S00 degrees 08'03"E along the easterly line of the Northwest
         Quarter of said Section 27 a distance of 60.01 feet;

         THENCE S88 degrees 53'04"W along the southerly right-of-way line of
         East 38th Avenue as described in Book 2800, Page 680 a distance of
         882.04 feet to the POINT OF BEGINNING;

         THENCE S01 degrees 05'34"E a distance of 440.00 feet;

         THENCE S88 degrees 53'04"W a distance of 399.02 feet non-tangent with
         the following described curve;

         THENCE along the westerly line of said parcel of land described in Book
         4550, Page 465, on the arc of a curve to the right, having a central
         angle of 03 degrees 28'41", a radius of 530.00 feet, a chord bearing
         N02 degrees 49'55"W a distance of 32.17 feet, and an arc distance of
         32.17 feet;

         THENCE N01 degrees 05'34"W continuing along the westerly line of said
         parcel, tangent with the last described curve a distance of 407.84
         feet;


         THENCE N88 degrees 53'04"E along the southerly right-of-way line said
         East 35th Avenue a distance of 400.00 feet to the POINT OF BEGINNING.

         Containing 4.040 acres (175,989 sq. ft.) more or less.

4.       NEW WASHINGTON SUBSTATION

         A parcel of land decribed in Book Number 5210, Page 0031, Reception
         Number C0355049, recorded in the Adam County Clerk and Recorder's
         Office on January 15, 1998, being more particularly described as
         follows:

         Lot 1, Block 1, Washington Electric Substation, Filing No. 1, County of
         Adams, State of Colorado.

5.       HOSMER TRUST TRACT

                                  SCHEDULE B-2






         A portion of the Southwest Quarter of Section 34, Township 1 South,
         Range 64 West of the 6th Principal Meridian, Adams County, Colorado,
         being more particularly described as follows:

         BEGINNING at the Northwest Corner of said Southwest Quarter of Section
         34, whence the Southwest Corner of said Southwest Quarter of Section 34
         bears S01 degrees 18'37"E a distance of 2636.70 feet;

         THENCE S89 degrees 47'30"E along the northerly line of said Southwest
         Quarter of Section 34 a distance of 1030.01 feet;

         THENCE S01 degrees 18"37"E a distance of 1631.67 feet;

         THENCE N89 degrees 47'30"W a distance of 1030.01 feet;

         THENCE N01 degrees 18'37"W along said westerly line of Southwest
         Quarter of Section 34 a distance of 1631.67 feet to the POINT OF
         BEGINNING.

         Containing 38.568 Acres, more or less.

                                 ALAMOSA COUNTY

6.       MOSCA SUBSTATION:  ADDITIONAL LAND

         A parcel of land more particularly described as follows:

         That part of the NE1/4 of Section 28, Township 40 North, Range 10 East
         of the N.M.P.M., described as beginning at a point on the North-South
         centerline of said Section 28 and a point on the South right-of-way
         line of County Lane 8 North (as fenced) from which the N1/4 corner
         bears N00'38'22"E, 25.91 feet; thence N88 degrees 33'59"E, along said
         right-of-way line 225.00 feet; thence S00 degrees 38'42", 30.90 feet;
         thence N88 degrees 32'09"E, 25.16 feet; thence S00 degrees 38'22"W,
         322.06 feet; thence N89 degrees 53'58"W, 250.00 feet to a point on said
         North-South centerline; thence N00 degrees 38'22"E, 346.25 feet to the
         true Point Of Beginning. Alamosa County, State of Colorado

                                  DENVER COUNTY

7.       BELLEVIEW - QUEBEC SUBSTATION SITE


         A parcel of land located in a portion of Lot 1, Block 1 of the 165
         Subdivision Filing No. 1, recorded in Plat Book 29 at Page 86, and a
         portion of the Southeast 1/4 of Section 8, Township 5 South, Range 67
         West of the 6th P.M., being more particularly described as follows:

         Basis of bearings: the South line of the Southeast 1/4 of Section 8 is
         assumed to bear North 90 degrees 00 minutes 00 seconds East;

         COMMENCING at the South Quarter Corner of Section 8;

         THENCE North 28 degrees 57 minutes 12 seconds East, a distance of
         2099.82 feet to the POINT OF BEGINNING;

         THENCE North 89 degrees 59 minutes 47 seconds East, a distance of
         361.50 feet;

                                  SCHEDULE B-3



         THENCE South 00 degrees 00 minutes 00 seconds West, a distance of
         136.32 feet to a point on the North line of Lot 1, Block 1 of the 165
         Subdivision Filing No. 1;

         THENCE South 00 degrees 00 minutes 00 seconds West, a distance of 48.06
         feet;

         THENCE South 46 degrees 57 minutes 20 seconds West, a distance of 87.86
         feet;

         THENCE North 90 degrees 00 minutes 00 seconds West, a distance of
         212.55 feet;

         THENCE North 34 degrees 59 minutes 47 seconds West, a distance of
         131.87 feet to a point on the North line of Lot 1, Block 1, of the 165
         Subdivision Filing No. 1;

         THENCE North 34 degrees 59 minutes 47 seconds West, a distance of 15.89
         feet; thence North 00 degrees 00 minutes 00 seconds East, a distance of
         123.29 feet to the POINT OF BEGINNING,

         City and County of Denver,
         State of Colorado.

                                 DOUGLAS COUNTY

8.       COLONY (SURREY RIDGE) SUBSTATION

         Parcels of land more particularly described as follows:

         Parcel A:

         A parcel of land in Section 24, Township 6 South, Range 67 West of the
         sixth principal meridian, Douglas County, Colorado, being more
         particularly described as follows:

         COMMENCING at the Northwest corner of said Section 24, whence the West
         Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11
         seconds East a distance of 2667.01 feet;

         THENCE South 58 degrees 06 minutes 25 seconds East a distance of 54.13
         feet to the POINT OF BEGINNING;

         THENCE North 89 degrees 48 minutes 35 seconds East a distance of 233.36
         feet;

         THENCE South 45 degrees 08 minutes 18 seconds East a distance of 65.90
         feet;

         THENCE South 00 degrees 05 minutes 10 seconds East a distance of 212.74
         feet;

         THENCE South 44 degrees 54 minutes 50 seconds West a distance of 65.94
         feet;

         THENCE South 89 degrees 54 minutes 50 seconds West a distance of 233.37
         feet;

         THENCE North 00 degrees 05 minutes 10 seconds West a distance of 305.50
         feet to the POINT OF BEGINNING;

         Parcel D:

                                  SCHEDULE B-4





         A parcel of land being sixty (60.00') feet in width, thirty (30.00')
         feet on each side of the following described centerline, located in the
         Southeast Quarter of Section 14, Northeast Quarter of Section 23 and
         the Northwest quarter of Section 24 all in Township 6 South, Range 67
         West of the Sixth Principal Meridian, Douglas County, Colorado, being
         more particularly described as follows:

         COMMENCING at the Northeast corner of said Southeast Quarter of Section
         14, whence the Southeast Corner of said Section 14 bears South 01
         degrees 04 minutes 04 seconds East a distance of 2664.06 feet;

         THENCE South 39 degrees 51 minutes 34 seconds West along a line
         non-tangent with the following described curve a distance of 652.76
         feet to the southerly line of a parcel of land recorded in book 264,
         page 426 on July 1, 1974 in the Douglas County Clerk and Recorders
         Office, being the POINT OF BEGINNING;

         THENCE the following five (5) courses along existing dirt road or trail
         centerline;

         1.       Southwesterly along the Arapahoe County of a curve to the
                  right, having a central angle of 12 degrees 16 minutes 59
                  seconds, a radius of 860.00 feet, a chord bearing of South 28
                  degrees 24 minutes 25 seconds West, a distance of 184.02 feet,
                  and an arc distance of 184.37 feet;

         2.       THENCE South 34 degrees 32 minutes 55 seconds West tangent
                  with the last and following described curves a distance of
                  185.60 feet;

         3.       THENCE along the arc of a curve to the left, having a central
                  angle of 1 degrees 05 minutes 24 seconds, a radius of 800.00
                  feet, a chord bearing South 34 degrees 00 minutes 12 seconds
                  West a distance of 15.22 feet, and an arc distance of 15.22
                  feet;

         4.       THENCE South 33 degrees 27 minutes 30 seconds West tangent
                  with the last described curve a distance of 230.99 feet;

         5.       THENCE South 33 degrees 05 minutes 19 seconds West tangent
                  with the following described curve a distance of 63.86 feet;

         THENCE along the arc of a curve to the left, having a central angle of
         17 degrees 08 minutes 04 seconds, a radius of 200.00 feet, a chord
         bearing South 24 degrees 31 minutes 17 seconds West a distance of 59.59
         feet, and an arc distance of 59.81 feet;

         THENCE South 15 degrees 57 minutes 15 seconds West tangent with the
         last and following described curves a distance of 108.55 feet;

         THENCE along the arc of a curve to the left, having a central angle of
         75 degrees 23 minutes 51 seconds, a radius of 150.00 feet, a chord
         bearing South 21 degrees 44 minutes 40 seconds East a distance of
         183.45 feet, and an arc distance of 197.39 feet;

         THENCE the following eight (8) courses along said existing dirt road or
         trail centerline:

         1.       South 59 degrees 26 minutes 36 seconds East tangent with the
                  last described curve a distance of 35.15 feet;

                                  SCHEDULE B-5





         2.       THENCE South 68 degrees 40 minutes 34 seconds East a distance
                  of 43.72 feet;

         3.       THENCE North 84 degrees 29 minutes 06 seconds East a distance
                  of 73.85 feet;

         4.       THENCE South 57 degrees 01 minutes 00 seconds East a distance
                  of 68.34 feet;

         5.       THENCE South 28 degrees 47 minutes 04 seconds East tangent
                  with the following described curve a distance of 31.85 feet;

         6.       THENCE along the arc of a curve to the right, having a central
                  angle of 30 degrees 53 minutes 10 seconds, a radius of 200.00
                  feet, a chord bearing South 13 degrees 20 minutes 29 seconds
                  East a distance of 106.51 feet, and an arc distance of 107.81
                  feet;

         7.       THENCE along the arc of a curve to the left, tangent with the
                  last described curve, having a central angle of 15 degrees 45
                  minutes 50 seconds, a radius of 200.00 feet, a chord bearing
                  of South 05 degrees 46 minutes 48 seconds East a distance of
                  54.85 feet, and an arc distance of 55.03 feet;

         8.       THENCE South 13 degrees 39 minutes 43 seconds East tangent
                  with the last described curve a distance of 21.80 feet;

         THENCE South 18 degrees 42 minutes 28 seconds East tangent with the
         following described curve a distance of 100.70 feet;

         THENCE along the arc of a curve to the left, having a central angle
         foot 9 degrees 31 minutes 51 seconds, a radius of 200.00 feet, a chord
         bearing South 23 degrees 28 minutes 23 seconds East a distance of 33.23
         feet, and an arc distance of 33.27 feet;

         THENCE South 28 degrees 14 minutes 18 seconds East tangent with the
         last and following described curves a distance of 164.18 feet;

         THENCE along the arc of a curve to the left, having a central angle of
         12 degrees 32 minutes 57 seconds, a radius of 200.00 feet, a chord
         bearing South 34 degrees 30 minutes 47 seconds East a distance of 43.72
         feet, and an arc distance of 43.80 feet;

         THENCE South 40 degrees 47 minutes 15 seconds East tangent with the
         last and following described curves a distance of 41.82 feet;

         THENCE along the arc of a curve to the right, having a central angle of
         17 degrees 47 minutes 53 seconds, a radius 200.00 feet, a chord bearing
         South 31 degrees 53 minutes 19 seconds East a distance of 61.88 feet,
         and an arc distance of 62.13 feet;

         THENCE South 22 degrees 59 minutes 22 seconds East tangent with the
         last and following described curves a distance of 713.97 feet;

         THENCE along the arc of a curve to the left, having a central angle of
         67 degrees 06 minutes 49 seconds, a radius of 100.00 feet, a chord
         bearing of South 56 degrees 32 minutes 47 seconds East a distance of
         110.55 feet and an arc distance of 117.14 feet;

                                  SCHEDULE B-6





         THENCE North 89 degrees 53 minutes 49 seconds East tangent with the
         last described curve a distance of 32.70 feet to the point of
         termination, whence the Southeast corner of said Section 14 bears North
         20 degrees 59 minutes 42 seconds West a distance of 128.66 feet;

         Sidelines are shortened or lengthened to intersect the southerly line
         of said parcel of land recorded in book 264, page 426, and the westerly
         line of the Surrey Ridge Substation boundary.

         Parcel E:

         A parcel of land located in Sections 24 and 23, Township 6 South, Range
         67 West of the Sixth Principal Meridian, Douglas County, Colorado,
         being more particularly described as follows:

         COMMENCING at the Northwest corner of said Section 24, whence the West
         Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11
         seconds East, a distance of 2667.01 feet;

         THENCE South 11 degrees 21 minutes 30 seconds East a distance of 340.73
         feet to the southerly line of Surrey Ridge Substation Site, being the
         POINT OF BEGINNING;

         THENCE North 89 degrees 54 minutes 50 seconds East along said southerly
         line of Surrey Ridge Substation site a distance of 185.92 feet;

         THENCE South 24 degrees 09 minutes 27 seconds West, a distance of
         185.11 feet;

         THENCE South 03 degrees 23 minutes 27 seconds East a distance of
         1233.70 feet;

         THENCE South 17 degrees 16 minutes 47 seconds West a distance of 919.76
         feet;

         THENCE South 38 degrees 14 minutes 15 seconds West a distance of
         1281.45 feet;

         THENCE South 07 degrees 51 minutes 01 seconds West a distance of
         1498.69 feet;

         THENCE South 89 degrees 32 minutes 01 seconds West along the northerly
         line of a parcel of land described in Reception Number 105224, Document
         Number 1630, recorded in the Douglas County Clerk and Recorders Office
         on March 23, 1959 a distance of 101.06 feet;

         THENCE North 07 degrees 51 minutes 01 seconds East a distance of
         1540.46 feet;

         THENCE North 38 degrees 14 minutes 15 seconds East a distance of
         1290.11 feet;

         THENCE North 17 degrees 16 minutes 47 seconds East a distance of 883.02
         feet;

         THENCE North 03 degrees 23 minutes 27 seconds West a distance of
         1390.31 feet to the POINT OF BEGINNING.

         Parcel F:

         A parcel of land lying in Section 13, Section 14, Section 23 and
         Section 24 all in Township 6 South, Range 67 West of the Sixth
         Principal Meridian, Douglas County, Colorado, being more particularly
         described as follows:

                                  SCHEDULE B-7





         COMMENCING at the Northwest Corner of said Section 24, whence the West
         Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11
         seconds East a distance of 2667.01 feet;

         THENCE South 89 degrees 14 minutes 28 seconds West along the northerly
         line of the Northeast quarter of said Section 23 a distance of 27.78
         feet to the POINT OF BEGINNING;

         THENCE North 75 degrees 40 minutes 59 seconds East a distance of 184.77
         feet;

         THENCE South 87 degrees 37 minutes 41 seconds East a distance of 152.52
         feet;

         THENCE South 46 degrees 56 minutes 28 seconds East a distance of 121.54
         feet;

         THENCE South 06 degrees 45 minutes 06 seconds East a distance of 281.45
         feet;

         THENCE South 46 degrees 47 minutes 03 seconds West a distance of 166.26
         feet;

         THENCE North 74 degrees 24 minutes 57 seconds West a distance of 329.96
         feet;

         THENCE North 02 degrees 21 minutes 14 seconds West a distance of 348.59
         feet to the POINT OF BEGINNING;

         Excepting therefrom the following described parcel of land:

         COMMENCING at the Northwest Corner of said Section 24, whence the West
         Quarter Corner of said Section 24 bears South 00 degrees 06 minutes 11
         seconds East a distance of 2667.01 feet;

         THENCE South 58 degrees 06 minutes 25 seconds East a distance of 54.13
         feet to the POINT OF BEGINNING;

         THENCE North 89 degrees 48 minutes 35 seconds East a distance of 233.36
         feet;

                                   WELD COUNTY

9.       NEW GILCREST SUBSTATION

         A parcel of land located in the Southwest one-quarter of Section 10,
         Township 4 North, Range 66 West of the Sixth Principal Meridian, County
         of Weld, State of Colorado, being more particularly described as
         follows:

         Basis of bearings: The South one-quarter line of Section 10, Township 4
         North, Range 66 West of the Sixth Principal Meridian, bearing
         N89 degrees 26'15"E.

         Commencing at the Southwest corner of said Section 10; thence N34
         degrees 06'30"E a distance of 80.25 feet to the Point Of Beginning;
         thence N00 degrees 00'00"E parallel with and 45 feet East of the West
         line of the Southwest one-quarter of said Section 10 a distance of
         304.02 feet; thence N89 degrees 26'15"E parallel with the South line of
         the Southwest one-quarter of said Section 10 a distance of 325.02 feet;
         thence S00 degrees 00'00"E parallel with the West line of the Southwest
         one-quarter of said Section 10 a distance of 325.02 feet to a point 45
         feet North of the South line of the Southwest one-quarter of said
         Section 10; thence S89 degrees 26'15"W parallel with the South line of
         the Southwest one-quarter of said Section 10 a distance of 304.02 feet;
         thence N45 degrees 16'52"W a distance of 29.55 feet to the Point Of
         Beginning.

                                  SCHEDULE B-8





         Said parcel of land containing 105,409.60 square feet or 2.419 acres
         more or less.


                                  SCHEDULE B-9

EX-4.04

                                                                    EXHIBIT 4.04

                             PUBLIC SERVICE COMPANY
                                   OF COLORADO

                                       TO


                      U.S. BANK TRUST NATIONAL ASSOCIATION,

                                                AS TRUSTEE


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


                          SUPPLEMENTAL INDENTURE NO. 10

                         Dated as of September 15, 2002


                          Supplemental to the Indenture
                           dated as of October 1, 1993

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


                  Establishing the Securities of Series No. 9,
              designated First Collateral Trust Bonds, Series No. 9
                       (Bank of America Collateral Bonds)








         SUPPLEMENTAL INDENTURE NO. 10, dated as of September 15, 2002, between
PUBLIC SERVICE COMPANY OF COLORADO, a corporation duly organized and existing
under the laws of the State of Colorado (hereinafter sometimes called the
"Company"), and U.S. BANK TRUST NATIONAL ASSOCIATION (FORMERLY FIRST TRUST OF
NEW YORK, NATIONAL ASSOCIATION), a national banking association, as successor
trustee (hereinafter sometimes called the "Trustee") to Morgan Guaranty Trust
Company of New York under the Indenture, dated as of October 1, 1993
(hereinafter called the "Original Indenture"), as previously supplemented and as
further supplemented by this Supplemental Indenture No. 10. The Original
Indenture and any and all indentures and all other instruments supplemental
thereto are hereinafter sometimes collectively called the "Indenture".

                             RECITALS OF THE COMPANY

         The Original Indenture was authorized, executed and delivered by the
Company to provide for the issuance from time to time of its Securities (such
term and all other capitalized terms used herein without definition having the
meanings assigned to them in the Original Indenture), to be issued in one or
more series as contemplated therein, and to provide security for the payment of
the principal of and premium, if any, and interest, if any, on the Securities.

         The Company has heretofore executed and delivered to the Trustee the
Supplemental Indentures referred to in Schedule A hereto for the purpose of
establishing a series of bonds and appointing the successor Trustee.

         The Company has heretofore entered into a Second Amended and Restated
364-Day Credit Agreement (the "Credit Agreement"), dated as of June 28, 2002,
with Bank of America, N.A., as Administrative Agent (the "Administrative Agent")
and the several financial institutions and other persons from time to time party
thereto (collectively, the "Lenders"), pursuant to which the Lenders have agreed
to make advances and grant certain other financial accommodations to the Company
up to an aggregate amount of Five Hundred Thirty Million dollars ($530,000,000)
(the "Loans"). The Credit Agreement was amended by that certain First Amendment
to Second Amended and Restated 364-Day Credit Agreement, dated as of September
6, 2002 (the "First Amendment"), between the Company and the Administrative
Agent, pursuant to which certain provisions in the Credit Agreement were
modified, including, without limitation, the addition of a covenant requiring
the Company to cause the principal amount of the Company's obligations under the
Credit Agreement to be ratably secured with all indebtedness of the Company
under the Indenture, as a condition to, and as consideration for, the obligation
of the Lenders to continue to make the Loans in accordance with the terms of the
Credit Agreement.

         Pursuant to its obligations under the First Amendment, the Company now
desires to establish a series of Securities to be designated "First Collateral
Trust Bonds, Series No. 9 (Bank of America Collateral Bonds)", such series of
Securities to be hereinafter sometimes called "Series No. 9".

         The Company has duly authorized the execution and delivery of this
Supplemental Indenture No. 10 to establish the Securities of Series No. 9 and
has duly authorized the issuance of such Securities; and all acts necessary to
make this Supplemental Indenture No. 10 a valid agreement of the Company, and to
make the Securities of Series No. 9 valid obligations of the Company, have been
performed.

                                GRANTING CLAUSES

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 10 WITNESSETH, that, in
consideration of the premises, including, without limitation, the consent of the
Lenders to continue to make Loans available to the Company in accordance with
the terms of the Credit Agreement, and in







order to secure the payment of the principal of and premium, if any, and
interest, if any, on all Securities from time to time Outstanding and the
performance of the covenants contained therein and in the Indenture and to
declare the terms and conditions on which such Securities are secured, the
Company hereby grants, bargains, sells, releases, conveys, assigns, transfers,
mortgages, pledges, sets over and confirms to the Trustee, and grants to the
Trustee a security interest in, the following:

                              GRANTING CLAUSE FIRST

                  All right, title and interest of the Company, as of the date
         of the execution and delivery of this Supplemental Indenture No. 10, in
         and to property (other than Excepted Property), real, personal and
         mixed and wherever situated, in any case used or to be used in or in
         connection with the Electric Utility Business (whether or not such use
         is the sole use of such property), including without limitation (a) all
         lands, easements, servitudes, licenses, permits, rights of way and
         other rights and interests in or relating to real property used or to
         be used in or in connection with the Electric Utility Business or
         relating to the occupancy or use of such real property, subject
         however, to the exceptions and exclusions set forth in clause (a) of
         Granting Clause First of the Original Indenture; (b) all plants,
         generators, turbines, engines, boilers, fuel handling and
         transportation facilities, air and water pollution control and sewage
         and solid waste disposal facilities and other machinery and facilities
         for the generation of electric energy; (c) all switchyards, lines,
         towers, substations, transformers and other machinery and facilities
         for the transmission of electric energy; (d) all lines, poles,
         conduits, conductors, meters, regulators and other machinery and
         facilities for the distribution of electric energy; (e) all buildings,
         offices, warehouses and other structures used or to be used in or in
         connection with the Electric Utility Business; (f) all pipes, cables,
         insulators, ducts, tools, computers and other data processing and/or
         storage equipment and other equipment, apparatus and facilities used or
         to be used in or in connection with the Electric Utility Business; (g)
         any or all of the foregoing properties in the process of construction;
         and (h) all other property, of whatever kind and nature, ancillary to
         or otherwise used or to be used in conjunction with any or all of the
         foregoing or otherwise, directly or indirectly, in furtherance of the
         Electric Utility Business;

                             GRANTING CLAUSE SECOND

                  Subject to the applicable exceptions permitted by Section
         810(c), Section 1303 and Section 1305 of the Original Indenture, all
         property (other than Excepted Property) of the kind and nature
         described in Granting Clause First which may be hereafter acquired by
         the Company, it being the intention of the Company that all such
         property acquired by the Company after the date of the execution and
         delivery of this Supplemental Indenture No. 10 shall be as fully
         embraced within and subjected to the Lien hereof as if such property
         were owned by the Company as of the date of the execution and delivery
         of this Supplemental Indenture No. 10;

                             GRANTING CLAUSE FOURTH

                  All other property of whatever kind and nature subjected or
         required to be subjected to the Lien of the Indenture by any of the
         provisions thereof;

                                       2






                                EXCEPTED PROPERTY

                  Expressly excepting and excluding, however, from the Lien and
         operation of the Indenture all Excepted Property of the Company,
         whether now owned or hereafter acquired;

         TO HAVE AND TO HOLD all such property, real, personal and mixed, unto
the Trustee, its successors in trust and their assigns forever;

         SUBJECT, HOWEVER, to (a) Liens existing at the date of the execution
and delivery of the Original Indenture (including, but not limited to, the Lien
of the PSCO 1939 Mortgage), (b) as to property acquired by the Company after the
date of the execution and delivery of the Original Indenture, Liens existing or
placed thereon at the time of the acquisition thereof (including, but not
limited to, the Lien of any Class A Mortgage and purchase money Liens), (c)
Retained Interests and (d) any other Permitted Liens, it being understood that,
with respect to any property which was at the date of execution and delivery of
the Original Indenture or thereafter became or hereafter becomes subject to the
Lien of any Class A Mortgage, the Lien of the Indenture shall at all times be
junior, subject and subordinate to the Lien of such Class A Mortgage;

         IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and
security of the Holders from time to time of all Outstanding Securities without
any priority of any such Security over any other such Security;

         PROVIDED, HOWEVER, that the right, title and interest of the Trustee in
and to the Mortgaged Property shall cease, terminate and become void in
accordance with, and subject to the conditions set forth in, Article Nine of the
Original Indenture, and if, thereafter, the principal of and premium, if any,
and interest, if any, on the Securities shall have been paid to the Holders
thereof, or shall have been paid to the Company pursuant to Section 603 of the
Original Indenture, then and in that case the Indenture shall terminate, and the
Trustee shall execute and deliver to the Company such instruments as the Company
shall require to evidence such termination; otherwise the Indenture, and the
estate and rights thereby granted shall be and remain in full force and effect;
and

         THE PARTIES HEREBY FURTHER COVENANT AND AGREE as follows:

                                   ARTICLE ONE

                           SECURITIES OF SERIES NO. 9

         There are hereby established the Securities of Series No. 9. The
Securities of Series No. 9 shall have the terms and characteristics set forth
below (the lettered subdivisions set forth below corresponding to the lettered
subdivisions of Section 301 of the Original Indenture):

         (a) the title of the Securities of such series shall be "First
         Collateral Trust Bonds, Series No. 9 (Bank of America Collateral
         Bonds)"; provided, however, that, at any time after the PSCO 1939
         Mortgage shall have been satisfied and discharged, the Company shall
         have the right, without any consent or other action by the Holders of
         such Securities, to change such title in such manner as shall be deemed
         by the Company to be appropriate to reflect such satisfaction and
         discharge, such change to be evidenced in an Officer's Certificate;

                                       3






         (b) the Securities of Series No. 9 shall be initially authenticated and
         delivered in the aggregate principal amount of $530,000,000;

         (c) not applicable;

         (d) the principal of the Securities of Series No. 9 shall be payable on
         June 27, 2003, the Stated Maturity.

         (e) the Securities of Series No. 9 shall not bear interest;

         (f) the Corporate Trust Office of U.S. Bank Trust National Association
         in New York, New York shall be the place at which (i) the principal of,
         premium, if any, and interest, if any, on the Securities of Series No.
         9 shall be payable, (ii) registration of transfer of such Securities
         may be effected, (iii) exchanges of such Securities may be effected and
         (iv) notices and demands to or upon the Company in respect of such
         Securities and the Indenture may be served; and U.S. Bank Trust
         National Association shall be the Security Registrar for such
         Securities; provided, however, that the Company reserves the right to
         change, by one or more Officer's Certificates, any such place or the
         Security Registrar; and provided, further, that the Company reserves
         the right to designate, by one or more Officer's Certificates, its
         principal office in Denver, Colorado as any such place or itself as the
         Security Registrar;

         (g) the Securities of Series No. 9 shall not be redeemable prior to
         maturity, other than as set forth in the Indenture;

         (h) not applicable;

         (i) not applicable;

         (j) not applicable;

         (k) not applicable;

         (l) not applicable;

         (m) not applicable;

         (n) not applicable;

         (o) not applicable;

         (p) not applicable;

         (q) the Securities of Series No. 9 are to be registered in the name of
         Bank of America, N.A., as Administrative Agent. Such Securities shall
         not be transferable, nor shall any purported transfer be registered
         except to a successor to the Administrative Agent under the Credit
         Agreement upon delivery to the Trustee of a Company Request requesting
         such transfer.

         (r) not applicable;

                                       4






         (s) no service charge shall be made for the transfer or exchange of the
         Securities of Series No. 9; provided, however, that the Company may
         require payment of a sum sufficient to cover any tax or other
         governmental charge payable in connection with the transfer or
         exchange;

         (t) not applicable;

         (u)      (i) If the Company shall have caused the Company's
                  indebtedness in respect of any Securities of Series No. 9 to
                  have been satisfied and discharged prior to the Maturity of
                  such Securities, as provided in Section 901 of the Original
                  Indenture, the Company shall, promptly after the date of such
                  satisfaction and discharge, give a notice to each Person who
                  was a Holder of any of such Securities on such date stating
                  (A)(1) the aggregate principal amount of such Securities and
                  (2) the aggregate amount of any money (other than amounts, if
                  any, deposited in respect of accrued interest on such
                  Securities) and the aggregate principal amount of, the rate or
                  rates of interest on, and the aggregate fair market value of,
                  any Eligible Obligations deposited pursuant to Section 901 of
                  the Original Indenture with respect to such Securities and (B)
                  that the Company will provide (and the Company shall promptly
                  so provide) to such Person, or any beneficial owner of such
                  Securities holding through such Person (upon written request
                  to the Company sent to an address specified in such notice),
                  such other information as such Person or beneficial owner, as
                  the case may be, reasonably may request in order to enable it
                  to determine the federal income tax consequences to it
                  resulting from the satisfaction and discharge of the Company's
                  indebtedness in respect of such Securities. Thereafter, the
                  Company shall, within forty-five (45) days after the end of
                  each calendar year, give to each Person who at any time during
                  such calendar year was a Holder of such Securities a notice
                  containing (X) such information as may be necessary to enable
                  such Person to report its income, gain or loss for federal
                  income tax purposes with respect to such Securities or the
                  assets held on deposit in respect thereof during such calendar
                  year or the portion thereof during which such Person was a
                  Holder of such Securities, as the case may be (such
                  information to be set forth for such calendar year as a whole
                  and for each month during such year) and (Y) a statement to
                  the effect that the Company will provide (and the Company
                  shall promptly so provide) to such Person, or any beneficial
                  owner of such Securities holding through such Person (upon
                  written request to the Company sent to an address specified in
                  such notice), such other information as such Person or
                  beneficial owner, as the case may be, reasonably may request
                  in order to enable it to determine its income, gain or loss
                  for federal income tax purposes with respect to such
                  Securities or such assets for such year or portion thereof, as
                  the case may be. The obligation of the Company to provide or
                  cause to be provided information for purposes of income tax
                  reporting by any Person as described in the first two
                  sentences of this paragraph shall be deemed to have been
                  satisfied to the extent that the Company has provided or
                  caused to be provided substantially comparable information
                  pursuant to any requirements of the Internal Revenue Code of
                  1986, as amended from time to time (the "Code") and United
                  States Treasury regulations thereunder.

                  (ii) Notwithstanding the provisions of subparagraph (i) above,
                  the Company shall not be required to give any notice specified
                  in such subparagraph or to

                                       5





                  otherwise furnish any of the information contemplated therein
                  if the Company shall have delivered to the Trustee an Opinion
                  of Counsel to the effect that the Holders of such Securities
                  will not recognize income, gain or loss for federal income tax
                  purposes as a result of the satisfaction and discharge of the
                  Company's indebtedness in respect of such Securities and such
                  Holders will be subject to federal income taxation on the same
                  amounts and in the same manner and at the same times as if
                  such satisfaction and discharge had not occurred.

                  (iii) Anything in this clause (u) to the contrary
                  notwithstanding, the Company shall not be required to give any
                  notice specified in subparagraph (i) or to otherwise furnish
                  the information contemplated therein or to deliver any Opinion
                  of Counsel contemplated by subparagraph (ii) if the Company
                  shall have caused Securities of Series No. 9 to be deemed to
                  have been paid for purposes of the Indenture, as provided in
                  Section 901 of the Original Indenture, but shall not have
                  effected the satisfaction and discharge of its indebtedness in
                  respect of such Securities pursuant to such Section.

         (v) If the Company terminates or reduces the aggregate amount of
         unutilized commitments of the Lenders to provide advances under the
         Credit Agreement pursuant to Section 2.04 thereof, such termination or
         reduction shall, to the extent thereof, be deemed to satisfy and
         discharge the obligation of the Company, if any, to make payment of
         principal on the Securities of Series No. 9. Upon payment of the
         Company's obligations under the Credit Agreement in full, termination
         of the Credit Agreement and termination of all commitments and other
         obligations of the Administrative Agent and the Lenders to the Company,
         the aggregate amount of principal of the Securities of Series No. 9
         shall be deemed satisfied and discharged.

                  On the date which is thirty (30) days after the Maturity of
         the Securities of Series No. 9, the Trustee may conclusively presume
         that the obligation of the Company to pay principal on the Securities
         of Series No. 9 as the same shall have become due and payable shall
         have been fully satisfied and discharged unless and until the Trustee
         shall have received a written notice prior to such date from the Holder
         hereof stating that the principal of Securities of Series No. 9 has
         become due and payable and specifying the amount of funds required to
         make such payment.

                  Notwithstanding anything to the contrary contained herein, the
         aggregate amount of principal actually due on the Securities of Series
         No. 9 shall not exceed the aggregate amount of the obligations of the
         Company under the Credit Agreement.

         (w) The Securities of Series No. 9 shall be subject to certain voting
         restrictions set forth in the Issuance Agreement to be entered into
         between the Company and Bank of America, N.A., as Administrative Agent.
         A copy of the Issuance Agreement will be on file at the office of the
         Trustee and will be available upon request.

         (x) The Securities of Series No. 9 shall be substantially in the form
         attached hereto as Exhibit A and shall have such further terms as are
         set forth in such form.

                                       6






                                   ARTICLE TWO

                            MISCELLANEOUS PROVISIONS

         (a) This Supplemental Indenture No. 10 is a supplement to the Original
         Indenture. As previously supplemented and further supplemented by this
         Supplemental Indenture No. 10, the Original Indenture is in all
         respects ratified, approved and confirmed, and the Original Indenture,
         all previous supplements thereto and this Supplemental Indenture No. 10
         shall together constitute one and the same instrument.

         (b) This Securities of Series No. 9 have been issued by the Company to
         the Administrative Agent to (i) secure the payment of the Company's
         obligations to make payments to any person under the Credit Agreement
         and (ii) provide to such persons the benefits of the security provided
         for this Security pursuant to the Indenture.


                                       7







                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture No. 10 to be duly executed as of the day and year first
above written.



                                PUBLIC SERVICE COMPANY OF COLORADO



                                  By:    /s/ Paul E. Pender
                                         ---------------------------------------
                                         Name:      Paul E. Pender
                                         Title:     Vice President and Treasurer




STATE OF MINNESOTA       )
                         ) ss.:
CITY OF MINNEAPOLIS      )

         On the 20th day of September, 2002, before me personally came Paul E.
Pender to me known, who, being by me duly sworn, did depose and say that he is a
Vice President and Treasurer of Public Service Company of Colorado, one of the
corporations described in and which executed the foregoing instrument; and that
he signed his name thereto by authority of the Board of Directors of said
corporation.

                                       /s/ Sharon M. Quellhorst
                                       -----------------------------------------
                                       Name: Sharon M. Quellhorst
                                       Notary Public, State of Minnesota

                                       Commission Expires:  January 31, 2005

                                       8





                                        U.S. BANK TRUST NATIONAL ASSOCIATION,
                                                                 Trustee



                                        By:    /s/ Ignazio Tamburello
                                               ---------------------------------
                                               Name:    Ignazio Tamburello
                                               Title:   Assistant Vice President



STATE OF NEW YORK              )
                               ) ss.:
CITY AND COUNTY OF NEW YORK    )

         On the 20th day of September, 2002, before me personally came Ignazio
Tamburello, to me known, who, being by me duly sworn, did depose and say that he
is an Assistant Vice President of U.S. Bank Trust National Association, the
banking association described in and which executed the foregoing instrument;
and that he signed his name thereto by authority of the Board of Directors of
said banking association.

                                         /s/ Doris Ware
                                         --------------------------------------
                                         Name:  Doris Ware
                                         Notary Public, State of New York


                                         Commission Expires: November 9, 2005

                                       9





                                                                       EXHIBIT A

                                FORM OF SECURITY


                   (See legend at the end of this Security for
                  restrictions on transfer and change of form)


                       PUBLIC SERVICE COMPANY OF COLORADO
  First Collateral Trust Bond, Series No. 9 (Bank of America Collateral Bonds)



                        Issue Date:          [September __], 2002
                   Stated Maturity:          June 27, 2003



                    This Security is not a Discount Security
              within the meaning of the within-mentioned Indenture
                    -----------------------------------------


Principal Amount                                           Registered No. 1
$530,000,000


         PUBLIC SERVICE COMPANY OF COLORADO, a corporation duly organized and
existing under the laws of the State of Colorado (herein called the "Company,"
which term includes any successor corporation under the Indenture referred to
below), for value received, hereby promises to pay to BANK OF AMERICA, N.A., as
Administrative Agent, or registered assigns, the principal sum of Five Hundred
Thirty Million Dollars on the Stated Maturity specified above. This Security
shall not bear interest.

         Payment of the principal of this Security at Maturity shall be made
upon presentation of this Security at the Corporate Trust Office of U.S. Bank
Trust National Association, in New York, New York or at such other office or
agency as may be designated for such purpose by the Company from time to time.
Payment of the principal of this Security, as aforesaid, shall be made in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and issuable in one or more
series under and equally secured by an Indenture, dated as of October 1, 1993
(such Indenture as originally executed and delivered and as supplemented or
amended from time to time thereafter, together with any constituent instruments
establishing the terms of particular Securities, being herein called the
"Indenture"), between the Company and U.S. Bank Trust National Association
(formerly First Trust of New York, National Association) as successor trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which

                                  EXHIBIT A-1




Indenture and all indentures supplemental thereto reference is hereby made for a
description of the property mortgaged, pledged and held in trust, the nature and
extent of the security and the respective rights, limitations of rights, duties
and immunities of the Company, the Trustee and the Holders of the Securities
thereunder and of the terms and conditions upon which the Securities are, and
are to be, authenticated and delivered and secured. The acceptance of this
Security shall be deemed to constitute the consent and agreement by the Holder
hereof to all of the terms and provisions of the Indenture. This Security is one
of the series designated above.

         This Security has been issued pursuant to the requirements of, and as a
condition to, and as consideration for, the obligations of the Lenders to
continue to make the Loans under, and in accordance with the terms of, that
certain Second Amended and Restated 364-Day Credit Agreement (the "Credit
Agreement"), dated as of June 28, 2002, among the Company, Bank of America,
N.A., as Administrative Agent (the "Administrative Agent") and the several
financial institutions and other persons from time to time party thereto
(collectively, the "Lenders"), as amended by the First Amendment to Second
Amended and Restated 364-Day Credit Agreement, dated as of September 6, 2002,
between the Company and the Administrative Agent.

         If the Company terminates or reduces the aggregate amount of unutilized
commitments of the Lenders to provide advances under the Credit Agreement
pursuant to Section 2.04 thereof, such termination or reduction shall, to the
extent thereof, be deemed to satisfy and discharge the obligation of the
Company, if any, to make the payment of principal on the Securities of Series
No. 9. Upon payment of the Company's obligations under the Credit Agreement in
full, termination of the Credit Agreement and termination of all commitments and
other obligations of the Administrative Agent and the Lenders to the Company,
the aggregate amount of principal of the Securities of Series No. 9 shall be
deemed satisfied and discharged.

         On the date which is thirty (30) days after the Maturity of the
Securities of Series No. 9, the Trustee may conclusively presume that the
obligation of the Company to pay principal on the Securities of Series No. 9 as
the same shall have become due and payable shall have been fully satisfied and
discharged unless and until the Trustee shall have received a written notice
prior to such date from the Holder hereof stating that the principal of
Securities of Series No. 9 has become due and payable and specifying the amount
of funds required to make such payment.

         Notwithstanding anything to the contrary contained herein, the
aggregate amount of principal actually due on the Securities of Series No. 9
shall not exceed the aggregate amount of the obligations of the Company under
the Credit Agreement.

         If the Stated Maturity shall not be a Business Day (as hereinafter
defined), payment of the amounts due on this Security on such date may be made
on the next succeeding Business Day.

         This Security is not subject to redemption prior to the Stated Maturity
thereof, other than as set forth in the Indenture.

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

         The Indenture permits, with certain exceptions as therein provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all series then
Outstanding under the Indenture, considered as one class; provided, however,
that if there shall be Securities of more than one

                                  EXHIBIT A-2




series Outstanding under the Indenture and if a proposed supplemental indenture
shall directly affect the rights of the Holders of Securities of one or more,
but less than all, of such series, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
series so directly affected, considered as one class, shall be required; and
provided, further, that if the Securities of any series shall have been issued
in more than one Tranche and if the proposed supplemental indenture shall
directly affect the rights of the Holders of Securities of one or more, but less
than all, of such Tranches, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required; and provided,
further, that the Indenture permits the Trustee to enter into one or more
supplemental indentures for limited purposes without the consent of any Holders
of Securities. The Indenture also contains provisions permitting the Holders of
a majority in principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange therefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.

         As provided in the Indenture and subject to certain limitations therein
set forth, this Security or any portion of the principal amount hereof will be
deemed to have been paid for all purposes of the Indenture and to be no longer
Outstanding thereunder, and, at the election of the Company, the Company's
entire indebtedness in respect thereof will be satisfied and discharged, if
there has been irrevocably deposited with the Trustee or any Paying Agent (other
than the Company), in trust, money in an amount which will be sufficient and/or
Eligible Obligations, the principal of and interest on which when due, without
regard to any reinvestment thereof, will provide moneys which, together with
moneys so deposited, will be sufficient, to pay when due the principal of and
interest on this Security when due.

         This Security is not transferable except to a successor to the
Administrative Agent under the Credit Agreement upon delivery to the Trustee of
a Company Request requesting such transfer. Before any transfer of this Security
will be recognized or given effect by the Company or the Trustee, the Holder
shall note the amounts of all principal prepayments hereon, and shall notify the
Company and the Trustee of the name and address of the transferee and shall
afford the Company and the Trustee the opportunity of verifying the notation as
to prepayment of principal. By the acceptance hereof the Holder of this Security
and each transferee shall be deemed to have agreed to indemnify and hold
harmless the Company and the Trustee against all losses, claims, damages or
liability arising out of any failure on the part of the Holder or of any such
transferee to comply with the requirements of the preceding sentence. Any such
transfer is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office of U.S. Bank Trust National
Association, in New York, New York or such other office or agency as may be
designated by the Company from time to time, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
of authorized denominations and of like tenor and aggregate principal amount,
will be issued to the designated transferee or transferees.

         This Bond has not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in contravention of said Act and is not
transferable except to a successor to the Administrative Agent under the Credit
Agreement.

                                  EXHIBIT A-3




         No service charge shall be made for any such registration of transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the absolute owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

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

         As used herein "Business Day" means any day, other than a Saturday or
Sunday, which is not a day on which banking institutions or trust companies in
The City of New York, New York or other city in which is located any office or
agency maintained for the payment of principal or interest on this Security, are
authorized or required by law, regulation or executive order to remain closed.
All other terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

         As provided in the Indenture, no recourse shall be had for the payment
of the principal of or interest on any Securities, or any part thereof, or for
any claim based thereon or otherwise in respect thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or agreement under the
Indenture, against, and no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, shareholder, officer or director, as such, past,
present or future of the Company or of any predecessor or successor corporation
(either directly or through the Company or a predecessor or successor
corporation), whether by virtue of any constitutional provision, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly agreed and understood that the Indenture and all the Securities
are solely corporate obligations and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of the Indenture and the issuance of the
Securities.

         Unless the certificate of authentication hereon has been executed by
the Trustee or an Authenticating Agent by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.

                                  EXHIBIT A-4






         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and its corporate seal to be hereunto affixed and attested.

                                     PUBLIC SERVICE COMPANY OF COLORADO

                                     By:
                                        ---------------------------------------
                                              Vice President and Treasurer




Attest:
       ----------------------------
            Assistant Secretary


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

Dated:
      -----------------------------


           U.S. BANK TRUST           OR               U.S. BANK TRUST
        NATIONAL ASSOCIATION,                      NATIONAL ASSOCIATION,
             as Trustee                                 as Trustee

By:                                        By:
   --------------------------------           ---------------------------------
         Authorized Officer                    AS AUTHENTICATING AGENT


                                           By:
                                              ---------------------------------
                                                      Authorized Officer





         THIS SECURITY MAY NOT BE TRANSFERRED OR EXCHANGED, NOR MAY ANY
PURPORTED TRANSFER BE REGISTERED, EXCEPT TO A SUCCESSOR TO THE ADMINISTRATIVE
AGENT UNDER THE CREDIT AGREEMENT REFERRED TO HEREIN.

         THE HOLDER OF THIS BOND BY ITS ACCEPTANCE HEREOF AGREES TO RESTRICTIONS
ON TRANSFER, RESTRICTIONS ON VOTING, TO WAIVERS OF CERTAIN RIGHTS OF EXCHANGE,
AND TO INDEMNIFICATION PROVISIONS AS SET FORTH BELOW. IN ADDITION, THE BOND
REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 AND SUCH BOND MAY NOT BE TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE
SECURITIES LAWS.

         THIS SECURITY IS SUBJECT TO CERTAIN VOTING RESTRICTIONS SET FORTH IN
THAT ISSUANCE AGREEMENT, DATED AS OF SEPTEMBER 26, 2002, BY AND BETWEEN THE
COMPANY AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT. A COPY OF THE
ISSUANCE AGREEMENT IS ON FILE AT THE OFFICE OF THE TRUSTEE AND IS AVAILABLE UPON
REQUEST.

                               -------------------
                                  EXHIBIT A-5






   FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto


- --------------------------------------------------------------------------------
     [please insert social security or other identifying number of assignee]


- --------------------------------------------------------------------------------
            [please print or typewrite name and address of assignee]


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

the within Security of PUBLIC SERVICE COMPANY OF COLORADO and does hereby
irrevocably constitute and appoint __________________________________ ,
Attorney, to transfer said Security on the books of the within-mentioned
Company, with full power of substitution in the premises.

Dated:
      ----------------------


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

         Notice: The signature to this assignment must correspond with the name
         as written upon the face of the Security in every particular without
         alteration or enlargement or any change whatsoever.

                                  EXHIBIT A-6







                                                                      SCHEDULE A


                             SUPPLEMENTAL INDENTURES



    DATE OF                  SERIES OF BONDS               PRINCIPAL               PRINCIPAL
 SUPPLEMENTAL                ---------------             AMOUNT ISSUED               AMOUNT
   INDENTURE                                             -------------            OUTSTANDING
   ---------                                                                      -----------
                                                                         
November 1, 1993               Series No. 1               $134,500,000            $134,500,000
January 1, 1994           Series No. 2 due 2001           $102,667,000                None
                                   and
                          Series No. 2 due 2024           $110,000,000            $110,000,000
September 2, 1994                  None                       None                    None
(Appointment of
Successor Trustee)
May 1, 1996                    Series No. 3               $125,000,000            $125,000,000
November 1, 1996               Series No. 4               $250,000,000            $175,000,000
February 1, 1997               Series No. 5               $150,000,000                None
April 1, 1998                  Series No. 6               $250,000,000            $250,000,000
August 15, 2002                Series No. 7               $48,750,000             $48,750,000
September 1, 2002              Series No. 8               $600,000,000            $600,000,000




                                  SCHEDULE A-1

EX-4.05

                                                                    Exhibit 4.05



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




                          SUPPLEMENTAL TRUST INDENTURE

                                      FROM

                         NORTHERN STATES POWER COMPANY


                                       TO

                           BNY MIDWEST TRUST COMPANY
                                    TRUSTEE

                            DATED AS OF JUNE 1, 2002



                                SUPPLEMENTAL TO

                                TRUST INDENTURE
                             DATED FEBRUARY 1, 1937

                                      AND

                           SUPPLEMENTAL AND RESTATED
                             TRUST INDENTURE DATED
                                  MAY 1, 1988




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














                                TABLE OF CONTENTS




                                                                                                               Page
                                                                                                         
ARTICLE I. SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE.......................8
         SECTION 1.01.............................................................................................8

ARTICLE II. FORM AND EXECUTION OF BONDS..........................................................................10
         SECTION 2.01............................................................................................10
         SECTION 2.02............................................................................................11
         SECTION 2.02............................................................................................11
         SECTION 2.04............................................................................................11
         SECTION 2.05............................................................................................11
         SECTION 2.06............................................................................................11

ARTICLE III. APPOINTMENT OF AUTHENTICATING AGENT.................................................................12
         SECTION 3.01............................................................................................12
         SECTION 3.02............................................................................................12
         SECTION 3.03............................................................................................13
         SECTION 3.04............................................................................................13

ARTICLE IV. FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE.......................................13
         SECTION 4.02............................................................................................13
         SECTION 4.03............................................................................................13
         SECTION 4.04............................................................................................14
         SECTION 4.05............................................................................................14
         SECTION 4.06............................................................................................17

ARTICLE V. AMENDMENTS TO INDENTURE...............................................................................17
         SECTION 5.01............................................................................................17

ARTICLE VI. MISCELLANEOUS........................................................................................18
         SECTION 6.01............................................................................................18
         SECTION 6.02............................................................................................18
         SECTION 6.03............................................................................................18
         SECTION 6.04............................................................................................18
         SECTION 6.05............................................................................................19
         SECTION 6.06............................................................................................19

Schedule A......................................................................................................A-1














         SUPPLEMENTAL TRUST INDENTURE, made as of the 1ST day of June, 2002, but
effective as of August 12, 2002, by and between NORTHERN STATES POWER COMPANY
(formerly Northern Power Corporation), a corporation duly organized and existing
under and by virtue of the laws of the State of Minnesota, having its principal
office in the City of Minneapolis in said State (the "Company"), party of the
first part, and BNY MIDWEST TRUST COMPANY, 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 and the successor to
Harris Trust and Savings Bank, as Trustee (the "Trustee"), party of the second
part;

                                   WITNESSETH:

         WHEREAS, a predecessor in interest to the Company, Xcel Energy Inc.
(formerly Northern States Power Company), a corporation duly organized and
existing under and by virtue of the laws of the State of Minnesota (the
"Predecessor Company"), heretofore has executed and delivered to the Trustee its
Trust Indenture (the "1937 Indenture"), made as of February 1, 1937, whereby the
Predecessor Company granted, bargained, sold, warranted, released, conveyed,
assigned, transferred, mortgaged, pledged, set over, and confirmed to the
Trustee, and to its respective successors in trust, all property, real,
personal, and mixed then owned or thereafter acquired or to be acquired by the
Predecessor Company (except as therein excepted from the lien thereof) and
subject to the rights reserved by the Predecessor Company in and by the
provisions of the 1937 Indenture, to be held by said Trustee in trust in
accordance with 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 Predecessor Company heretofore has executed and delivered
to the Trustee a Supplemental Trust Indenture, made as of June 1, 1942, whereby
the Predecessor Company conveyed, assigned, transferred, mortgaged, pledged, set
over, and confirmed to the Trustee, and its respective successors in said trust,
additional property acquired by it subsequent to the date of the 1937 Indenture;
and


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




DATE OF SUPPLEMENTAL TRUST INDENTURE                DESIGNATION OF SERIES
- ------------------------------------                -------------------------------------
                                                 
February 1, 1944                                    Series due February 1, 1974 (retired)
October 1, 1945                                     Series due October 1, 1975 (retired)
July 1, 1948                                        Series due July 1, 1978 (retired)
August 1, 1949                                      Series due August 1, 1979 (retired)
June 1, 1952                                        Series due June 1, 1982 (retired)








DATE OF SUPPLEMENTAL TRUST INDENTURE                DESIGNATION OF SERIES
- ------------------------------------                -------------------------------------
                                                 
October 1, 1954                                     Series due October 1, 1984 (retired)
September 1, 1956                                   Series due 1986 (retired)
August 1, 1957                                      Series due August 1, 1987 (redeemed)
July 1, 1958                                        Series due July 1, 1988 (retired)
December 1, 1960                                    Series due December 1, 1990 (retired)
August 1, 1961                                      Series due August 1, 1991 (retired)
June 1, 1962                                        Series due June 1, 1992 (retired)
September 1, 1963                                   Series due September 1, 1993 (retired)
August 1, 1966                                      Series due August 1, 1996 (redeemed)
June 1, 1967                                        Series due June 1, 1995 (redeemed)
October 1, 1967                                     Series due October 1, 1997 (redeemed)
May 1, 1968                                         Series due May 1, 1998 (redeemed)
October 1, 1969                                     Series due October 1, 1999 (redeemed)
February 1, 1971                                    Series due March 1, 2001 (redeemed)
May 1, 1971                                         Series due June 1, 2001 (redeemed)
February 1, 1972                                    Series due March 1, 2002 (redeemed)
January 1, 1973                                     Series due February 1, 2003 (redeemed)
January 1, 1974                                     Series due January 1, 2004 (redeemed)
September 1, 1974                                   Pollution Control Series A (redeemed)
April 1, 1975                                       Pollution Control Series B (redeemed)
May 1, 1975                                         Series due May 1, 2005 (redeemed)
March 1, 1976                                       Pollution Control Series C (retired)
June 1, 1981                                        Pollution Control Series D, E and F (redeemed)
December 1, 1981                                    Series due December 1, 2011 (redeemed)
May 1, 1983                                         Series due May 1, 2013 (redeemed)
December 1, 1983                                    Pollution Control Series G (redeemed)
September 1, 1984                                   Pollution Control Series H (redeemed)
December 1, 1984                                    Resource Recovery Series I (redeemed)
May 1, 1985                                         Series due June 1, 2015 (redeemed)
September 1, 1985                                   Pollution Control Series J, K and L
July 1, 1989                                        Series due July 1, 2019 (redeemed)
June 1, 1990                                        Series due June 1, 2020 (redeemed)
October 1, 1992                                     Series due October 1, 1997 (retired)
April 1, 1993                                       Series due April 1, 2003
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
April 1, 1997                                       Pollution Control Series M (redeemed), N, O and P
March 1, 1998                                       Series due March 1, 2023 and March 1, 2028
May 1, 1999                                         Resource Recovery Series Q
June 1, 2000                                        Resource Recovery Series R; and



                                       2








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


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


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


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


         WHEREAS, the Predecessor Company heretofore has executed and delivered
to the Trustee a Supplemental and Restated Trust Indenture, dated May 1, 1988
(the "Restated Indenture"), which, in addition to conveying, assigning,
transferring, mortgaging, pledging, setting over, and confirming to the Trustee,
and its respective successors in said trust, additional property acquired by it
subsequent to the preparation of the next preceding Supplemental Trust
Indenture, amended and restated the Original Indenture; 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, pursuant to the Agreement of Resignation, Appointment and
Acceptance dated as of May 1, 2002 among the Company, BNY Midwest Trust Company,
as successor trustee, and Harris Trust and Savings Bank, the Trustee accepted
the rights, powers, duties and obligations of the trustee under the Indenture
effective as of May 9, 2002; and


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


         WHEREAS, the Company is entering into a Credit Agreement dated as of
August 15, 2002 among the Company, Wells Fargo Bank, National Association, as
Lead Arranger and Administrative Agent (the "Administrative Agent"), and the
other banks party thereto


                                       3








(collectively, the "Banks"), pursuant to which the Company can borrow up to
300,000,000 at any one time outstanding; and


         WHEREAS, in order to secure the Company's Obligations under and as
defined in the Credit Agreement, the Company desires to provide for the issuance
under the Indenture to the Administrative Agent, for the benefit of itself, the
Co-Agents and the Banks, of a new series of bonds to be designated "First
Mortgage Bonds, Series due August 15, 2003 (the "Bonds"); and


         WHEREAS, the Bonds 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)
                          NORTHERN STATES POWER COMPANY
             (Incorporated under the laws of the State of Minnesota)
                               First Mortgage Bond
                           Series due August 15, 2003


No. _________                                                        $__________





         THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH APPLICABLE SECURITIES LAWS.


         PURSUANT TO A SECURITY AGREEMENT (THE "PLEDGE AGREEMENT") DATED AUGUST
15, 2002 BETWEEN THE COMPANY (AS DEFINED BELOW) AND THE ADMINISTRATIVE AGENT (AS
DEFINED BELOW), THIS BOND AND ALL PROCEEDS THEREOF HAVE BEEN PLEDGED TO SECURE
CERTAIN OBLIGATIONS OF THE COMPANY. THE PLEDGE AGREEMENT SETS FORTH VARIOUS
PROVISIONS REGARDING (AMONG OTHER THINGS) THE PAYMENT OF AND VOTING RIGHTS WITH
RESPECT TO THIS BOND. THE COMPANY AND (BY THEIR ACCEPTANCE THEREOF) EACH HOLDER
OF THIS BOND AGREE THAT THE RIGHTS OF THE PARTIES WITH RESPECT TO THIS BOND
SHALL IN ALL RESPECTS BE SUBJECT TO SUCH LIMITATIONS AND OTHER PROVISIONS OF THE
PLEDGE AGREEMENT.


         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 Wells Fargo Bank, National Association, as
Administrative Agent (the "Administrative Agent"), on behalf of itself and the
Banks (as defined below), 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, on August
15, 2003 (the "Stated Maturity Date") or upon earlier declaration of
acceleration the sum of _________________________ Dollars ($___________).
Interest shall be payable on this bond from the date hereof on the Stated
Maturity Date or upon earlier declaration of acceleration at the office of the
Trustee in Chicago, Illinois, or, at the option of the registered owner, the
agency of the Company in the Borough of Manhattan, City and State of New York,
at a rate equal to the


                                       4








rate of interest publicly announced from time to time by the Administrative
Agent as its "prime" or "base" rate or, if the Administrative Agent ceases to
announce a rate so designated, any similar rate designated by the Administrative
Agent, plus in either case 200 basis points. This bond shall bear interest from
the date hereof. Payment of the principal and interest on this bond shall be
made in the lawful money of the United States.


         This bond is issued to the Administrative Agent by the Company pursuant
to the Company's obligations under the Credit Agreement, dated as of August 15,
2002 (as amended, supplemented, restated or otherwise modified from time to
time, the "Credit Agreement"), among the Company, the Administrative Agent, and
the other banks party thereto from time to time (collectively, the "Banks").
This bond shall be held by the Administrative Agent subject to the terms of the
Credit Agreement and the Security Agreement dated as of August 15, 2002 between
the Company and the Administrative Agent.


         It shall be an additional term and condition of the bonds of this
series that, in the event (i) an Event of Default under and as defined in the
Credit Agreement has occurred under Section 7.1(a) of the Credit Agreement by
reason of a failure by the Company to make a payment of principal or interest
when the same shall be due and payable pursuant to the Credit Agreement or (ii)
the Notes (as defined in the Credit Agreement) are declared due and payable
pursuant to Section 7.2 of the Credit Agreement, then the occurrence of either
such event shall be deemed to be a completed default, for purposes of Section
1(a) of Article XIII of the Original Indenture prior to the Effective Date (as
defined below), and a Completed Default, for purposes of Section 13.01(a) of the
Indenture on and after the Effective Date, and the definitions of completed
default and Completed Default in the Original Indenture and the Indenture,
respectively, are modified accordingly for purposes of the bonds of this series.


         The Trustee may conclusively presume that the obligation of the Company
to pay the principal of and interest on this bond shall have been fully
satisfied and discharged unless and until it shall have received a written
notice from the Administrative Agent, signed by an authorized officer of the
Administrative Agent and attested by the Secretary or an Assistant Secretary of
the Administrative Agent, stating that the payment of principal of or interest
on this bond has not been fully paid when due and specifying the amount of funds
required to make such payment.


         This bond has been issued by the Company to the Administrative Agent to
(i) provide for the payment of the Company's obligations to make payments to any
person under the Credit Agreement and (ii) provide to such persons the benefits
of the security provided for this bond pursuant to the Indenture.


         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 49 supplemental trust indentures (collectively, the
"Supplemental Indentures" and together with the 1937 Indenture, the "Original
Indenture"), a Supplemental and Restated Trust Indenture



                                       5








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 BNY Midwest Trust Company, as successor 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, including the New Supplemental 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 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 by the Company prior to the
Stated Maturity Date 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 registered
owner at the agency of the Company in the Borough of Manhattan,


                                       6








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 this series, 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 BNY Midwest Trust Company, as Trustee under the Indenture, or
its successor thereunder.


         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 as of _________________               NORTHERN STATES POWER COMPANY





Attest:                                     By:
       -------------------------------         ---------------------------------
         Secretary                                  President




                                       7









                         (Form of Trustee's Certificate)


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

                                             BNY MIDWEST TRUST COMPANY,
                                             As Trustee,


                                             By:________________________________
                                                   Authorized Officer

and


         WHEREAS, the Company is desirous of conveying, assigning, transferring,
mortgaging, pledging, setting over, and confirming to the Trustee and to its
respective successors in trust, additional property acquired by it subsequent to
the date of the preparation of the Supplemental Trust Indenture dated as of
August 1, 2000; 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 BNY Midwest Trust Company, as Trustee, and its successors
in the trust under the Indenture for the benefit of those who hold or shall hold
the bonds, or any of them, issued or to be issued thereunder as follows:


                                   ARTICLE I.
                  SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO
                       THE LIEN OF THE 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



                                       8








presents does grant, bargain, sell, warrant, release, convey, assign, transfer,
mortgage, pledge, set over, and confirm to the Trustee and to its respective
successors in said trust forever, subject to the rights reserved by the Company
in and by the provisions of the Indenture, all of the property described and
mentioned or enumerated in a schedule annexed hereto and marked Schedule A,
reference to said schedule being made hereby with the same force and effect as
if the same were incorporated herein at length; together with all and singular
the tenements, hereditaments, and appurtenances belonging and in any way
appertaining to the aforesaid property or any part thereof with the reversion
and reversions, remainder and remainders, tolls, rents and revenues, issues,
income, products, and profits thereof;


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


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


         All the estate, right, title, interest, and claim, whatsoever, at law
as well as in equity, which the Company now has or hereafter may acquire in and
to the aforesaid property and every part and parcel thereof subject, however, to
the right of the Company, 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



                                       9








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.


                                   ARTICLE II.
                           FORM AND EXECUTION OF BONDS


         SECTION 2.01. There hereby is created, for issuance under the
Indenture, a series of bonds designated Series due August 15, 2003 in the
aggregate principal amount of $308,000,000, which shall bear the descriptive
title "First Mortgage Bonds, Series due August 15, 2003" (the "Bonds"), and the
form thereof shall contain suitable provisions with respect to the matters
hereafter specified in this Section. The Bonds shall be issued as registered
bonds without coupons in denominations of a multiple of $1,000 and shall be
substantially of the tenor and purport hereinbefore recited. The principal
amount of the Bonds shall be payable on August 15, 2003 (the "Stated Maturity
Date") or upon earlier declaration of acceleration. Interest shall be payable on
the Bonds on the Stated Maturity Date or upon earlier declaration of
acceleration at a rate equal to the rate of interest publicly announced from
time to time by the Administrative Agent as its "prime" or "base" rate or, if
the Administrative Agent ceases to announce a rate so designated, any similar
rate designated by the Administrative Agent, plus in either case 200 basis
points. The Bonds shall bear interest from August 15, 2002. Principal and
interest on the Bonds 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. Payment of the
principal and interest on the Bonds shall be made in the lawful money of the
United States.


         The Bonds are being issued to the Administrative Agent by the Company
pursuant to the Company's obligations under the Credit Agreement and shall be
held by the Administrative Agent subject to the terms of the Credit Agreement
and the Security Agreement dated as of August 15, 2002 between the Company and
the Administrative Agent.


         It shall be an additional term and condition of the Bonds that, in the
event (i) an Event of Default under and as defined in the Credit Agreement has
occurred under Section 7.1(a) of the Credit Agreement by reason of a failure by
the Company to make a payment of principal or interest when the same shall be
due and payable pursuant to the Credit Agreement or (ii) the Notes (as defined
in the Credit Agreement) are declared due and payable pursuant to Section 7.2 of
the Credit Agreement, then the occurrence of either such event shall be deemed
to be a completed default, for purposes of Section 1(a) of Article XIII of the
Original Indenture prior to the Effective Date, and a Completed Default, for
purposes of Section 13.01(a) of the Indenture on and after the Effective Date,
and the definitions of completed default and Completed Default



                                       10








in the Original Indenture and the Indenture, respectively, are modified
accordingly for purposes of the Bonds.


         The Bonds have been issued by the Company to the Administrative Agent
to (i) provide for the payment of the Company's obligations to make payments to
any person under the Credit Agreement and (ii) provide to such persons the
benefits of the security provided for the Bonds pursuant to the Indenture.


         SECTION 2.02. The Bonds are not redeemable by the Company prior to the
Stated Maturity Date for any reason and are not subject to a sinking fund.


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


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


         SECTION 2.05. The Bonds, 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 of 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. The registered holder of all of the Bonds shall be the
Administrative Agent.


                                       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, 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 Company agrees to pay to any authenticating agent,
appointed in accordance with the provisions of this Section 3.02, reasonable
compensation for its services.


                                       12








         SECTION 3.03. If an appointment is made pursuant to this Article III,
the registered Bonds, shall have endorsed thereon, in addition to the Trustee's
Certificate, an alternate Trustee's Certificate in the following form:


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


                                            BNY MIDWEST TRUST COMPANY,
                                            as Trustee,



                                            By _________________________________
                                                     Authenticating Agent,


                                            By _________________________________
                                                      Authorized Officer.


         SECTION 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.


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


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


         SECTION 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


                                       13








terms and conditions thereof is hereby made with the same force and effect as if
incorporated herein at length, are as follows.



FIRST MORTGAGE BONDS                                                 PRINCIPAL AMOUNT
- ----------------------------------------                       ----------------------------
                                                            
Series due April 1, 2003                                                   $80,000,000
Series due December 1, 2005                                                $70,000,000
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, 2025                                                   $250,000,000
Pollution Control Series N                                                 $27,900,000
Pollution Control Series O                                                 $50,000,000
Pollution Control Series P                                                 $50,000,000
Series due March 1, 2028                                                  $150,000,000
Series due March 1, 2003                                                  $100,000,000
Resource Recovery Series Q                                                 $15,170,000
Resource Recovery Series R                                                 $19,615,000
Series Due August 15, 2003                                                $308,000,000



         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


         Supplemental Indenture
                  Dated June 1, 1952



                                       14








         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



                                       15







         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



                                       16







         Supplemental Indenture
                  Dated June 1, 1990


         Supplemental Indenture
                  Dated October 1, 1992


         Supplemental Indenture
                  Dated April 1, 1993


         Supplemental Indenture
                  Dated December 1, 1993


         Supplemental Indenture
                  Dated February 1, 1994


         Supplemental Indenture
                  Dated October 1, 1994


         Supplemental Indenture
                  Dated June 1, 1995


         Supplemental Indenture
                  Dated April 1, 1997


         Supplemental Indenture
                  Dated March 1, 1998


         Supplemental Indenture
                  Dated May 1, 1999


         Supplemental Indenture
                  Dated June 1, 2000


         Supplemental Indenture
                  Dated August 1, 2000


         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.


                                   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


                                       17








a bond of any series (including the Bonds) 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, June 1, 1995, April
1, 1997, March 1, 1997, March 1, 1998, May 1, 1999, June 1, 2000 and August 1,
2000.


         SECTION 6.03. (a) If any provision of the Indenture or this
Supplemental Trust Indenture limits, qualifies, or conflicts with another
provision of the Indenture required to be included in indentures qualified under
the Trust Indenture Act of 1939 (as 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.



                                       18







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


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


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


         The principal amount of obligations to be issued forthwith under the
Indenture is $308,000,000.



                                       19






         IN WITNESS WHEREOF, on this ____ day of August, 2002, 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 as of June 1, 2002, 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 BNY MIDWEST TRUST COMPANY, 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 as of June 1, 2002, to be signed by its
President, a Vice President, or an Assistant Vice President, and attested by its
Secretary, an Assistant Secretary, or an Assistant Vice President for and in its
behalf.

                                           NORTHERN STATES POWER COMPANY


                                           -------------------------------------
                                           By: Paul E. Pender
                                               Its: Vice President and Treasurer

Attest:


- ------------------------------------
Nancy Haley
Assistant Secretary


Executed by Northern States Power Company
   in presence of:



- ------------------------------------                            (CORPORATE SEAL)
Mary Schell, Witness



- ------------------------------------
Elizabeth Blohm, Witness



                                       20






                                           BNY MIDWEST TRUST COMPANY, as Trustee


                                           -------------------------------------
                                           By: J. Bartolini
                                               Its:Vice President

Attest:


- ------------------------------------
M. Callahan
Assistant Vice President

Executed by BNY Midwest Trust Company in
   presence of:


- ------------------------------------
 K. Gibson, Witness                                             (CORPORATE SEAL)


- ------------------------------------
A. Hernandez, Witness




                                       21






STATE OF MINNESOTA                       )
                                         )     ss.
COUNTY OF HENNEPIN                       )

         On this ____ day of August, A.D. 2002, before me, Sharon Quellhorst, a
Notary Public in and for said County in the State aforesaid, personally appeared
Paul E. Pender and Nancy Haley, to me personally known, and to me known to be
Vice President and Treasurer and Assistant Secretary, respectively, of Northern
States Power Company, one of the corporations described in and which executed
the within and foregoing instrument, and who, being by me severally duly sworn,
each did say that he, the said Paul E. Pender is Vice President and Treasurer,
and she, the said Nancy Haley, is Assistant 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 Paul E. Pender and Nancy Haley each acknowledged said
instrument to be the free act and deed of said corporation and that such
corporation executed the same.


         WITNESS my hand and notarial seal this ____ day of August, A.D. 2002.




______________________________________                             (NOTARY SEAL)
Sharon Quellhorst
Notary Public
My commission expires January 31, 2005




                                       22







STATE OF MINNESOTA                       )
                                         )     ss.
COUNTY OF HENNEPIN                       )

         Paul E. Pender and Nancy Haley, being severally duly sworn, each
deposes and says that he, the said Paul E. Pender, is Vice President and
Treasurer, and she, the said Nancy Haley, is Assistant 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
or herself 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.


- ----------------------------------          ------------------------------------
Paul E. Pender                              Nancy Haley


         Subscribed and sworn to before me this ____ day of August, A.D. 2002.




______________________________________                             (NOTARY SEAL)
Sharon Quellhorst
Notary Public
My commission expires January 31, 2005




                                       23






STATE OF ILLINOIS                        )
                                         )     ss.
COUNTY OF COOK                           )

         On this ____ day of August, A.D. 2002, before me, L. Garcia, a Notary
Public in and for said County in the State aforesaid, personally appeared J.
Bartolini and M. Callahan, to me personally known, and to me known to be Vice
President and Assistant Vice President, respectively, of BNY Midwest Trust
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 she, the said J. Bartolini is Vice President, and she, the said M.
Callahan, is Assistant Vice President, of said BNY Midwest Trust 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 J.
Bartolini and M. Callahan each acknowledged said instrument to be the free act
and deed of said corporation and that such corporation executed the same.


         WITNESS my hand and notarial seal this ____ day of August, A.D. 2002.




______________________________________                             (NOTARY SEAL)
L. Garcia
Notary Public
My commission expires July 8, 2006



                                       24







STATE OF ILLINOIS                        )
                                         )     ss.
COUNTY OF COOK                           )

         J. Bartolini and M. Callahan, being severally duly sworn, each for
herself deposes and says that she, the said J. Bartolini, is Vice President, and
she, the said M. Callahan, is Assistant Vice President, of BNY Midwest Trust
Company, the corporation described in and which executed the within and
foregoing Supplemental Trust Indenture, as mortgagee, and each for herself
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.


- ---------------------------------           ------------------------------------
J. Bartolini                                M. Callahan


         Subscribed and sworn to before me this ____ day of August, A.D. 2002.




______________________________________                             (NOTARY SEAL)
L. Garcia
Notary Public
My commission expires July 8, 2006




                                       25









                                   SCHEDULE A


         The property referred to in Article I of the foregoing Supplemental
Trust Indenture from Northern States Power Company to BNY Midwest Trust Company,
Trustee, made as of June 1, 2002, 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.


                      PROPERTIES IN THE STATE OF MINNESOTA


                                   LYON COUNTY


The following described real property, situate, lying and being in the County of
Lyon, to wit:


Lyon County Substation


The South 833 feet of the West 833 feet of the Southwest Quarter (SW1/4) of
Section Twenty-eight (28), Township One Hundred Twelve (112), Range Forty (40).

















         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.

EX-4.06

                                                                    Exhibit 4.06



                          SUPPLEMENTAL TRUST INDENTURE


                                      FROM


                          NORTHERN STATES POWER COMPANY


                                       TO


                            BNY MIDWEST TRUST COMPANY
                                     TRUSTEE


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

                               DATED JULY 1, 2002


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

                         SUPPLEMENTAL TO TRUST INDENTURE
                             DATED FEBRUARY 1, 1937


                                       AND


                            SUPPLEMENTAL AND RESTATED
                                 TRUST INDENTURE
                                DATED MAY 1, 1988








                                                                                                               PAGE

                                                                                                        
ARTICLE I.        SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE...............9

         Section 1.01.     ......................................................................................9

ARTICLE II.       PROVISIONS OF BONDS OF POLLUTION CONTROL SERIES S.............................................11

         Section 2.01.     .....................................................................................11

         Section 2.02.     .....................................................................................11

         Section 2.03.     .....................................................................................12

         Section 2.04.     .....................................................................................13

         Section 2.05.     .....................................................................................13

ARTICLE III.      FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE................................13

         Section 3.01.     .....................................................................................13

         Section 3.02.     .....................................................................................13

         Section 3.03.     .....................................................................................13

         Section 3.04.     .....................................................................................14

         Section 3.05.     .....................................................................................14

         Section 3.06.     .....................................................................................17

ARTICLE IV.       AMENDMENTS TO INDENTURE.......................................................................17

         Section 4.01.     .....................................................................................17

ARTICLE V.        MISCELLANEOUS.................................................................................18

         Section 5.01.     .....................................................................................18

         Section 5.02.     .....................................................................................18

         Section 5.03.     .....................................................................................18

         Section 5.04.     .....................................................................................19

         Section 5.05.     .....................................................................................19

         Section 5.06.     .....................................................................................19

         Schedule A        ....................................................................................A-1



                                      -i-






         SUPPLEMENTAL TRUST INDENTURE, MADE AS OF THE 1ST DAY OF JULY, 2002, BY
AND BETWEEN NORTHERN STATES POWER COMPANY (formerly Northern Power Corporation),
a corporation duly organized and existing under and by virtue of the laws of the
State of Minnesota, having its principal office in the City of Minneapolis,
Minnesota (the "Company"), party of the first part, and BNY MIDWEST TRUST
COMPANY, 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, Illinois, successor to Harris Trust and Savings Bank, as Trustee (the
"Trustee"), party of the second part;

WITNESSETH:

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

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

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




                 DATE OF SUPPLEMENTAL
                   TRUST INDENTURE                   DESIGNATION OF SERIES
                 ------------------                  ---------------------
                                               
                 February 1, 1944                    Series due February 1, 1974 (retired)
                 October 1, 1945                     Series due October 1, 1975 (retired)
                 July 1, 1948                        Series due July 1, 1978 (retired)
                 August 1, 1949                      Series due August 1, 1979 (retired)






                 DATE OF SUPPLEMENTAL
                   TRUST INDENTURE                   DESIGNATION OF SERIES
                 ------------------                  ---------------------
                                               
                 June 1, 1952                        Series due June 1, 1982 (retired)
                 October 1, 1954                     Series due October 1, 1984 (retired)
                 September 1, 1956                   Series due 1986 (retired)
                 August 1, 1957                      Series due August 1, 1987 (redeemed)
                 July 1, 1958                        Series due July 1, 1988 (retired)
                 December 1, 1960                    Series due December 1, 1990 (retired)
                 August 1, 1961                      Series due August 1, 1991 (retired)
                 June 1, 1962                        Series due June 1, 1992 (retired)
                 September 1, 1963                   Series due September 1, 1993 (retired)
                 August 1, 1966                      Series due August 1, 1996 (redeemed)
                 June 1, 1967                        Series due June 1, 1995 (redeemed)
                 October 1, 1967                     Series due October 1, 1997 (redeemed)
                 May 1, 1968                         Series due May 1, 1998 (redeemed)
                 October 1, 1969                     Series due October 1, 1999 (redeemed)
                 February 1, 1971                    Series due March 1, 2001 (redeemed)
                 May 1, 1971                         Series due June 1, 2001 (redeemed)
                 February 1, 1972                    Series due March 1, 2002 (redeemed)
                 January 1, 1973                     Series due February 1, 2003 (redeemed)
                 January 1, 1974                     Series due January 1, 2004 (redeemed)
                 September 1, 1974                   Pollution Control Series A (redeemed)
                 April 1, 1975                       Pollution Control Series B (redeemed)
                 May 1, 1975                         Series due May 1, 2005 (redeemed)
                 March 1, 1976                       Pollution Control Series C (retired)
                 June 1, 1981                        Pollution Control Series D, E and F (redeemed)
                 December 1, 1981                    Series due December 1, 2011 (redeemed)
                 May 1, 1983                         Series due May 1, 2013 (redeemed)
                 December 1, 1983                    Pollution Control Series G (redeemed)
                 September 1, 1984                   Pollution Control Series H (redeemed)
                 December 1, 1984                    Resource Recovery Series I (redeemed)
                 May 1, 1985                         Series due June 1, 2015 (redeemed)
                 September 1, 1985                   Pollution Control Series J, K and L
                 July 1, 1989                        Series due July 1, 2019 (redeemed)
                 June 1, 1990                        Series due June 1, 2020 (redeemed)
                 October 1, 1992                     Series due October 1, 1997 (retired)
                 April 1, 1993                       Series due April 1, 2003
                 December 1, 1993                    Series due December 1, 2000 (retired), and December 1, 2005
                 February 1, 1994                    Series due February 1, 1999 (retired)
                 October 1, 1994                     Series due October 1, 2001 (retired)
                 June 1, 1995                        Series due July 1, 2025
                 April 1, 1997                       Pollution Control Series M (redeemed), N, O and P
                 March 1, 1998                       Series due March 1, 2003, and March 1, 2028
                 May 1, 1999                         Resource Recovery Series Q
                 June 1, 2000                        Resource Recovery Series R
                 June 1, 2002                        Series due August 15, 2003; and



                                       2





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

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

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

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

         WHEREAS, the Predecessor Company heretofore has executed and delivered
to the Trustee a Supplemental and Restated Trust Indenture, dated May 1, 1988
(the "Restated Indenture"), which, in addition to conveying, assigning,
transferring, mortgaging, pledging, setting over, and confirming to the Trustee,
and its respective successors in said trust, additional property acquired by it
subsequent to the preparation of the next preceding Supplemental Trust
Indenture, amended and restated the Original Indenture; 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, pursuant to the Agreement of Resignation, Appointment and
Acceptance dated as of May 1, 2002 among the Company, BNY Midwest Trust Company,
as successor trustee, and Harris Trust and Savings Bank, the Trustee accepted
the rights, powers, duties and obligations of the trustee under the Indenture
effective as of May 9, 2002; and


                                       3





         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 City of Becker, in the County of Sherburne, a municipal
corporation existing under the Constitution and laws of the State of Minnesota
(the "City") has issued $69,000,000 principal amount of its Pollution Control
Revenue Refunding Bonds (Northern States Power Company - Sherburne County
Generating Station Units 1 and 2 Project), Series 2000-A (the "Pollution Control
Revenue Bonds") pursuant to the provisions of the Indenture of Trust, dated as
of March 1, 2000, as supplemented by Supplemental Indenture No. 1, dated as of
August 1, 2002, and Supplemental Indenture No. 2, dated as of August 20, 2002
(as supplemented, the "Pollution Control Indenture"), between the City and Wells
Fargo Bank Minnesota, National Association, as Trustee (said Trustee or any
successor trustee under the Pollution Control Indenture being hereinafter
referred to as the "Pollution Control Trustee"); and

         WHEREAS, the net proceeds of the Pollution Control Revenue Bonds were
loaned by the City to the Company pursuant to the provisions of a Loan Agreement
dated as of March 1, 2000, between the City and the Company (as amended, the
"Agreement"), to provide a portion of the funds to refinance the acquisition,
construction and equipping of certain air and water pollution control facilities
relating to the first and second electric generating units located in the City
at the Company's Sherburne County Generating Station, owned jointly by the
Company and Southern Minnesota Municipal Power Agency; and

         WHEREAS, payments by the Company under and pursuant to the Agreement
have been assigned by the City to the Pollution Control Trustee in order to
secure the payment of the Pollution Control Revenue Bonds; and

         WHEREAS, in order to further secure the payment of the Pollution
Control Revenue Bonds, the Company desires to provide for the issuance under the
Indenture to the Pollution Control Trustee of a new series of bonds designated
"First Mortgage Bonds, Pollution Control Series S" (sometimes called "Bonds of
Pollution Control Series S"), in a principal amount equal to the principal
amount of the Pollution Control Revenue Bonds, and with corresponding terms and
maturity, the Bonds of Pollution Control Series S to be issued as registered
bonds without coupons in denominations of a multiple of $5,000; and

         WHEREAS, the Bonds of Pollution Control Series S are to be
substantially in the form and tenor following, to-wit:

                  (Form of Bonds of Pollution Control Series S)

         This Bond has not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in contravention of said Act and is not
transferable except to a successor Trustee under the Indenture of Trust dated as
of March 1, 2000, as amended, from the City of Becker, Minnesota (the "City"),
to Wells Fargo Bank Minnesota, National Association, as Trustee.



                                       4






                          NORTHERN STATES POWER COMPANY

             (Incorporated under the laws of the State of Minnesota)

                               First Mortgage Bond

                           Pollution Control Series S

No._________                                                         $69,000,000

         Northern States Power Company, a corporation organized and existing
under and by virtue of the laws of the State of Minnesota (herein called the
"Company"), for value received, hereby promises to pay to Wells Fargo Bank
Minnesota, National Association, Minneapolis, Minnesota, as Trustee under the
Indenture of Trust dated as of March 1, 2000, as supplemented by Supplemental
Indenture No. 1, dated as of August 1, 2002, and Supplemental Indenture No. 2,
dated as of August 20, 2002 (as supplemented, the "Pollution Control Indenture")
from the City of Becker, Minnesota (the "City"), to Wells Fargo Bank Minnesota,
National Association, Minneapolis, Minnesota, or any successor trustee under the
Pollution Control Indenture (the "Pollution Control Trustee") and at the office
of BNY Midwest Trust Company, Chicago, Illinois, successor to Harris Trust and
Savings Bank, as trustee (the "Trustee") the sum of Sixty-Nine Million Dollars
in lawful money of the United States of America on the Demand Redemption Date,
as hereinafter defined, and to pay on the Demand Redemption Date to the
Pollution Control Trustee, interest hereon from the Initial Interest Accrual
Date, as hereinafter defined, to the Demand Redemption Date at the same rate or
rates per annum then and thereafter from time to time borne by the Pollution
Control Revenue Refunding Bonds (Northern States Power Company - Sherburne
County Generating Station Units 1 and 2 Project), Series 2000-A (the "Pollution
Control Revenue Bonds"), in like money, said interest being payable at the
office of the Trustee in Chicago, Illinois, subject to the provisions
hereinafter set forth in the event of a rescission of a Redemption Demand, as
hereinafter defined.

         This bond is one of a duly authorized issue of bonds of the Company,
known as its First Mortgage Bonds, unlimited in aggregate principal amount,
which issue of bonds consists, or may consist of several series of varying
denominations, dates and tenors, all issued and to be issued under and equally
secured (except in so far 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 50 supplemental trust indentures
(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 the Trustee. The 1937 Indenture, as supplemented by
the Supplemental Indentures, the Restated Indenture and the New Supplemental
Indenture, is referred to as the "Indenture". Reference is hereby 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.


                                       5






         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/or the
holders of the bonds, and/or the terms and provisions of the Indenture and/or 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 disqualified from voting by reason of the Company's interest
therein as provided in the Indenture); provided that without the consent of all
holders of all bonds affected no such modification or alteration shall permit
the extension of the maturity of the principal of any bond or the reduction in
the rate of interest thereon or any other modification in the terms of payment
of such principal or interest. The 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.

         This bond is one of a series of bonds of the Company issued under the
Indenture and designated as First Mortgage Bonds, Pollution Control Series S.
The bonds of this Series have been issued to the Pollution Control Trustee under
the Pollution Control Indenture to secure payment of the Pollution Control
Revenue Bonds issued by the City under the Pollution Control Indenture, the
proceeds of which have been or are to be loaned to the Company pursuant to the
provisions of the Loan Agreement dated as of March 1, 2000 (the "Agreement")
between the Company and the City. The maturity of the obligation represented by
the bonds of this Series is April 1, 2030. The date of maturity of the
obligation represented by the bonds of this Series is hereinafter referred to as
the Final Maturity Date. The bonds of this Series shall bear interest from the
Initial Interest Accrual Date, as hereinafter defined, at the same rate or rates
per annum then and thereafter from time to time borne by the Pollution Control
Revenue Bonds.

         Except as provided in the next succeeding paragraph, in the event of a
default under Section 8.01 of the Agreement or in the event of a default in the
payment of the principal of, premium, if any, or interest (and such default in
the payment of interest continues for the full grace period, if any, permitted
by the Pollution Control Indenture and the Pollution Control Revenue Bonds) on
the Pollution Control Revenue Bonds, whether at maturity, by acceleration, by
sinking fund, redemption or otherwise, as and when the same becomes due, the
bonds of this Series shall be redeemable in whole upon receipt by the Trustee of
a written demand (hereinafter called a "Redemption Demand") from the Pollution
Control Trustee stating that there has been such a default, stating that it is
acting pursuant to the authorization granted by Section 8.03 of the Pollution
Control Indenture, specifying the last date to which interest on the Pollution
Control


                                       6






Revenue Bonds has been paid (such date being hereinafter referred to as the
"Initial Interest Accrual Date") and demanding redemption of the bonds of this
Series. The Trustee shall, within 10 days after receiving such Redemption
Demand, mail a copy thereof to the Company marked to indicate the date of its
receipt by the Trustee. Promptly upon receipt by the Company of such copy of a
Redemption Demand, the Company shall fix a date on which it will redeem the
bonds of this Series so demanded to be redeemed (hereinafter called the "Demand
Redemption Date"). Notice of the date fixed as and for the Demand Redemption
Date shall be mailed by the Company to the trustee at least 30 days prior to
such Demand Redemption Date. The date to be fixed by the Company as and for the
Demand Redemption Date may be any date up to and including the earlier of (i)
the 120th day after receipt by the Trustee of the Redemption Demand or (ii) the
Final Maturity Date, provided that if the Trustee shall not have received such
notice fixing the Demand Redemption Date within 90 days after receipt by it of
the Redemption Demand, the Demand Redemption Date shall be deemed to be the
earlier of (i) the 120th day after receipt by the Trustee of the Redemption
Demand or (ii) the Final Maturity Date. The Trustee shall mail notice of the
Demand Redemption Date (such notice being hereafter called the "Demand
Redemption Notice") to the Pollution Control Trustee not more than 10 nor less
than five days prior to the Demand Redemption Date. Notwithstanding the
foregoing, if a default to which this paragraph is applicable is existing on the
Final Maturity Date, such date shall be deemed to be the Demand Redemption Date
without further action (including actions specified in this paragraph) by the
Pollution Control Trustee, the Trustee or the Company. The bonds of this Series
shall be redeemed by the Company on the Demand Redemption Date, upon surrender
thereof by the Pollution Control Trustee to the Trustee, at a redemption price
equal to the principal amount thereof, plus accrued interest thereon at the rate
per annum set forth in the first paragraph of this Bond, from the Initial
Interest Accrual Date to the Demand Redemption Date. If a Redemption Demand is
rescinded by the Pollution Control Trustee by written notice to the Trustee
prior to the Demand Redemption Date, no Demand Redemption Notice shall be given,
or, if already given, shall be automatically annulled, and interest on the bonds
of this Series shall cease to accrue, all interest accrued thereon shall be
automatically rescinded and cancelled and the Company shall not be obligated to
make any payments of principal of or interest on the bonds of this Series; but
no such rescission shall extend to or affect any subsequent default or impair
any right consequent thereon.

         In the event that all of the bonds outstanding under the Indenture
shall have become immediately due and payable, whether by declaration or
otherwise, and such acceleration shall not have been annulled, the bonds of this
Series shall bear interest at the rate per annum set forth in the first
paragraph of this Bond, from the Initial Interest Accrual Date, as specified in
a written notice to the Trustee from the Pollution Control Trustee, and the
principal of and interest on the bonds of this Series from the Initial Interest
Accrual Date shall be payable in accordance with the provisions of the
Indenture.

         Upon payment of the principal of and premium, if any, and interest on
the Pollution Control Revenue Bonds, whether at maturity or prior to maturity by
redemption or otherwise, and the surrender thereof to and cancellation thereof
by the Pollution Control Trustee (other than any Pollution Control Revenue Bond
that was cancelled by the Pollution Control Trustee and for which one or more
other Pollution Control Revenue Bonds were delivered and authenticated pursuant
to the Pollution Control Indenture in lieu of or in exchange or substitution for
such cancelled Pollution Control Revenue Bond), or upon provision for the
payment thereof having



                                       7






been made in accordance with the Pollution Control Indenture, bonds of this
Series in a principal amount equal to the principal amount of the Pollution
Control Revenue Bonds so surrendered and cancelled or for the provision for
which payment has been made shall be deemed fully paid and the obligations of
the Company thereunder shall be terminated, and such bonds of this Series shall
be surrendered by the Pollution Control Trustee to the Trustee and shall be
cancelled by the Trustee.

         No recourse shall be had for the payment of, or interest, if any, on
this bond, or any part thereof, or of any claim based hereon or in respect
hereof or of the Indenture, against any incorporator, or any past, present or
future stockholder, 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.

         The 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 BNY Midwest Trust Company, as Trustee under the Indenture, or its
successor thereunder.

         IN WITNESS WHEREOF, NORTHERN STATES POWER COMPANY has caused this
instrument to be signed 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.


                                            BNY MIDWEST TRUST COMPANY,
                                                    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,



                                       8





additional property acquired by it subsequent to the date of the preparation of
the Supplemental Trust Indenture dated as of August 1, 2000; and

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

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

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

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

             ARTICLE I. SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY
                      TO THE LIEN OF THE 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, 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



                                       9






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 Restated 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.



                                       10





         ARTICLE II. PROVISIONS OF BONDS OF POLLUTION CONTROL SERIES S

         SECTION 2.01. There is hereby created, for issuance under the
Indenture, a series of bonds designated Pollution Control Series S, each of
which shall bear the descriptive title "First Mortgage Bonds, Pollution Control
Series S" and the form thereof shall contain suitable provisions with respect to
the matters specified in this section. The Bonds of Pollution Control Series S
shall be printed, lithographed or typewritten and shall be substantially of the
tenor and purport previously recited. The Bonds of Pollution Control Series S
shall be issued as registered bonds without coupons in denominations of a
multiple of $5,000 and shall be registered in the name of the Pollution Control
Trustee. The Bonds of Pollution Control Series S shall be dated as of the date
of their authentication.

         The Bonds of Pollution Control Series S shall be payable, both as to
principal and interest, at the office of the Trustee in Chicago, Illinois, in
lawful money of the United States of America. The maturity of the obligation
represented by the Bonds of Pollution Control Series S is April 1, 2030. The
date of maturity of the obligation represented by the Bonds of Pollution Control
Series S is hereinafter referred to as the Series S Final Maturity Date. The
Bonds of Pollution Control Series S shall bear interest from the Series S
Initial Interest Accrual Date, as hereinafter defined, at the same rate or rates
then and thereafter from time to time borne by the Pollution Control Revenue
Bonds.

         SECTION 2.02. Except as provided in the next succeeding paragraph of
this Section 2.02, in the event of a default under Section 8.01 of the Agreement
or in the event of a default in the payment of the principal of, premium, if
any, or interest on the Pollution Control Revenue Bonds, whether at maturity, by
acceleration, by sinking fund, redemption or otherwise, as and when the same
becomes due, the Bonds of Pollution Control Series S shall be redeemable in
whole upon receipt by the Trustee of a written demand (hereinafter called a
"Series S Redemption Demand") from the Pollution Control Trustee stating that
there has been such a default, stating that it is acting pursuant to the
authorization granted by Section 8.03 of the Pollution Control Indenture,
specifying the last date to which interest on the Pollution Control Revenue
Bonds has been paid (such date being hereinafter referred to as the "Series S
Initial Interest Accrual Date") and demanding redemption of the Bonds of
Pollution Control Series S. The Trustee shall, within 10 days after receiving
such Series S Redemption Demand, mail a copy thereof to the Company marked to
indicate the date of its receipt by the Trustee. Promptly upon receipt by the
Company of such copy of a Series S Redemption Demand, the Company shall fix a
date on which it will redeem the Bonds of Pollution Control Series S so demanded
to be redeemed (hereinafter called the "Series S Demand Redemption Date").
Notice of the date fixed as the Series S Demand Redemption Date shall be mailed
by the Company to the Trustee at least 30 days prior to such Series S Demand
Redemption Date. The date to be fixed by the Company as and for the Series S
Demand Redemption Date may be any date up to and including the earlier of (i)
the 120th day after receipt by the Trustee of the Series S Redemption Demand or
(ii) the Series S Final Maturity Date; provided that if the Trustee shall not
have received such notice fixing the Series S Demand Redemption Date within 90
days after receipt by it of the Series S Redemption Demand, the Series S Demand
Redemption Date shall be deemed to be the earlier of (i) the 120th day after
receipt by the Trustee of the Series S Redemption Demand or (ii) the Series S
Final Maturity Date. The Trustee shall mail notice of the Series S Demand
Redemption Date (such notice being hereinafter called the "Series S Demand
Redemption Notice") to the


                                       11






Pollution Control Trustee not more than 10 nor less than five days prior to
the Series S Demand Redemption Date. Notwithstanding the foregoing, if a default
to which this paragraph is applicable is existing on the Series S Final Maturity
Date, such date shall be deemed to be the Demand Redemption Date without further
action (including actions specified in this paragraph) by the Pollution Control
Trustee, the Trustee or the Company. The Bonds of Pollution Control Series S
shall be redeemed by the Company on the Series S Demand Redemption Date, upon
surrender thereof by the Pollution Control Trustee to the Trustee, at a
redemption price equal to the principal amount thereof, plus accrued interest
thereon at the rate per annum set forth in Section 2.01 hereof, from the Series
S Initial Interest Accrual Date to the Series S Demand Redemption Date. If a
Series S Redemption Demand is rescinded by the Pollution Control Trustee by
written notice to the Trustee prior to the Series S Demand Redemption Date, no
Series S Demand Redemption Notice shall be given, or, if already given, shall be
automatically annulled, and interest on the Bonds of Pollution Control Series S
shall cease to accrue, all interest accrued thereon shall be automatically
rescinded and cancelled and the Company shall not be obligated to make any
payments of principal of or interest on the Bonds of Pollution Control Series S;
but no such rescission shall extend to or affect any subsequent default or
impair any right consequent thereon.

         In the event that all of the bonds outstanding under the Indenture
shall have become immediately due and payable, whether by declaration or
otherwise, and such acceleration shall not have been annulled, the Bonds of
Pollution Control Series S shall bear interest at the rate per annum set forth
in Section 2.01 hereof; from the Series S Initial Interest Accrual Date, as
specified in a written notice to the Trustee from the Pollution Control Trustee,
and the principal of and interest on the Bonds of Pollution Control Series S
from the Series S Initial Interest Accrual Date shall be payable in accordance
with the provisions of the Indenture.

         Anything herein contained to the contrary notwithstanding, the Trustee
is not authorized to take any action pursuant to a Series S Redemption Demand or
a rescission thereof or a written notice required by this Section 2.02, and such
Series S Redemption Demand, rescission or notice shall be of no force or effect,
unless it is executed in the name of the Pollution Control Trustee by one of its
Vice Presidents.

         SECTION 2.03. Upon payment of the principal of and premium, if any, and
interest on the Pollution Control Revenue Bonds, whether at maturity or prior to
maturity by redemption or otherwise, and the surrender thereof to and
cancellation thereof by the Pollution Control Trustee (other than any Pollution
Control Revenue Bond that was cancelled by the Pollution Control Trustee and for
which one or more other Pollution Control Revenue Bonds were delivered and
authenticated pursuant to the Pollution Control Indenture), or upon provision
for the payment thereof having been made in accordance with the Pollution
Control Indenture, Bonds of Pollution Control Series S in a principal amount
equal to the principal amount of the Pollution Control Revenue Bonds so
surrendered and cancelled or for the provision for which payment has been made
shall be deemed fully paid and the obligations of the Company thereunder shall
be terminated, and such Bonds of Pollution Control Series S shall be surrendered
by the Pollution Control Trustee to the Trustee and shall be cancelled and
disposed of by the Trustee in accordance with its customary procedures, and a
certificate of such cancellation and destruction shall be delivered to the
Company.


                                       12






         SECTION 2.04. The Pollution Control Trustee as the registered holder of
the Bonds of Pollution Control Series S, at its option may surrender the same at
the office of the Trustee, in Chicago, Illinois, or elsewhere, if authorized by
the Company, for cancellation, in exchange for other bonds of the same series of
the same aggregate principal amount. Thereupon, and upon receipt of any payment
required under the provisions of Section 2.05 hereof, the Company shall execute
and deliver to the Trustee and the Trustee shall authenticate and deliver such
other registered bonds to such registered holder at its office or at any other
place specified as aforesaid.

         SECTION 2.05. No charge shall be made by the Company for any exchange
or transfer of Bonds of Pollution Control Series S other than for taxes or other
governmental charges, if any that may be imposed in relation thereto.


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

         SECTION 3.01. The name and address of the debtor and secured party are
set forth below:

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

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

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

         SECTION 3.02. 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 3.03. 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:



                FIRST MORTGAGE BONDS                                         PRINCIPAL AMOUNT
                --------------------                                         ----------------
                                                                       
                Series due April 1, 2003...................................   $ 80,000,000
                Series due December 1, 2005................................   $ 70,000,000
                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, 2025....................................   $250,000,000



                                       13




                                                                        
                Pollution Control Series N.................................   $ 27,900,000
                Pollution Control Series O.................................   $ 50,000,000
                Pollution Control Series P.................................   $ 50,000,000
                Resource Recovery Series Q.................................   $ 15,170,000
                Resource Recovery Series R.................................   $ 19,615,000
                Series due March 1, 2003...................................   $100,000,000
                Series due March 1, 2028...................................   $150,000,000
                Series due August 15, 2003.................................   $308,000,000
                Pollution Control Series S.................................   $ 69,000,000



         SECTION 3.04. This Financing Statement is hereby adopted for all of the
First Mortgage Bonds of the series mentioned above secured by said Indenture.

         SECTION 3.05. 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

Supplemental Indenture
     Dated June 1, 1952

Supplemental Indenture
     Dated October 1, 1954

Supplemental Indenture
     Dated September 1, 1956


                                       14





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



                                       15





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 Indenture
     Dated May 1, 1988

Supplemental Indenture
     Dated July 1, 1989



                                       16




Supplemental Indenture
     Dated June 1, 1990

Supplemental Indenture
     Dated October 1, 1992

Supplemental Indenture
     Dated April 1, 1993

Supplemental Indenture
     Dated December 1, 1993

Supplemental Indenture
     Dated February 1, 1994

Supplemental Indenture
     Dated October 1, 1994

Supplemental Indenture
     Dated June 1, 1995

Supplemental Indenture
     Dated April 1, 1997

Supplemental Indenture
     Dated March 1, 1998

Supplemental Indenture
     Dated May 1, 1999

Supplemental Indenture
     Dated June 1, 2000

Supplemental Indenture
     Dated August 1, 2000

Supplemental Indenture
     Dated June 1, 2002

         SECTION 3.06. The property covered by this Financing Statement also
shall secure additional series of First Mortgage Bonds of the debtor which may
be issued from time to time in the future in accordance with the provisions of
the Indenture.

                      ARTICLE IV. AMENDMENTS TO INDENTURE

         SECTION 4.01. 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



                                       17






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 Trust Indenture dated
May 1, 1985. Each holder or registered owner of a bond of any series (including
Bonds of Pollution Control Series S) 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 V. MISCELLANEOUS

         SECTION 5.01. The recitals of fact herein, except the recital that the
Trustee has duly determined to execute this Supplemental Trust Indenture and be
bound, insofar as it may lawfully so do, by the provisions hereof and in the
bonds shall be taken as statements of the Company and shall not be construed as
made by the Trustee. The Trustee makes no representations as to the value of any
of the property subject to the lien of the Indenture, or any part thereof, or as
to the title of the Company thereto, or as to the security afforded thereby and
hereby, or as to the validity of this Supplemental Trust Indenture or of the
bonds issued under the Indenture by virtue hereof (except the Trustee's
certificate) and the Trustee shall incur no responsibility in respect of such
matters.

         SECTION 5.02. 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, June 1, 1995, April
1, 1997, March 1, 1998, May 1, 1999, June 1, 2000, August 1, 2000 and June 1,
2002.

         SECTION 5.03. (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
amended (as enacted prior to the date of this Supplemental Trust Indenture) by
any of the provisions of Sections 310 to 317, inclusive, of the said Act, such
required provision shall control.

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


                                       18






         SECTION 5.04. 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 5.05. Wherever in this Supplemental Trust Indenture either of
the parties hereto is named or referred to, this shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements in
this Supplemental Trust Indenture contained by or on behalf of the Company or by
or on behalf of the Trustee shall bind and inure to the benefit of the
respective successors and assigns of such parties, whether so expressed or not.

         SECTION 5.06. (a) This Supplemental Trust Indenture may be
simultaneously executed in several counterparts, and all said counterparts
executed and delivered, each as an original, shall constitute but one and the
same instrument.

         (b) The Table of Contents and the descriptive headings of the several
Articles of this Supplemental 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
$69,000,000.

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


                                       19





         IN WITNESS WHEREOF, on this 15th day of August, A.D. 2002, 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 July 1, 2002, 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 BNY MIDWEST TRUST COMPANY, 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 July 1, 2002, to be signed by its President,
a Vice President, or an Assistant Vice President, and attested by its Secretary
or an Assistant Secretary, for and in its behalf.


                                        NORTHERN STATES POWER COMPANY


                                        ----------------------------------------
                                        By:  Paul E. Pender
                                             Its:  Vice President and Treasurer
Attest:



- --------------------------------------
Nancy Haley
Assistant Secretary

Executed by Northern States
Power Company in the presence of:


- --------------------------------------                          (CORPORATE SEAL)
Mary Schell, Witness


- --------------------------------------
Elizabeth Blohm, Witness







                                           BNY MIDWEST TRUST COMPANY,
                                           as Trustee


                                           -------------------------------------
                                           By: J. Bartolini
                                               Its: Vice President
Attest:



- -------------------------------------
M. Callahan
Assistant Vice President


Executed by BNY Midwest Trust Company
in the presence of:


- -------------------------------------                           (CORPORATE SEAL)
K. Gibson, Witness


- -------------------------------------
A. Hernandez, Witness







STATE OF MINNESOTA           )
                             )      ss.:
COUNTY OF HENNEPIN           )


         On this 15th day of August A.D. 2002, before me, Sharon Quellhorst, a
Notary Public in and for said County in the State aforesaid, personally appeared
Paul E. Pender, and Nancy Haley, to me personally known, and to me known to be
the Vice President and Treasurer and Assistant Secretary, respectively, of
Northern States Power Company, one of the corporations described in and which
executed the within and foregoing instrument, and who, being by me severally
duly sworn, each for himself, did say that he, the said Paul E. Pender is a Vice
President and Treasurer, and she, the said Nancy Haley is the Assistant
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 on behalf of said corporation
by authority of its stockholders and board of directors; and said Paul E. Pender
and Nancy Haley 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 15th day of August, A.D. 2002.


                                                                   (NOTARY SEAL)
- ----------------------------------------
Sharon Quellhorst
Notary Public

My Commission Expires:  January 31, 2005








STATE OF MINNESOTA           )
                             )      ss.:
COUNTY OF HENNEPIN           )


         Paul E. Pender and Nancy Haley, being severally duly sworn, each
deposes and says that he, the said Paul E. Pender is Vice President and
Treasurer, and she, the said Nancy Haley is Assistant 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.


- ---------------------------------        ---------------------------------------
Paul E. Pender                            Nancy Haley


         Subscribed and sworn to before me this 15th day of August, A.D. 2002.

                                                                   (NOTARY SEAL)
- ---------------------------------
Sharon Quellhorst
Notary Public

My Commission Expires:  January 31, 2005








STATE OF ILLINOIS          )
                           )   ss.:
COUNTY OF COOK             )


         On this _____ day of _______________, A.D. 2002, before me, L. Garcia,
a Notary Public in and for said County in the State aforesaid, personally
appeared J. Bartolini and M. Callahan to me personally known, and to me known to
be the Vice President and Assistant Vice President, respectively, of BNY Midwest
Trust 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 she, the said J. Bartolini, is Vice President, and she, the
said M. Callahan, is the Assistant Vice President, of said BNY Midwest Trust
Company, a corporation; that the seal affixed to the within and foregoing
instrument is the corporate seal of said corporation, and that said instrument
was executed on behalf of said corporation by authority of its board of
directors; and said J. Bartolinli and M. Callahan each acknowledged said
instrument to be the free act and deed of said corporation and that such
corporation executed the same.

         WITNESS my hand and notarial seal, this _____ day of _______________,
A.D. 2002.


                                                                   (NOTARY SEAL)
- ------------------------------------
L. Garcia
Notary Public

My Commission Expires:  July 8, 2006








STATE OF ILLINOIS        )
                         )    ss.:
COUNTY OF COOK           )


         J. Bartolini and M. Callahan, being severally duly sworn, each for
himself deposes and says that she, the said J. Bartolini, is Vice President, and
she, the said M. Callahan, is Assistant Vice President, of BNY Midwest Trust
Company, the corporation described in and which executed the within and
foregoing Supplemental Trust Indenture, as mortgagee; and each for himself
further says that said Supplemental Trust Indenture was executed in good faith,
and not for the purpose of hindering, delaying, or defrauding any creditor of
the mortgagor.

- ----------------------------------        --------------------------------------
J. Bartolini                              M. Callahan


         Subscribed and sworn to before me this __________ day of
_______________, A.D. 2002.


                                                                   (NOTARY SEAL)
- ---------------------------------
L. Garcia
Notary Public

My Commission Expires:  July 8, 2006









                                   SCHEDULE A

         The property referred to in Article I of the foregoing Supplemental
Trust Indenture from Northern States Power Company to BNY Midwest Trust Company,
Trustee, made as of July 1, 2002 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. PROPERTIES IN THE STATE OF MINNESOTA

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

         1.   Lot 1, Block 1, Ceridian 2nd Addition, according to the
              recorded plat thereof, Hennepin County, Minnesota.

              Together with and subject to the easements filed with the Hennepin
              County Recorder's Office as Document Nos. 3714541, 6584907 and
              6987085 to the extent such easements are appurtenant to the
              above-referenced real property.

                      II. TRANSMISSION LINES OF THE COMPANY

         The electric transmission lines of the Company, including towers,
poles, pole lines, wire, switch racks, switchboards, insulators, and other
appliances and equipment, and all other property forming a part thereof or
appertaining thereto, and all service lines extending therefrom; together with
all rights for or relating to the construction, maintenance of operation
thereof, through, over, under, or upon any private property of public streets or
highways within as well as without the corporate limits of any municipal
corporation, and particularly the following described lines, to-wit:

                            IN THE STATE OF MINNESOTA

                                    
Line 0808           0.56 Miles (U.G.)     High Bridge-Rogers Lake-Airport-Bloomington-Wilson
                                          Hennepin Co., MN., Sec 36, T28N, R23W

Line 5531           14.91 Miles           Pipestone-Chanerambie
                                          Pipestone Co., MN., Sec 12, T106N, R46W
                                          Pipestone Co., MN., Sec's 4, 7, 8, 9, T106N, R45W
                                          Pipestone Co., MN., Sec's 33, 34, 35, 36, T107N, R45W
                                          Pipestone Co., MN., Sec's 31, 32, 33, 34, 35, 36, T107N, R44W
                                          Murray Co., MN., Sec 1, T106N, R43W
                                          Murray Co., MN., Sec 31, T105N, R43W

Line 0832           8.68 Miles            Black Dog-Burnsville-Lake Marion
                                          Waseca Co., MN., Sec 18, T107N, R22W






                                      A-1




                                    
                                          Waseca Co., MN., Sec's 1, 12, 13, T107N, R23W
                                          Waseca Co., MN., Sec's 1, 12, 13, 24, 25, 36, T108 N, R23W

Line 0832           7.28 Miles            Black Dog-Burnsville-Lake Marion
                                          LeSueur Co., MN., Sec's 35, 36, T109N, R23W
                                          Rice Co., MN., Sec's 17, 20, 29, 30, T109N, R22W

Line 0703           6.62 Miles            Yankee Doodle-Northfield (Tap to Kegan Lake and Air Lake)
                                          Dakota Co., MN., Sec's 31, 32, 33, T114N, R20W
                                          Dakota Co., MN., Sec 36, T114N, R21W
                                          Scott Co., MN., Sec's 1, 12, 13, T113N, R21W




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

         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.



                                      A-2

EX-99.01

                                                                   EXHIBIT 99.01

             UTILITY SUBSIDIARIES OF XCEL ENERGY CAUTIONARY FACTORS

The Private Securities Litigation Reform Act provides a "safe harbor" for
forward-looking statements to encourage such disclosures without the threat of
litigation, providing those statements are identified as forward-looking and are
accompanied by meaningful, cautionary statements identifying important factors
that could cause the actual results to differ materially from those projected in
the statement. Forward-looking statements are made in written documents and oral
presentations of the Utility Subsidiaries of Xcel Energy. These statements are
based on management's beliefs as well as assumptions and information currently
available to management. When used in the Utility Subsidiaries of Xcel Energy's
documents or oral presentations, the words "anticipate," "estimate," "expect,"
"projected," objective," "outlook," "forecast," "possible," "potential" and
similar expressions are intended to identify forward-looking statements. In
addition to any assumptions and other factors referred to specifically in
connection with such forward-looking statements, factors that could cause the
actual results of the Utility Subsidiaries of Xcel Energy to differ materially
from those contemplated in any forward-looking statements include, among others,
the following:

o    Economic conditions, including inflation rates and monetary fluctuations;

o    The risk of a significant slowdown in growth or decline in the U.S.
     economy, the risk of delay in growth recovery in the U.S. economy or the
     risk of increased cost for insurance premiums, security and other items as
     a consequence of the Sept. 11, 2001, terrorist attacks;

o    Trade, monetary, fiscal, taxation and environmental policies of
     governments, agencies and similar organizations in geographic areas where
     the Utility Subsidiaries of Xcel Energy have a financial interest;

o    Customer business conditions, including demand for their products or
     services and supply of labor and materials used in creating their products
     and services;

o    Financial or regulatory accounting principles or policies imposed by the
     Financial Accounting Standards Board, the SEC, the Federal Energy
     Regulatory Commission and similar entities with regulatory oversight;

o    Availability or cost of capital such as changes in: interest rates; market
     perceptions of the utility industry, Xcel Energy or any of its
     subsidiaries; or security ratings;

o    Factors affecting utility and nonutility operations such as unusual weather
     conditions; catastrophic weather-related damage; unscheduled generation
     outages, maintenance or repairs; unanticipated changes to fossil fuel,
     nuclear fuel or gas supply costs or availability due to higher demand,
     shortages, transportation problems or other developments; nuclear or
     environmental incidents; or electric transmission or gas pipeline
     constraints;

o    Employee workforce factors, including loss or retirement of key executives,
     collective bargaining agreements with union employees, or work stoppages;

o    Increased competition in the utility industry;

o    State, federal and foreign legislative and regulatory initiatives that
     affect cost and investment recovery, have an impact on rate structures and
     affect the speed and degree to which competition enters the electric and
     gas markets; industry restructuring initiatives; transmission system
     operation and/or administration initiatives; recovery of investments made
     under traditional regulation; nature of competitors entering the industry;
     retail wheeling; a new pricing structure; and former customers entering the
     generation market;

o    Rate-setting policies or procedures of regulatory entities, including
     environmental externalities, which are values established by regulators
     assigning environmental costs to each method of electricity generation when
     evaluating generation resource options;

o    Nuclear regulatory policies and procedures, including operating regulations
     and spent nuclear fuel storage;

o    Social attitudes regarding the utility and power industries;

o    Risks associated with the California and other western power markets;

o    Cost and other effects of legal and administrative proceedings,
     settlements, investigations and claims;

o    Technological developments that result in competitive disadvantages and
     create the potential for impairment of existing assets;

o    Factors associated with nonregulated investments, including conditions of
     final legal closing, foreign government actions, foreign economic and
     currency risks, political instability in foreign countries, partnership
     actions, competition, operating risks, dependence on certain suppliers and
     customers, domestic and foreign environmental and energy regulations; and

o    Other business or investment considerations that may be disclosed from time
     to time in the SEC filings of the Utility Subsidiaries of Xcel Energy or in
     other publicly disseminated written documents.

The Utility Subsidiaries of Xcel Energy undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. The foregoing review of factors should
not be construed as exhaustive.

EX-99.02

                                           EXHIBIT 99.02 - OFFICER CERTIFICATION


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of NSP-Minnesota on Form 10-Q
for the quarter ended Sept. 30, 2002, as filed with the Securities and Exchange
Commission on the date hereof (Form 10-Q), each of the undersigned officers of
the NSP-Minnesota certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such
officer's knowledge:

         (1)      The Form 10-Q fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Form 10-Q fairly presents, in
                  all material respects, the financial condition and results of
                  operations of Xcel Energy as of the dates and for the periods
                  expressed in the Form 10-Q.



Date: Nov. 14, 2002
                                /s/ Wayne H. Brunetti
                                -----------------------------------------------
                                Wayne H. Brunetti
                                Chairman, President and Chief Executive Officer

                                /s/ Richard C. Kelly
                                -----------------------------------------------
                                Richard C. Kelly
                                Vice President and Chief Financial Officer


         The foregoing certification is being furnished solely pursuant to 18
U.S.C. Section 1350 and is not being filed as part of the Report or as a
separate disclosure document.

EX-99.03

                                           EXHIBIT 99.03 - OFFICER CERTIFICATION


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of NSP-Wisconsin on Form 10-Q
for the quarter ended Sept. 30, 2002, as filed with the Securities and Exchange
Commission on the date hereof (Form 10-Q), each of the undersigned officers of
the NSP-Wisconsin certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such
officer's knowledge:

         (1)      The Form 10-Q fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Form 10-Q fairly presents, in
                  all material respects, the financial condition and results of
                  operations of Xcel Energy as of the dates and for the periods
                  expressed in the Form 10-Q.

Date: Nov. 14, 2002


                                /s/ Wayne H. Brunetti
                                -----------------------------------------------
                                Wayne H. Brunetti
                                Chairman, President and Chief Executive Officer

                                /s/ Richard C. Kelly
                                -----------------------------------------------
                                Richard C. Kelly
                                Vice President and Chief Financial Officer




         The foregoing certification is being furnished solely pursuant to 18
U.S.C. Section 1350 and is not being filed as part of the Report or as a
separate disclosure document.

EX-99.04

                                           EXHIBIT 99.04 - OFFICER CERTIFICATION


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of PSCo on Form 10-Q for the
quarter ended Sept. 30, 2002, as filed with the Securities and Exchange
Commission on the date hereof (Form 10-Q), each of the undersigned officers of
the PSCo certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's
knowledge:

         (1)      The Form 10-Q fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Form 10-Q fairly presents, in
                  all material respects, the financial condition and results of
                  operations of Xcel Energy as of the dates and for the periods
                  expressed in the Form 10-Q.



Date: Nov. 14, 2002
                                /s/ Wayne H. Brunetti
                                -----------------------------------------------
                                Wayne H. Brunetti
                                Chairman, President and Chief Executive Officer

                                /s/ Richard C. Kelly
                                -----------------------------------------------
                                Richard C. Kelly
                                Vice President and Chief Financial Officer


         The foregoing certification is being furnished solely pursuant to 18
U.S.C. Section 1350 and is not being filed as part of the Report or as a
separate disclosure document.

EX-99.05

                                           EXHIBIT 99.05 - OFFICER CERTIFICATION


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of SPS on Form 10-Q for the
quarter ended Sept. 30, 2002, as filed with the Securities and Exchange
Commission on the date hereof (Form 10-Q), each of the undersigned officers of
the SPS certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's
knowledge:

         (1)      The Form 10-Q fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Form 10-Q fairly presents, in
                  all material respects, the financial condition and results of
                  operations of Xcel Energy as of the dates and for the periods
                  expressed in the Form 10-Q.



Date: Nov. 14, 2002
                                /s/ GARY L. GIBSON
                                -----------------------------------------------
                                Gary L. Gibson
                                President and Chairman

                                /s/ Richard C. Kelly
                                -----------------------------------------------
                                Richard C. Kelly
                                Vice President and Chief Financial Officer




         The foregoing certification is being furnished solely pursuant to 18
U.S.C. Section 1350 and is not being filed as part of the Report or as a
separate disclosure document.