-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TwTDfrM8qt1qnxZhJ1hlt4+vfglxojXcTUr+isgvPNqafZck6BZIQmcZzSplta28 I+ZsP/QFN91jSfCkNTZsKA== 0001047469-99-032366.txt : 19990817 0001047469-99-032366.hdr.sgml : 19990817 ACCESSION NUMBER: 0001047469-99-032366 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19990816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN STATES POWER CO /WI/ CENTRAL INDEX KEY: 0000072909 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 390508315 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-85267 FILM NUMBER: 99691992 BUSINESS ADDRESS: STREET 1: 100 N BARSTOW ST CITY: EAU CLAIRE STATE: WI ZIP: 54702 BUSINESS PHONE: 7158392592 MAIL ADDRESS: STREET 1: P O BOX 8 CITY: EAU CLAIRE STATE: WI ZIP: 54702-008 S-3 1 S-3 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ NORTHERN STATES POWER COMPANY (Exact name of registrant as specified in its charter) WISCONSIN 39-0508315 (State or other (I.R.S. Employer jurisdiction of Identification incorporation or No.) organization)
P.O. BOX 8, EAU CLAIRE, WISCONSIN 54702 (715) 839-1382 (Address, including zip code, and telephone number, including area code, of principal executive offices) JEROME L. LARSEN JOHN D. WILSON President and Chief Executive Officer Vice President-Regulatory Affairs and Northern States Power Company General Counsel P.O. Box 8 Northern States Power Company Eau Claire, Wisconsin 54702 P.O. Box 8 (715) 839-2578 Eau Claire, Wisconsin 54702 (715) 836-1131 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ COPY TO PETER D. CLARKE Gardner, Carton & Douglas 321 North Clark Street Chicago, Illinois 60610 (312) 245-8685 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. ------------------------ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ------------------------ CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE Debt Securities............................ $80,000,000 100%(1) $80,000,000 $22,240(2)
(1) Estimated solely for the purpose of determining the registration fee. (2) Calculated pursuant to Rule 457(o). ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION DATED AUGUST 16, 1999 PROSPECTUS [LOGO] NORTHERN STATES POWER COMPANY (a Wisconsin corporation) 100 North Barstow Street P.O. Box 8 Eau Claire, Wisconsin 54703 (715) 830-2621 DEBT SECURITIES ------------------ We may offer for sale from time to time up to $80,000,000 aggregate principal amount of our unsecured debt securities (the "Securities"). We may sell the Securities in one or more series through (i) underwriters or dealers, (ii) directly to a limited number of institutional purchasers, or (iii) agents. See "Plan of Distribution." The particular type of security being sold as well as the amount and terms of the sale of such Securities will be determined at the time of sale and included in a prospectus supplement that will accompany this Prospectus. Such Prospectus Supplement will include if applicable: - The names of any underwriters, dealers or agents involved in the distribution of the Securities; - Any applicable commissions or discounts and the net proceeds to the Company from such sale; - The aggregate principal amount and offering price of the Securities; - The rate or rates (or method of calculation) of interest; - The time or times and place of payment of interest; - The maturity date or dates; and - Any redemption terms or other specific terms of such series of Securities. ------------------------ NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ THE DATE OF THIS PROSPECTUS IS , 1999. ABOUT THIS PROSPECTUS This Prospectus is part of a registration statement that we filed with the SEC utilizing a "shelf" registration process. Under this shelf process, we may, over the next two years, sell up to a total dollar amount of $80,000,000 of the Securities described in this prospectus in one or more offerings. This Prospectus provides you with a general description of the Securities we may offer. Each time we sell Securities, we will provide a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. You should read both this Prospectus and any Prospectus Supplement together with additional information described under the heading "WHERE YOU CAN FIND MORE INFORMATION." We believe we have included all information material to investors but certain details that may be important for specific investment purposes have not been included. To see more detail, you should read the exhibits filed with this registration statement. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the Company's Annual Report on Form 10-K for the year ended December 31, 1998, the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999 and any future filing made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of the Securities. We are not required to, and do not, provide annual reports to holders of our Securities unless specifically requested by a holder. You may request a copy of these filings at no cost, by writing or telephoning us at the following address: Treasurer Northern States Power Company P.O. Box 8 Eau Claire, Wisconsin 54702 (712) 839-1382 You should rely only on the information incorporated by reference or provided in this Prospectus or any Prospectus Supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these Securities in any state where the offer is not permitted. You should not assume that the information in this Prospectus or any Prospectus Supplement is accurate as of any date other than the date on the front of those documents. [LOGO] Northern States Power Company (the "Company"), incorporated in 1901 under the laws of Wisconsin as the La Crosse Gas and Electric Company, is an operating public utility company with executive offices at 100 North Barstow Street, Eau Claire, Wisconsin 54703 (Phone: (715) 839-1382). We are a wholly-owned subsidiary of Northern States Power Company, a Minnesota corporation ("NSP-Minnesota"). We are engaged in the generation, transmission, and distribution of electricity to approximately 210,000 retail customers in an area of approximately 18,900 square miles in northwestern Wisconsin, to approximately 9,100 electric retail customers in an area of approximately 300 square miles in the western portion of the Upper Peninsula of Michigan, and to ten wholesale customers in the same general area. We are also engaged in the distribution and sale of natural gas in the same service territory to approximately 78,000 customers in Wisconsin and 5,000 customers in Michigan. In 1998, we derived 83 percent of our total operating revenues from our electric utility operations and 17 percent from our gas utility operations. As of December 31, 1998, we had 955 full-time equivalent employees including 863 full-time employees. PROPOSED MERGER On March 24, 1999, NSP-Minnesota and New Century Energies, Inc., a Delaware corporation ("NCE"), entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for a strategic business combination of NCE and NSP-Minnesota. Pursuant to the Merger Agreement, NCE will be merged with and into NSP-Minnesota with NSP-Minnesota as the surviving corporation in the Merger (the "Merger"). The Merger was approved by the shareholders of both NSP-Minnesota and NCE on June 28, 1999. Consummation of the Merger is subject to certain closing conditions, including, among others, approval or regulatory review by certain state utilities regulators, the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended, the Federal Energy Regulatory Commission, the Nuclear Regulatory Commission, the Federal Communications Commission and expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. In July 1999, NSP-Minnesota and NCE filed merger applications in Minnesota, North Dakota, Colorado, Wyoming, Texas, New Mexico, Kansas and at the FERC. Each of NCE and NSP-Minnesota have agreed to certain undertakings and limitations regarding the conduct of their businesses prior to the closing of the transaction. Upon completion of the Merger, NSP-Minnesota will register as a holding company under the Public Utility Holding Company Act of 1935. The Merger is expected to take from 12 to 18 months from the date of announcement to complete. Following the completion of the Merger, the Securities and our other outstanding debt will be unaffected and remain our exclusive obligations, and not become obligations of NSP-Minnesota or any other subsidiary of NSP-Minnesota. USE OF PROCEEDS We will add the net proceeds from the sale of the Securities to our general funds and use such proceeds for general corporate purposes, which may include the payment at maturity or the redemption, refunding, refinancing or purchase of one or more series of outstanding first mortgage bonds, and the repayment of outstanding short-term borrowings incurred in connection with our continuing construction program. Our short-term borrowings aggregated $40.4 million as of June 30, 1999. The specific allocation of the proceeds of a particular series of the Securities will be described in the Prospectus Supplement. 2 RATIO OF EARNINGS TO FIXED CHARGES
12 MONTHS YEAR ENDED DECEMBER 31, ENDED -------------------------------- JUNE 30, 1999 1998 1997 1996 1995 1994 --------------- ----- ----- ----- ----- ----- Ratio of Earning to Fixed Charges....... 4.1 3.7 4.4 4.3 4.2 4.2
For purposes of computing the ratio of earnings to fixed charges, (i) earnings consist of income from continuing operations plus fixed charges, federal and state income taxes, deferred income taxes and investment tax credits; and (ii) fixed charges consist of interest on long-term debt, other interest charges, the interest component on leases and amortization of debt discount, premium and expense. The annual interest requirement on long-term debt of the Company outstanding at June 30, 1999, was $16,179,000. DESCRIPTION OF SECURITIES GENERAL This description of the Securities summarizes selected provisions of the indenture under which the Securities will be issued. This summary is not complete. The form of the indenture has been filed as an exhibit to the registration statement and you should read the indenture for provisions that may be important to you. In this summary below, we have included references to section numbers of the indenture so that you can easily locate these provisions. Capitalized terms used in the summary have the meanings specified in the indenture. We are not required to issue future issues of debt securities under the indenture described in this Prospectus, and we are free to use other indentures or documentation, containing provisions different from those described in this Prospectus, in connection with future issues of other debt securities. The Securities may be issued in one or more new series under an indenture (the "Indenture") between the Company and Firstar Bank Milwaukee, National Association, or any other trustee to be named, as trustee (the "Trustee"). The Securities will be unsecured obligations of the Company and will rank on a parity with other unsecured indebtedness of the Company and will be effectively subordinated to all our secured debt, including our first mortgage bonds. At June 30, 1999, we had outstanding $215 million of first mortgage bonds. The amount of Securities that we may issue under the Indenture is not limited. The Securities may be issued in one or more series, may be issued at various times, may have differing maturity dates and may bear interest at differing rates. The Prospectus Supplement applicable to each issue of Securities will specify: - the title, aggregate principal amount and offering price of such Securities; - the interest rate or rates, or method of calculation of such rate or rates, on such Securities, and the date from which such interest will accrue; - the dates on which such interest will be payable; - the record dates for payments of interest; - the date on which such Securities will mature; - any redemption terms; - the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities may be repaid, in whole or in part, at the option of the holder thereof; and - other specific terms applicable to such Securities. The applicable Prospectus Supplement also may describe certain special United States federal income tax considerations (if any) applicable to Securities sold at an original issue discount and certain special 3 United States federal income tax or other considerations (if any) applicable to any Securities which are denominated in a currency or currency unit other than United States dollars. The Securities will be represented either by Global Securities registered in the name of The Depository Trust Company ("DTC"), as depository ("Depository"), or its nominee, or by securities in certificate form issued to the registered owners, as set forth in the applicable Prospectus Supplement. See "Book-Entry System" herein. Unless otherwise indicated in the applicable Prospectus Supplement, the Securities will be denominated in United States currency in minimum denominations of $1,000 and integral multiples thereof. Unless otherwise indicated in the applicable Prospectus Supplement, there are no provisions in the Indenture or the Securities that require us to redeem, or permit the holders to cause a redemption of, the Securities or that otherwise protect the holders in the event that we incur substantial additional indebtedness, whether or not in connection with a change in control of the Company. However, any change in control transaction that involves the incurrence of substantial additional long-term indebtedness (as Securities, first mortgage bonds or otherwise) by us in such a transaction would require approval of state utility regulatory authorities and, possibly, of federal utility regulatory authorities. Management believes that such approval would be unlikely in any transaction that would result in the Company, or a successor to the Company, having a highly leveraged capital structure. REGISTRATION TRANSFER AND EXCHANGE Securities of any series may be exchanged for other Securities of the same series of any authorized denominations and of a like aggregate principal amount and kind. (Section 2.6.) Unless otherwise indicated in the applicable Prospectus Supplement, Securities may be presented for registration of transfer (duly endorsed or accompanied by a duly executed written instrument of transfer), at the office of the Trustee maintained for such purpose with respect to any series of Securities and referred to in the applicable Prospectus Supplement, without service charge and upon payment of any taxes and other governmental charges as described in the Indenture. Such transfer or exchange will be effected upon being satisfied with the documents of title and indemnity of the person making the request. (Sections 2.6 and 2.7.) In the event of any redemption of Securities of any series, the Trustee will not be required to exchange or register a transfer of any Securities of such series selected, called or being called for redemption except, in the case of any Security to be redeemed in part, the portion thereof not to be so redeemed. (Section 2.6.) See "BOOK-ENTRY SYSTEM." PAYMENT AND PAYING AGENTS Principal of and interest and premium, if any, on Securities issued in the form of Global Securities will be paid in the manner described below under the caption "BOOK-ENTRY SYSTEM." Unless otherwise indicated in the applicable Prospectus Supplement, interest on Securities that are in the form of certificated securities will be paid by check mailed to the holder at such person's address as it appears in the register for the Securities maintained by the Trustee; however, a holder of $10,000,000 or more Securities having the same interest payment dates will be entitled to receive payments of interest by wire transfer, if appropriate wire transfer instructions have been received by the Trustee on or prior to the applicable record date. (Section 2.12.) Unless otherwise indicated in the applicable Prospectus Supplement, the principal of, and interest at maturity and premium, if any, on Securities in the form of certificated securities will be payable in immediately available funds at the office of the Trustee. (Section 2.12.) All monies paid by the Company to a paying agent for the payment of principal of, interest or premium, if any, on any Security which remain unclaimed at the end of two years after such principal, interest or premium shall have become due and payable will be repaid to the Company and the holder of such Security will thereafter look only to the Company for payment thereof. (Section 4.4.) 4 EVENTS OF DEFAULT The following constitute events of default under the Indenture: - default in the payment of principal of and premium, if any, on any Security when due and payable which continues for five days; - default in the payment of interest on any Security when due which continues for 30 days; - default in the performance or breach of any other covenant or warranty of the Company in the Indenture and the continuation thereof for 90 days after written notice to the Company as provided in the Indenture; and - certain events of bankruptcy, insolvency or reorganization of the Company. (Section 7.1.) If an event of default occurs and is continuing, either the Trustee or the holders of a majority in principal amount of the outstanding Securities may declare the principal amount of all Securities to be due and payable immediately. At any time after an acceleration of the Securities has been declared, but before a judgment or decree of the immediate payment of the principal amount of the Securities has been obtained, if the Company pays or deposits with the Trustee a sum sufficient to pay all matured installments of interest and the principal and any premium which has become due otherwise than by acceleration and all defaults shall have been cured or waived, then such payment or deposit will cause an automatic rescission and annulment of the acceleration of the Securities. (Section 7.1.) The Trustee generally will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders unless such holders have offered acceptable indemnity to the Trustee. (Section 8.2.) The holders of a majority in principal amount of the outstanding Securities generally will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred on the Trustee, with respect to the Securities. (Section 7.7.) Each holder of any Security has the right to institute a proceeding with respect to the Indenture, but such right is subject to certain conditions precedent specified in the Indenture. (Section 7.7.) The Indenture provides that the Trustee, within 90 days after the occurrence of a default with respect to the Securities, is required to give the holders of the Securities notice of such default, unless cured or waived, but, except in the case of default in the payment of principal of, or premium, if any, or interest on any Securities, the Trustee may withhold such notice if it determines in good faith that it is in the interest of such holders to do so. (Section 7.8.) The Company is required to deliver to the Trustee each year a certificate as to whether or not, to the knowledge of the officers signing such certificate, the Company is in compliance with the conditions and covenants under the Indenture. (Section 5.5.) MODIFICATION The Company and the Trustee may modify and amend the Indenture with the consent of the holders of a majority in principal amount of the outstanding Securities affected thereby, provided that no such modification or amendment may, without the consent of the holder of each outstanding Security affected thereby, (a) change the stated maturity of any installment of principal of, or interest on, any Security or any premium payable on the redemption thereof, or change the redemption price; (b) reduce the principal amount of, or the interest or premium payable on, any Security or reduce the amount of principal that could be declared due and payable prior to the stated maturity; (c) change the coin or currency of any payment of principal of, or any premium or interest on, any Security; (d) impair the right of a holder to institute suit for the enforcement of any payment on or with respect to any Security; (e) reduce the percentage in principal amount of outstanding Securities, the consent of the holders of which is required to modify or amend the Indenture; or (f) modify the foregoing requirements or reduce the percentage of outstanding Securities necessary to waive any past default to less than a majority. The Company and the Trustee may modify and amend the Indenture without the consent of the holders (a) to add to the covenants of the Company for the benefit of the holders or to surrender a right conferred on the Company 5 in the Indenture; (b) to add security for the Securities; or (c) to make certain other modifications, generally of a ministerial or immaterial nature. (Sections 12.1 and 12.2.) DEFEASANCE AND DISCHARGE We may be discharged from all obligations in respect to the Securities and the Indenture (except for certain obligations such as obligations to register the transfer or exchange of Securities, replace stolen, lost or mutilated Securities and maintain paying agencies) if we irrevocably deposit with the Trustee, in trust for the benefit of holders of Securities, money or United States government obligations (or any combination thereof) which will provide enough money to make all payments of principal of, and any premium and interest on, the Securities on the dates such payments are due. In order to discharge such obligations, we must deliver to the Trustee an opinion of counsel to the effect that the holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or discharge of the Indenture. Upon any discharge of our obligations as described above, the holders of Securities must look only to such trust fund, and not us, for payments on the Securities. (Section 4.1.) CONSOLIDATION, MERGER AND SALE OF ASSETS We will not merge into any other corporation or sell or otherwise transfer all or substantially all our assets unless (i) the successor or transferee corporation assumes by supplemental indenture our obligations to pay the principal and premium and interest on all the Securities and our obligation to perform every covenant of the Indenture to be performed or observed by the Company and (ii) we or the successor or transferee corporation, as applicable, are not immediately following such merger, sale or transfer in default in the performance of any such covenant. Upon any such merger, sale or transfer of all or substantially all of the assets of the Company, the successor or transferee corporation will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor corporation had been named as the Company therein and the Company will be released from all obligations under the Indenture. The Indenture defines all or substantially all of the assets of the Company as being 50% or more of the total assets of the Company as shown on the balance sheet of the Company as of the end of the prior year and specifically permits any such sale, transfer or conveyance during a calendar year of less than 50% of total assets without the consent of the holders of the Securities. (Sections 11.1 and 11.2.) RESIGNATION OR REMOVAL OF TRUSTEE The Trustee may resign at any time by notifying the Company in writing and specifying the day upon which the resignation is to take effect. Such resignation will not take effect, however, until a successor trustee has been appointed. (Section 8.10.) The holders of a majority in principal amount of the outstanding Securities may remove the Trustee at any time. In addition, so long as no event of default or event which, with the giving of notice or lapse of time or both, would become an event of default has occurred and is continuing, we may remove the Trustee upon notice to the holder of each Security outstanding, and appointment of a successor Trustee. (Section 8.10.) CONCERNING THE TRUSTEE Firstar Bank Milwaukee, National Association is the Trustee. We maintain banking relationships with the Trustee in the ordinary course of business. The Trustee also acts as trustee for our first mortgage bonds. 6 BOOK-ENTRY SYSTEM Each series of Securities may be issued in the form of one or more Global Securities representing all or part of such series of Securities. This means that we will not issue certificates for such series of Securities to the holders. Instead a Global Security representing such series will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), or its successor as depository (the "Depository") and registered in the name of the Depository or a nominee of the Depository. The Depository will keep a computerized record of its participants (for example, your broker) whose clients have purchased the Securities. Unless it is exchanged in whole or in part for a certificated Security, a Global Security may not be transferred, except that the Depository, its nominees and their successors may transfer a Global Security as a whole to one another. Beneficial interests in Global Securities will be shown on, and transfers of interests will be made only through, records maintained by the Depository and its participants. The laws of some jurisdictions require that certain purchasers take physical delivery of securities in definitive form. These laws may impair the ability to transfer beneficial interests in a Global Security. We will wire principal, interest and any premium payments to the Depository or its nominee. We and the trustee will treat the Depository or its nominee as the owner of the Global Security for all purposes, including any notices and voting. Accordingly, we, the trustee and any paying agent will have no direct responsibility or liability to pay amounts due on a Global Security to owners of beneficial interests in a Global Security. Unless otherwise specified in the Prospectus Supplement, DTC will act as Depository for those Securities issued as Global Securities. The Securities will be registered in the name of Cede & Co. (DTC's partnership nominee). DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds Securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include Securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a direct Participant, either directly or indirectly. The rules that apply to DTC and its Participants are on file with the SEC. It is DTC's current practice, upon receipt of any payment of principal or interest, to credit Participants' accounts on the payment date according to their respective holdings of beneficial interests in the Global Security as shown on DTC's records. In addition, it is DTC's current practice to assign any consenting or voting rights to Participants whose accounts are credited with Securities on a record date, by using an omnibus proxy. Payments by Participants to owners of beneficial interests in a Global Security, and voting by Participants, will be governed by the customary practices between the Participants and owners of beneficial interests, as is the case with securities held for the account of customers registered in "street name." However, payments will be the responsibility of the Participants and not our responsibility or that of DTC or the trustee. 7 Securities represented by a Global Security will be exchangeable for certificated Securities with the same terms in authorized denominations only if: (a) DTC notifies us that it is unwilling or unable to continue as Depository or if DTC ceases to be a clearing agency registered under applicable law and a successor Depository is not appointed by us within 90 days; or (b) we determine not to require all of the Securities of a series to be represented by a Global Security and notify the trustee of our decision. The information in this section concerning DTC and DTC's book-entry system has been obtained from DTC, and the Company and any underwriters, dealers or agents take no responsibility for the accuracy thereof. Any underwriters, dealers or agents of any Securities may be Direct Participants of DTC. 8 LEGAL OPINIONS Legal opinions relating to the Securities will be rendered by John D. Wilson, P.O. Box 8, 100 North Barstow Street, Eau Claire, Wisconsin 54702, General Counsel for the Company, and by Gardner, Carton & Douglas, 321 North Clark Street, Chicago, Illinois, counsel for any underwriters, dealers or agents named in a Prospectus Supplement. Matters pertaining to local laws will be passed upon by counsel for the Company and as to these matters Gardner, Carton & Douglas will rely on their opinions. Gardner, Carton & Douglas has acted from time to time as special counsel for the Company and NSP-Minnesota in connection with certain matters, including the proposed Merger with New Century Energies. EXPERTS The consolidated financial statements of the Company as of December 31, 1998 and 1997 and for each of the three years in the period ended December 31, 1998 incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1998, have been so incorporated in reliance upon the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. PLAN OF DISTRIBUTION The Company intends to sell the Securities to or through underwriters or dealers, and may also sell the Securities directly to other purchasers or through agents, as described in the Prospectus Supplement relating to an issue of Securities. The distribution of the Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices. In connection with the sale of the Securities, underwriters may receive compensation from the Company or from purchasers of Securities for whom they may act as agents in the form of discounts, concessions, or commissions. Underwriters may sell Securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions, or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers, and agents that participate in the distribution of Securities may be deemed to be underwriters, and any discounts or commissions received by them from the Company and any profit on the resale of Securities by them may be deemed to be underwriting discounts and commissions under the Securities Act of 1933 (the "1933 Act"). Any such person who may be deemed to be an underwriter will be identified, and any such compensation received from the Company will be described, in the Prospectus Supplement. Under agreements which may be entered into by the Company, underwriters, dealers, and agents who participate in the distribution of the Securities may be entitled to indemnification by the Company against certain liabilities, including liabilities under the 1933 Act. No person has been authorized to give any information or to make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof or that there has been no change in the affairs of the Company since such date. 9 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE. ------------------------ NORTHERN STATES POWER COMPANY (A WISCONSIN CORPORATION) DEBT SECURITIES TABLE OF CONTENTS
PAGE ----------- ABOUT THIS PROSPECTUS..................................................................................... 1 WHERE YOU CAN FIND MORE INFORMATION....................................................................... 1 NSP....................................................................................................... 2 PROPOSED MERGER........................................................................................... 2 USE OF PROCEEDS........................................................................................... 2 RATIO OF EARNINGS TO FIXED CHARGES........................................................................ 3 DESCRIPTION OF SECURITIES................................................................................. 3 BOOK-ENTRY SYSTEM......................................................................................... 7 LEGAL OPINIONS............................................................................................ 9 EXPERTS................................................................................................... 9 PLAN OF DISTRIBUTION...................................................................................... 9
PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Set forth below is an estimate of the approximate amount of fees and expenses payable by the Company (other than underwriting discounts and commissions) in connection with the issuance of the Securities: Registration fee under the Securities Act of 1933......................... $ 22,240 Fee of Public Service Commission of Wisconsin............................. 1,000 Fees of Rating Agencies................................................... 30,000 Printing and engraving.................................................... 25,000 Accounting services....................................................... 30,000 Trustee's charges......................................................... 1,500 Expenses and counsel fees for qualification or registration of the Securities under state securities laws............................................. 10,000 Miscellaneous, including traveling, telephone, copying, shipping, postage, and other out-of-pocket expenses............................... 10,000 Total................................................................. $ 129,740
All but the first two items are estimated. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 180.0850 through 180.0859 of the Wisconsin Statutes permit indemnification of officers and directors of domestic or foreign corporations under certain circumstances and subject to certain limitations. Pursuant to authorization contained in the Restated Articles of Incorporation, as amended, Section 7 of Article II of the Bylaws of the Company contains provisions for indemnification of its directors and officers consistent with the provisions of Section 180.0850 through 180.0859 of the Wisconsin Statutes. The Company has obtained insurance policies indemnifying the Company and the Company's directors and officers against certain civil liabilities and related expenses. ITEM 16. EXHIBITS. Certain Exhibits listed below and marked with an asterisk (*) were filed with the Securities and Exchange Commission as Exhibits to certain Registration Statements under the Exhibit number indicated after each such Exhibit and are incorporated herein by this reference. These Registration Statements are identified as follows: (a) No. 2-6982 (c) No. 2-13463 (e) No. 2-36693 (g) No. 2-76146 (i) No. 33-20415 (b) No. 2-7825 (d) No. 2-23726 (f) No. 2-49757 (h) No. 33-6269 (j) No. 33-39831
- ------------------------ Registration Statement of NSP-Minnesota. II-1
EXHIBIT DESCRIPTION - ----------- -------------------------------------------------------------------------------------------------- 1.01 Form of Underwriting Agreement relating to the Securities. *4.01A(a) Copy of Trust Indenture, dated April 1, 1947, from the Company to Firstar Bank Milwaukee, National Association (formerly known as First Wisconsin Trust Company), Trustee. (7.01) *4.01B(b) Copy of Supplemental Trust Indenture, dated March 1, 1949, being a supplemental instrument to Exhibit 4.01A hereto. (7.02) *4.01C(c) Copy of Supplemental Trust Indenture, dated June 1, 1957, being a supplemental instrument to Exhibit 4.01A hereto. (2.13) *4.01D(d) Copy of Supplemental Trust Indenture, dated August 1, 1964, being a supplemental instrument to Exhibit 4.01A hereto. (4.20) *4.01E(e) Copy of Supplemental Trust Indenture, dated December 1, 1969, being a supplemental instrument to Exhibit 4.01A hereto. (2.03E) *4.01F(f) Copy of Supplemental Trust Indenture, dated September 1, 1973, being a supplemental instrument to Exhibit 4.01A hereto. (2.03F) *4.01G(g) Copy of Supplemental Trust Indenture, dated February 1, 1982, being a supplemental instrument to Exhibit 4.01A hereto. (4.01G) *4.01H(g) Copy of Supplemental Trust Indenture, dated March 1, 1982, being a supplemental instrument to Exhibit 4.01A hereto. (4.01H) *4.01I(h) Copy of Supplemental Trust Indenture, dated June 1, 1986, being a supplemental instrument to Exhibit 4.01A hereto. (4.01I) *4.01J(i) Copy of Supplemental Trust Indenture, dated March 1, 1988, being a supplemental instrument to Exhibit 4.01A hereto. (4.01J) *4.01K(j) Copy of Supplemental and Restated Trust Indenture, dated March 1, 1991, being a supplemental instrument to Exhibit 4.01A hereto. (4.01K) 4.01L Copy of Supplemental Trust Indenture, dated April 1, 1991, being a supplemental instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1991, and incorporated herein by reference. 4.01M Copy of Supplemental Trust Indenture, dated March 1, 1993, being a supplemental instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01A to the Company's Current Report on Form 8-K (File No. 10-3140) dated March 5, 1993, and incorporated herein by reference. 4.01N Copy of Supplemental Trust Indenture, dated October 1, 1993, being a supplemental instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01A to the Company's Current Report on Form 8-K (File No. 10-3140) dated September 21, 1993, and incorporated herein by reference. 4.01O Copy of Supplemental Trust Indenture, dated December 1, 1996, being a supplemental instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01A to the Company's Current Report on Form 8-K (File No. 10-3140) dated December 12, 1996, and incorporated herein by reference. 4.01P Form of Indenture from the Company to Firstar Bank Milwaukee, National Association 5.01 Opinion of John D. Wilson, Esq., as to legality of the Securities. 12.01 Computation of ratio of earnings to fixed charges. 23.01 Consent of Independent Public Accountants--PricewaterhouseCoopers LLP. 23.02 Consent of Legal Counsel. 24.01 Powers of Attorney. 25.01 Form T-1 Statement of Eligibility of Firstar Bank Milwaukee, National Association to act as Trustee under the Indenture that will secure the Securities.
II-2 ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represented no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i) and (ii) above do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described under Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eau Claire, and State of Wisconsin, on the 13th day of August 1999. NORTHERN STATES POWER COMPANY By: /s/ ROGER D. SANDEEN ----------------------------------------- Roger D. Sandeen VICE PRESIDENT, TREASURER AND CONTROLLER
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ------------------------------ -------------------------- ------------------- * - ------------------------------ Principal Executive August 13, 1999 Jerome L. Larsen Officer and Director PRESIDENT AND CHIEF EXECUTIVE * - ------------------------------ Principal Financial and August 13, 1999 Roger D. Sandeen Accounting Officer VICE PRESIDENT, TREASURER AND CONTROLLER * - ------------------------------ Director August 13, 1999 H. Lyman Bretting * - ------------------------------ Director August 13, 1999 Ray A. Larson, Jr. * - ------------------------------ Director August 13, 1999 Larry G. Schnack * - ------------------------------ Director August 13, 1999 Loren L. Taylor * - ------------------------------ Director August 13, 1999 P.M. Gelatt
By: /s/ ROGER D. SANDEEN ------------------------- Roger D. Sandeen August 13, 1999 (ATTORNEY-IN-FACT)
II-4 EXHIBIT INDEX
METHOD OF EXHIBIT NUMBER DESCRIPTION FILING - --------------- ------------------------------------------------------------------------------------- ------------- 1.01 Form of Underwriting Agreement relating to the Securities. DT *4.01A (a) Copy of Trust Indenture, dated April 1, 1947, from the Company to Firstar Bank Milwaukee, National Association (formerly known as First Wisconsin Trust Company), Trustee. (7.01) *4.01B (b) Copy of Supplemental Trust Indenture, dated March 1, 1949, being a supplemental instrument to Exhibit 4.01A hereto. (7.02) *4.01C (c) Copy of Supplemental Trust Indenture, dated June 1, 1957, being a supplemental instrument to Exhibit 4.01A hereto. (2.13) *4.01D (d) Copy of Supplemental Trust Indenture, dated August 1, 1964, being a supplemental instrument to Exhibit 4.01A hereto. (4.20) *4.01E (e) Copy of Supplemental Trust Indenture, dated December 1, 1969, being a supplemental instrument to Exhibit 4.01A hereto. (2.03E) *4.01F (f) Copy of Supplemental Trust Indenture, dated September 1, 1973, being a supplemental instrument to Exhibit 4.01A hereto. (2.03F) *4.01G (g) Copy of Supplemental Trust Indenture, dated February 1, 1982, being a supplemental instrument to Exhibit 4.01A hereto. (4.01G) *4.01H (g) Copy of Supplemental Trust Indenture, dated March 1, 1982, being a supplemental instrument to Exhibit 4.01A hereto. (4.01H) *4.01I (h) Copy of Supplemental Trust Indenture, dated June 1, 1986, being a supplemental instrument to Exhibit 4.01A hereto. (4.01I) *4.01J (i) Copy of Supplemental Trust Indenture, dated March 1, 1988, being a supplemental instrument to Exhibit 4.01A hereto. (4.01J) *4.01K (j) Copy of Supplemental and Restated Trust Indenture, dated March 1, 1991, being a supplemental instrument to Exhibit 4.01A hereto. (4.01K) 4.01L Copy of Supplemental Trust Indenture, dated April 1, 1991, being a supplemental instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1991, and incorporated herein by reference. 4.01M Copy of Supplemental Trust Indenture, dated March 1, 1993, being a supplemental instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01A to the Company's Current Report on Form 8-K (File No. 10-3140) dated March 5, 1993, and incorporated herein by reference. 4.01N Copy of Supplemental Trust Indenture, dated October 1, 1993, being a supplemental instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01A to the Company's Current Report on Form 8-K (File No. 10-3140) dated September 21, 1993, and incorporated herein by reference. 4.01O Copy of Supplemental Trust Indenture, dated December 1, 1996, being a supplemental instrument to Exhibit 4.01A hereto, filed as Exhibit 4.01A to the Company's Current Report on Form 8-K (File No. 10-3140) dated December 12, 1996, and incorporated herein by reference. 4.01P Form of Indenture from the Company to Firstar Bank Milwaukee, National Association. DT 5.01 Opinion of John D. Wilson, Esq., as to legality of the Securities. DT 12.01 Computation of ratio of earnings to fixed charges. DT 23.01 Consent of Independent Public Accountants--PricewaterhouseCoopers LLP. DT 23.02 Consent of Legal Counsel. DT 24.01 Powers of Attorney. DT 25.01 Form T-1 Statement of Eligibility of Firstar Bank Milwaukee, National Association to DT act as Trustee under the Indenture that will secure the Securities.
DT--Filed electronically with this direct transmission EX-1.01 2 EXHIBIT 1.01 EXHIBIT 1.01 Form of August 13, 1999 NORTHERN STATES POWER COMPANY (A WISCONSIN CORPORATION) DEBT SECURITIES UNDERWRITING AGREEMENT ---------------------- To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Dear Sirs: Northern States Power Company, a Wisconsin corporation (the "Company"), proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as representatives (the "Representatives"), its Debt Securities of the designation, with the terms and in the aggregate principal amount specified in Schedule I hereto (the "Debt Securities") to be issued under its Indenture, dated as of _____ __, 1999, from the Company to Firstar Bank Milwaukee, National Association, as trustee (the "Trustee"), as to be supplemented and amended by a supplemental indenture relating to the Debt Securities (such Indenture as to be so supplemented and amended being hereinafter referred to as the "Indenture"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives," as used herein, shall each be deemed to refer to such firm or firms. 1. REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents and warrants to, and agrees with, each Underwriter that: (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Act") and has filed with the Securities and Exchange Commission (the "Commission") a registration statement on such Form, including a prospectus, for the registration under the Act of the Debt Securities, which registration statement has become effective. Such registration statement and prospectus may have been amended or supplemented from time to time prior to the date of this Agreement (which date is set forth in Schedule I hereto). Any such amendment or supplement was filed with the Commission and any such amendment has become effective. The Company will file with the Commission a prospectus supplement (the "Prospectus Supplement") relating to the Debt Securities pursuant to Rule 424 and/or Rule 434 under the Act. Copies of such registration statement and prospectus, any such amendment or supplement and all documents incorporated by reference therein which were filed with the Commission on or prior to the date of this Agreement have been delivered to you and copies of the Prospectus Supplement will be delivered to you promptly after it is filed with the Commission. Such registration statement as amended prior to the date of this Agreement, and such prospectus, as amended and supplemented prior to the date of this Agreement and as supplemented by the Prospectus Supplement, are hereinafter called the "Registration Statement" and the "Prospectus", respectively. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") on or before the date of this Agreement and, if the Company files any document pursuant to the Exchange Act after the date of this Agreement and prior to the termination of the offering of the Debt Securities by the Underwriters, which documents are deemed to be incorporated by reference into the Prospectus, the term "Prospectus" shall refer also to said prospectus as supplemented by the documents so filed from and after the time said documents are filed with the Commission. There are no contracts or documents of the Company that are required to be filed as exhibits to the Registration Statement or any documents incorporated by reference therein by the Act, the Exchange Act or the rules and regulations thereunder which have not been so filed. (b) No order preventing or suspending the use of the Prospectus or the Registration Statement has been issued by the Commission and the Registration Statement, at the date of this Agreement, complied in all material respects with the requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the respective rules and regulations thereunder and did not contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, at the time the Prospectus Supplement is filed with the Commission and at the Closing Date (as hereinafter defined), the Prospectus will comply in all material respects with the Act and the rules and regulations thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED that the Company makes no representations or warranties as to (A) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (B) the information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation of the Registration Statement or Prospectus. (c) The documents incorporated by reference in the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and any documents so filed and incorporated by reference subsequent to the date of this Agreement will, when they are filed with the Commission, conform in all material 2 respects to the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder; and none of such documents include or will include any untrue statement of a material fact or omit or will omit to state any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading. (d) PricewaterhouseCoopers LLP, which audited certain of the financial statements incorporated by reference in the Registration Statement, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder. (e) The financial statements of the Company filed as a part of or incorporated by reference in the Registration Statement or Prospectus fairly present the financial position of the Company as of the dates indicated and the results of its operations and changes in financial position for the periods specified, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as disclosed in the Prospectus Supplement. The unaudited pro forma financial information incorporated by reference in the Registration Statement and the Prospectus complies in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X and the pro forma adjustments have been properly applied to the historical amounts in the compilation of such information. (f) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Wisconsin with due corporate authority to carry on the business in which it is engaged and to own and operate the properties used by it in such business, as described in the Prospectus; the Company is qualified to do business as a foreign corporation and is in good standing under the laws of the State of Michigan; and the Company is not required by the nature of its business to be licensed or qualified as a foreign corporation in any other state or jurisdiction; and, except as set forth in the Prospectus Supplement, the Company has all material licenses and approvals required at the date hereof to conduct its business. (g) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus (except for subsequent issuance, if any, pursuant to reservations or agreements referred to therein); the shares of issued and outstanding capital stock of the Company have been duly and validly issued, are fully paid and non-assessable and are owned by Northern States Power Company, a Minnesota corporation. (h) The Company has not sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus Supplement; and, since the respective dates as of which information is given in the 3 Registration Statement and the Prospectus Supplement, the Company has not incurred any liabilities or obligations, direct or contingent, or entered into any transactions, not in the ordinary course of business, which are material to the Company, and there has not been any material change in the capital stock or long-term debt of the Company or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company, otherwise than as set forth or contemplated in the Prospectus Supplement. (i) Neither the execution and delivery of this Agreement and the Indenture, the issuance and delivery of the Debt Securities, the consummation of the transactions herein contemplated, the fulfillment of the terms hereof, nor compliance with the terms and provisions of this Agreement, the Debt Securities and the Indenture will conflict with, or result in the breach of, any of the terms, provisions or conditions of the Restated Articles of Incorporation, as amended, or By-laws of the Company, or of any contract, agreement or instrument to which the Company is a party or in which the Company has a beneficial interest or by which the Company is bound or of any order, rule or regulation applicable to the Company of any court or of any federal or state regulatory body or administrative agency or other governmental body having jurisdiction over the Company or over its properties. (j) The Debt Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when executed and authenticated in accordance with the Indenture and delivered and paid for as provided herein, will be duly issued and will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency and other laws affecting enforcement of creditors' rights, and will be entitled to the benefits of the Indenture which will be substantially in the form heretofore delivered to you. (k) The Indenture has been duly and validly authorized by the Company and, when duly executed and delivered by the Company, assuming due authorization, execution and delivery thereof by the Trustee, will constitute a valid and binding obligation of the Company enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights. (l) The Public Service Commission of Wisconsin has issued its order authorizing the issuance and sale of the Debt Securities on terms consistent with this Agreement. Each other consent, approval, authorization, order, registration or qualification of or with any regulatory public body, state or federal, that is, or will be at the Closing Date, necessary in connection with the issuance and sale of the Debt Securities pursuant to this Agreement has been or will be obtained, other than approvals that may be required under state securities laws. 4 (m) The Company has good and valid title to all real and fixed property and leasehold rights which are owned by it, subject only to taxes and assessments not yet delinquent; the lien of the Supplemental and Restated Trust Indenture dated March 1, 1991, from the Company to Firstar Trust Company (the "First Mortgage Indenture"); as to parts of the Company's property, certain easements, conditions, restrictions, leases, and similar encumbrances which do not affect the Company's use of such property in the usual course of its business, and certain minor defects in titles which are not material, and defects in titles to certain properties which are not essential to the Company's business; and mechanics' lien claims being contested or not of record or for the satisfaction or discharge of which adequate provision has been made by the Company pursuant to the First Mortgage Indenture; and any real property and buildings held under lease by the Company is held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company. (n) Other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party or of which any property of the Company is the subject which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the financial position, stockholders' equity or results of operations of the Company; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (o) The Company has all necessary power under statutory provisions or permits to use its operating electric and gas properties. (p) The Company has no "significant subsidiary", within the meaning of Rule 1.02(w) of Regulation S-X under the Act. (q) The Company is not an "investment company" or an entity "controlled" by an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. (r) Except as set forth in the Prospectus Supplement, the Company (A) is in compliance with any and all applicable federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (B) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (C) is in compliance with all terms and conditions of any such permits, licenses or approvals, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company. 2. PURCHASE AND SALE. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to the Representatives 5 and each other Underwriter, and the Representatives and each other Underwriter agree, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amounts of the Debt Securities set forth opposite their respective names in Schedule II hereto. 3. DELIVERY AND PAYMENT. Delivery of and payment for the Debt Securities shall be made at the place, date and time specified in Schedule I hereto (or such other place, date and time not later than eight full business days thereafter as the Representatives and the Company shall designate), which date and time may be postponed by agreement between the Representatives and the Company (such date and time being herein called the "Closing Date"). Delivery of the Debt Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by certified or official bank check or checks payable in New York Clearing House (next day) funds or, if so indicated in Schedule I hereto, in federal (same day) funds. The Debt Securities will be delivered in definitive registered form except that, if for any reason the Company is unable to deliver the Debt Securities in definitive form, the Company reserves the right, as provided in the Indenture, to make delivery in temporary form. Any Debt Securities delivered in temporary form will be exchangeable without charge for Debt Securities in definitive form. The Debt Securities will be registered in the names of the Underwriters and in the principal amounts set forth in Schedule II hereto except that if the Company receives a written request from the Representatives prior to noon on the third business day preceding the Closing Date giving the names in which the Debt Securities are to be registered and the principal amounts thereof (which shall in each case be a multiple of $1,000) the Company will deliver the Debt Securities so registered. The Debt Securities will be made available to the Representatives for checking in New York, New York, not later than 2:00 p.m., New York time, on the business day preceding the Closing Date. 4. AGREEMENTS. The Company agrees with the several Underwriters that: (a) With the consent of the Representatives, the Company will cause the Prospectus Supplement to be filed pursuant to Rule 424(b) and/or Rule 434 under the Act and will notify the Representatives promptly of such filing. During the period for which a prospectus relating to the Debt Securities is required to be delivered under the Act, the Company will promptly advise the Representatives (i) when any amendment to the Registration Statement shall have become effective, (ii) when any subsequent supplement to the Prospectus (including documents deemed to be incorporated by reference into the Prospectus) has been filed, (iii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceedings for that purpose. The Company will not file any amendment of the Registration Statement or supplement to the Prospectus (including documents deemed to be incorporated by reference into the Prospectus) unless the Company has furnished to the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The 6 Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Debt Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules and regulations of the Commission thereunder, the Company promptly, subject to paragraph (a) of this Section 4, will prepare and file an amendment or supplement to the Prospectus with the Commission or will make a filing with the Commission pursuant to Section 13 or 14 of the Exchange Act, which will correct such statement or omission or will effect such compliance. (c) The Company will make generally available to its security holders and to the Representatives a consolidated earnings statement (which need not be audited) of the Company, for a twelve-month period beginning after the date of the Prospectus Supplement filed pursuant to Rule 424(b) and/or Rule 434 under the Act, as soon as is reasonably practicable after the end of such period, but in any event no later than eighteen months after the "effective date of the Registration Statement" (as defined in Rule 158(c) under the Act), which will satisfy the provision of Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company, Rule 158). (d) The Company will furnish to each of the Representatives a signed copy of the Registration Statement as originally filed and of each amendment thereto, including the Form T-1 of the Trustee and all powers of attorney, consents and exhibits filed therewith (other than exhibits incorporated by reference), and will deliver to the Representatives conformed copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, all amendments of and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably request. (e) The Company will furnish such information, execute such instruments and take such action as may be required to qualify the Debt Securities for sale under the laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Debt Securities; PROVIDED that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. 7 (f) So long as the Debt Securities are outstanding, the Company will furnish (or cause to be furnished) to each of the Representatives, upon request, copies of (i) all reports to stockholders of the Company and (ii) all reports and financial statements filed with the Commission or any national securities exchange. (g) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company will not offer, sell, or otherwise dispose of any Debt Securities of the Company (except under prior contractual commitments which have been disclosed to the Representatives), without the prior written consent of the Representatives, which consent shall not be unreasonably withheld. 5. EXPENSES. Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including, without limiting the generality of the foregoing, all costs, taxes and expenses incident to the issue and delivery of the Debt Securities to the Underwriters, all fees and expenses of the Company's counsel and accountants, all costs and expenses incident to the preparing, printing and filing of the Registration Statement (including all exhibits thereto), the Prospectus (including all documents incorporated by reference therein) and any amendments thereof or supplements thereto, all costs and expenses (including fees and expenses of counsel) incurred in connection with "blue sky" qualifications, the determination of the legality of the Debt Securities for investment by institutional investors and the rating of the Debt Securities, and all costs and expenses of the printing and distribution of all documents in connection with this underwriting. Except as provided in this Section 5 and Section 8 hereto, the Underwriters will pay all their own costs and expenses, including the fees of their counsel and any advertising expenses in connection with any offer they may make. 6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of the Underwriters to purchase the Debt Securities shall be subject, in the discretion of the Representatives, to the accuracy of the representatives and warranties on the part of the Company contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of Company officers made in any certificates given pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Prospectus Supplement relating to the Debt Securities shall have been filed with the Commission pursuant to Rule 424(b) and/or Rule 434 within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission shall have been complied with to the Representatives' reasonable satisfaction. 8 (b) The Representatives shall be furnished with opinions, dated the Closing Date, of John D. Wilson, General Counsel and Secretary of the Company, substantially in the form included as Exhibit A. (c) The Representations shall have received from Gardner, Carton & Douglas, Chicago, Illinois, counsel for the Underwriters, such opinion or opinions dated the Closing Date with respect to the incorporation of the Company, this Agreement, the validity of the Indenture, the Debt Securities, the Registration Statement, the Prospectus and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Underwriters the opinion of ________________ special Michigan counsel for the Company, dated the Closing Date, to the effect that: (i) the Company is duly authorized as a foreign corporation under the laws of the State of Michigan and has corporate power, right and authority to do business in the State of Michigan in the manner as set forth in the Prospectus to the extent it is authorized to transact such business in the State of Wisconsin, and to own property in the State of Michigan in the manner set forth in the Prospectus; (ii) the Company has all necessary power under Michigan statutory provisions and has all necessary franchises to use its operating electric and gas properties in Michigan, except that no determination has been made whether the Company or its Michigan predecessor has secured permits and approvals, if any, required by the Wetlands Protection Act, 1979 PA 302, and except that the Company does not have electric franchises in the cities of Ironwood, Bessemer and Wakefield, County of Gogebic, State of Michigan. However, counsel for the Company, Aberg, Bell, Blake & Metzner, rendered an opinion on April 19, 1968, that municipal franchises were not required for the cities of Ironwood and Bessemer; and (iii) No approval, authorization, consent, certificate or order of any Michigan commission or regulatory authority is required in connection with the issuance and sale of the Debt Securities by the Company to the Underwriters as provided in this Agreement except as may be required under state securities laws. (e) The Company shall have furnished to the Representatives a certificate of the President or any Vice President of the Company, dated the Closing Date, as to the matters set forth in paragraph (a) and (i) of this Section 6 and to the further effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect 9 as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date, and (ii) there has been no material adverse change in the condition of the Company, financial or otherwise, or in the earnings, affairs or business prospects of the Company, whether or not arising in the ordinary course of business, from that set forth or contemplated by the Registration Statement or Prospectus Supplement. (f) The Representatives shall have received letters from the Company's independent public accountants (dated the date of this Agreement and Closing Date, respectively, and in form and substance satisfactory to the Representatives) advising that (i) they are independent public accountants as required by the Act and published rules and regulations of the Commission thereunder, (ii) in their opinion, the financial statements and financial statement schedules incorporated by reference in the Registration Statement and covered by their opinion filed with the Commission under Section 13 of the Exchange Act comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations thereunder, (iii) they have performed limited procedures, not constituting an audit, including a reading of the latest available interim financial statements of the Company, a reading of the minutes of meetings of the Board of Directors, committees thereof, and of the Shareholders, of the Company since the date of the most recent audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company responsible for financial accounting matters and such other inquiries and procedures as may be specified in such letter, and on the basis of such limited review and procedures nothing came to their attention that caused them to believe that: (a) any material modifications should be made to any unaudited financial statements of the Company included or incorporated by reference in the Registration Statement or Prospectus for them to be in conformity with generally accepted accounting principles or any unaudited financial statements of the Company included or incorporated by reference in the Registration Statement or Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the rules and regulations of the Commission applicable to Form 10-Q; (b) with respect to the period subsequent to the date of the most recent financial statements included or incorporated by reference in the Prospectus and except as set forth in or contemplated by the Registration Statement or Prospectus, there were any changes, at a specified date not more than five business days prior to the date of the letter, in the capital stock of the Company, increases in long-term debt or decreases in stockholders' equity or net current assets of the Company as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Prospectus, or for the period from the date of the most recent financial statements included or incorporated by reference in the Prospectus to such specified date there were any decreases, as compared with the corresponding period in the preceding year, in operating revenues, operating income, or net income, except in all instances for changes or decreases set forth in such 10 letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; (iv) they have carried out specified procedures performed for the purpose of comparing certain specified financial information and percentages (which is limited to financial information derived from general accounting records of the Company) included or incorporated by reference in the Registration Statement and Prospectus with indicated amounts in the financial statements or accounting records of the Company and (excluding any questions of legal interpretation) have found such information and percentages to be in agreement with the relevant accounting and financial information of the Company referred to in such letter in the description of the procedures performed by them; and (v) on the basis of a reading of the unaudited pro forma financial information incorporated by reference in the Registration Statement and the Prospectus, carrying out certain specified procedures that would not necessarily reveal matters of significance with respect to the comments set forth in this paragraph (v), inquiries of certain officials of the Company who have responsibility for financial and accounting matters and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the unaudited pro forma financial information, nothing came to their attention that caused them to believe that the unaudited pro forma financial information does not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such information. (g) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6 which makes it impractical or inadvisable in the judgment of the Representatives to proceed with the public offering or the delivery of the Debt Securities on the terms and in the manner contemplated by the Prospectus. (h) Subsequent to the date hereof, no downgrading shall have occurred, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act. (i) (i) The Company shall not have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus Supplement, and (ii) since the date of this Agreement, the Company shall not have incurred any liabilities or obligations, direct or contingent, or entered into any transactions, not in the ordinary course of business, which are material to the Company, 11 and there shall not have been any change in the capital stock or long-term debt of the Company or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company otherwise than as set forth or contemplated in the Prospectus Supplement, the effect of which, in any such case described in clause (i) or (ii) is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Debt Securities on the terms and in the manner contemplated by the Prospectus. (j) No Representative shall have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which in the opinion of counsel for the Underwriters is material or omits to state a fact which in the opinion of counsel for the Underwriters is material and is required to be stated therein or is necessary to make the statements therein not misleading. (k) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as they may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be satisfactory in form and substance to the Representatives and their counsel, this Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing, or by telephone or facsimile transmission confirmed in writing. 7. CONDITIONS OF COMPANY'S OBLIGATIONS. The obligations of the Company to sell and deliver the Debt Securities are subject to the following conditions: (a) Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Representatives, threatened. (b) The orders of the Public Service Commission of Wisconsin and the Michigan Public Service Commission referred to in paragraph (1) of Section 1 shall be in full force and effect. If any of the conditions specified in this Section 7 shall not have been fulfilled, this Agreement and all obligations of the Company hereunder may be cancelled on or at any time prior to the Closing Date by the Company. Notice of such cancellation shall be given to the Underwriters in writing or by telephone or facsimile transmission confirmed in writing. 12 8. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Debt Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Debt Securities. 9. INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Debt Securities as originally filed or in any amendment thereof), or in the Prospectus or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investing or defending any such loss, claim, damage, liability or action; PROVIDED that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein and PROVIDED FURTHER that such indemnity with respect to a prospectus included in the registration statement or any amendment thereto prior to the supplementing thereof with the Prospectus Supplement shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Debt Securities which are the subject thereof if such person was not sent or given a copy of the Prospectus (but without the documents incorporated by reference therein) at or prior to the confirmation of the sale of such Debt Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such prospectus was corrected in the Prospectus in a timely manner and in sufficient quantities to permit such delivery by the Underwriters. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement and each person, if any, who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Underwriters but only with reference to written information furnished to the Company by or on behalf of such Underwriter through the Representatives 13 specifically for use in the documents referred to in the foregoing indemnity, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 9. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; PROVIDED THAT if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party, or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election to assume the defense of such action and approval by the indemnifying party of counsel, the indemnifying party will not be liable to such indemnifying party under this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel and one local counsel, approved by the Representatives in the case of subparagraph (a), representing the indemnifying parties under paragraphs (a) or (b), as the case may be, who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnifying party to represent the indemnifying party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnifying party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). (d) If the indemnification provided for in the Section 9 is unavailable to or insufficient to hold harmless an indemnified party under paragraph (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by 14 such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand the offering of the Debt Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under paragraph (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus Supplement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this paragraph (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this paragraph (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this paragraph (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Debt Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this paragraph (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and 15 shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act. 10. DEFAULT BY AN UNDERWRITER. (a) If any Underwriter shall default in its obligation to purchase the Debt Securities which it has agreed to purchase hereunder (in this Section called "Unpurchased Debt Securities"), the Representatives may in their discretion arrange for themselves or any party or other parties to purchase such Unpurchased Debt Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Unpurchased Debt Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Unpurchased Debt Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Unpurchased Debt Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Unpurchased Debt Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Unpurchased Debt Securities. (b) If, after giving effect to any arrangements for the purchase of the Unpurchased Debt Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in paragraph (a) above, the aggregate principal amount of such Unpurchased Debt Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Debt Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Debt Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Debt Securities which such Underwriter agreed to purchase hereunder) of the Unpurchased Debt Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made, but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Unpurchased Debt Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in paragraph (a) above, the aggregate principal amount of Unpurchased Debt Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Debt Securities, as referred to in paragraph (b) above, of if the Company shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Unpurchased Debt 16 Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 5 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. 11. TERMINATION. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for all Debt Securities, if prior to such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) if a banking moratorium shall have been declared either by federal, Wisconsin or New York State authorities, (iii) if trading in any securities of the Company shall have been suspended or halted, or (iv) if there shall have occurred any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a war or national emergency or any other calamity or crisis the effect of which on the financial markets in the United States is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the public offering or delivery of the Debt Securities on the terms and in the manner contemplated in the Prospectus. 12. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to the Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of their respective officers, directors or controlling persons within the meaning of the Act, and will survive delivery of and payment for the Debt Securities. The provisions of Sections 5, 8 and 9 hereof shall survive the termination or cancellation of this Agreement. 13. NOTICES. All communications hereunder will be in writing and, if sent to the Representatives, will be mailed, delivered or transmitted and confirmed to them at their address set forth for that purpose in Schedule I hereto or, if sent to the Company, will be mailed, delivered or transmitted and confirmed to it at 100 North Barstow Street, Eau Claire, Wisconsin 54701, attention Secretary. 14. SUCCESSORS. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 9 hereof, and no other person will have any right or obligation hereunder. 15. APPLICABLE LAW. This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin. 16. COUNTERPARTS. This Agreement may be executed in counterparts, all of which, taken together, shall constitute a single agreement among the parties to such counterparts. 17 17. REPRESENTATION OF THE UNDERWRITERS. The Representatives represent and warrant to the Company that they are authorized to act as the representatives of the Underwriters in connection with this financing and that the Representatives' execution and delivery of this Agreement and any action under this Agreement taken by such Representatives will be binding upon all Underwriters. 18. OTHER. Time shall be of the essence for all purposes of this Agreement. As used herein, "business day" shall mean any day when the Commission's office in Washington D.C. is open for business. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, NORTHERN STATES POWER COMPANY By -------------------------------------- [Title] The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [Name of Representative(s)] By ------------------------------------------------------ FOR ITSELF OR THEMSELVES AND AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS, IF ANY, NAMED IN SCHEDULE II TO THE FOREGOING AGREEMENT. 18 SCHEDULE I Underwriting Agreement dated Registration Statement No. 333- Representatives and Addresses: Debt Securities: Designation: Debt Securities, Series due , _____% Principal Amount: $ Supplemental Indenture dated as of Date of Maturity: Interest Rate: ____% per annum, payable _______ and ______ of each year, commencing Purchase Price: ____% of the principal amount thereof, PLUS accrued interest, if any, from _____________ to the date of payment and delivery. Public Offering Price: _____% of the principal amount thereof, plus accrued interest, if any, from _________________ to the date of payment and delivery. Redemption Terms: Payment to be made in federal (same day) funds. Yes No ---- ---- Closing Date and Location: Office for Delivery of Debt Securities: Office for Payment of Debt Securities: Office for Checking of Debt Securities: 19 SCHEDULE II
NAME OF UNDERWRITER PRINCIPAL ------------------- AMOUNT OF DEBT SECURITIES --------------- ----------- Total . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . $ ===========
20 EXHIBIT A FORM OF OPINION OF JOHN D. WILSON RE: $ ,000,000 PRINCIPAL AMOUNT OF DEBT SECURITIES, SERIES DUE , % OF NORTHERN STATES POWER COMPANY, A WISCONSIN CORPORATION. Gentlemen: For the purpose of rendering this opinion, I have examined the proceedings taken by Northern States Power Company, a Wisconsin corporation, herein called the "Company," with respect to the issue and sale by the Company of $ principal amount of Debt Securities, Series due , % herein called the "Debt Securities." In connection therewith, I have participated in the preparation of the proceedings for the issuance and sale of the Debt Securities, including the Underwriting Agreement dated (the "Underwriting Agreement") between you and the Company relating to your purchase of the Debt Securities, and have either participated in the preparation of or examined the Indenture dated _____ __, 1999 and the Supplemental Indenture dated as of , creating the Debt Securities, all from the Company to Firstar Bank Milwaukee, National Association, as Debt Trustee (which Indenture and Supplemental Indenture are herein collectively called the "Indenture"). I have also participated in the preparation of or examined the registration statement and the accompanying prospectuses and any supplements thereto, as filed under the Securities Act of 1933, as amended (herein called the "Act"), with respect to the Debt Securities. The terms "Registration Statement" and "Prospectus" as used herein shall have the meanings ascribed to such terms by the Underwriting Agreement. My examination has extended to all statutes, records, instruments, and documents which I have deemed necessary to examine for the purposes of this opinion. I am of the opinion that: 1. The Company is a legally existing corporation under the laws of the State of Wisconsin; has corporate power, right, and authority to do business and to own property in the State of Wisconsin in the manner and as set forth in the Prospectus; has no "significant subsidiaries" within the meaning of Rule 1.02(w) of Regulation S-X under the Act; and has corporate power, right, and authority to make the Indenture and issue and sell the Debt Securities; 2. The authorized capital stock of the Company is as set forth in the Prospectus and all of the issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by Northern States Power Company, a Minnesota corporation; 3. The Underwriting Agreement has been duly authorized, executed, and delivered by the Company and is a valid and binding obligation of the Company, except to the extent that the provisions for indemnities in the Underwriting Agreement may be held to be unenforceable as against public policy; 4. The Indenture has been duly authorized by appropriate corporate proceedings on the part of the Company, has been duly executed and delivered and constitutes a legal, valid, and binding instrument enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting enforcement of creditor's rights; 5. The issuance of the Debt Securities in accordance with the terms of the Indenture and the sale and delivery thereof pursuant to the provisions of the Underwriting Agreement has been duly authorized by the Company; the statements made under the captions "Description of Securities" in the Prospectus and "Supplemental Description of Securities" in the Prospectus Supplement, insofar as they purport to summarize provisions of documents specifically referred to therein, fairly present the information called for with respect thereto by Form S-3; the Debt Securities are in due legal form, constitute legal, valid, and binding obligations of the Company, and are enforceable in accordance with their terms; 6. The consummation of the transactions contemplated in the Underwriting Agreement and the fulfillment of the terms thereof and compliance by the Company with all the terms and provisions of the Indenture will not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument known to me to which the Company is a party or by which it is bound, or the Restated Articles of Incorporation, as amended, or By-laws of the Company or, to the best of my knowledge, any order, rule or regulation applicable to the Company of any court or of any federal or state regulatory body or administrative agency or other government body having jurisdiction over the Company or its property; 7. The Registration Statement has become effective under the Act. The Prospectus Supplement (as defined in the Underwriting Agreement) has been filed pursuant to Rule 424(b) under the Act and no proceedings for a stop order have been instituted or to my knowledge are pending or threatened under Section 8(d) of the Act; the Public Service Commission of Wisconsin has issued its order authorizing the issuance and sale of the Debt Securities; the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; and no further approval of, authorization, consent certificate or order of any governmental body, federal, state (other than the approval of the Michigan Public Service Commission) or other, is required in connection with the issuance and sale of the Debt Securities by the Company to you as provided in the Underwriting Agreement, except as may be required by "blue sky" or state securities laws; 8. At the time the Registration Statement became effective and at the date of the Underwriting Agreement, the Registration Statement (other than the financial statements and supporting schedules included therein, as to which no opinion is rendered) 2 complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder; 9. I do not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required; 10. The Company has all necessary power under statutory provisions and permits to use its operating electric and gas properties; and 11. All statements contained in the Registration Statement and Prospectus purporting to set forth my opinion or to be based upon my opinion correctly set forth my opinion on said respective matters. In the course of my participation in the preparation of the Registration Statement and prospectus I made investigations as to the accuracy of certain of the statements of fact contained therein, I discussed other matters with officers, employees and representatives of the Company, and I examined various corporate records and data. While I do not pass up on and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement or the Prospectus (except as to matters set forth in Paragraphs 8 and 11 above), nothing has come to my attention that would lead me to believe that the Registration Statement at the time it became effective or at the date of the Underwriting Agreement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus at the date of the Underwriting Agreement or as of the date hereof contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Respectfully submitted, By -------------------------------------- John D. Wilson Vice President-Regulatory Affairs and General Counsel 3 EX-4.01 3 EXHIBIT 4.01 EXHIBIT 4.01P FORM OF AUGUST 13, 1999 ===================== NORTHERN STATES POWER COMPANY (A WISCONSIN CORPORATION) AND FIRSTAR BANK MILWAUKEE, NATIONAL ASSOCIATION TRUSTEE --------- INDENTURE DATED AS OF _____, 1999 --------- ======================================================= PROVIDING FOR ISSUANCE OF DEBT SECURITIES CROSS REFERENCE SHEET SHOWING THE LOCATION IN THE INDENTURE OF THE PROVISIONS INSERTED PURSUANT TO SECTIONS 310 THROUGH 318(a) INCLUSIVE OF THE TRUST INDENTURE ACT OF 1939
SECTION OF TRUST INDENTURE ACT SECTION OF INDENTURE PAGE - ----------------- -------------------------------------------------------------- ---- 310(a)(1) 8.9 43 310(a)(2) 8.9 43 310(a)(3) NOT APPLICABLE -- 310(a)(4) NOT APPLICABLE -- 310(a)(5) 8.9 43 310(b) 8.8 43 310(c) NOT APPLICABLE -- 311(a) 8.14 46 311(b) 8.14 46 311(c) NOT APPLICABLE -- 312(a) 6.1(a) 31 312(b) 6.1(b) 31 312(c) 6.1(c) 32 313(a) 6.3(a) 33 313(b) 6.3(b) 33 313(c) 6.3(d) 33 313(d) 6.3(c) and 6.3(d) 33 314(a) 6.2(a), 6.2(b) and 6.2(c) 30-32 314(b) NOT APPLICABLE 30 314(c)(1) Definition of Officers' Certificate, 6.5 and 14.5(a) 5;30;56 314(c)(2) Definition of Opinion of Counsel and 14.5 5;56 314(c)(3) NOT APPLICABLE -- 314(d)(1) NOT APPLICABLE 4;23 314(d)(2) NOT APPLICABLE 4;23 314(d)(3) NOT APPLICABLE 23 314(e) 14.5(b) 56 314(f) NOT APPLICABLE -- 315(a) 8.1 and 8.2 40-42 315(b) 7.8 39 315(c) 8.1(a) 40 315(d) 8.1(b) 40 315(e) 7.9 39 316(a) 7.7 39 9.4 47 12.2 53 316(b) 7.4 38 12.2 53 SECTION OF TRUST INDENTURE ACT SECTION OF INDENTURE PAGE - ----------------- -------------------------------------------------------------- ---- 316(c) 9.6 48 317(a)(1) 7.2(b) 36 317(a)(2) 7.2(c) 36 317(b) 4.2 27 5.4 29 318(a) 14.7 57
ii TABLE OF CONTENTS -----------------
PAGE ---- ARTICLE I. DEFINITIONS................................................................................1 Section 1.1. General...............................................................................1 Section 1.2. Trust Indenture Act...................................................................1 Section 1.3. Definitions...........................................................................2 ARTICLE II. FORM, ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES............................7 Section 2.1. Form Generally........................................................................7 Section 2.2. Form Of Trustee's Certificate Of Authentication.......................................7 Section 2.3. Amount Unlimited......................................................................7 Section 2.4. Denominations, Dates, Interest Payment And Record Dates...............................7 Section 2.5. Execution, Authentication, Delivery And Dating........................................9 Section 2.6. Exchange And Registration Of Transfer Of Securities..................................11 Section 2.7. Mutilated, Destroyed, Lost Or Stolen Securities......................................12 Section 2.8. Temporary Securities.................................................................13 Section 2.9. Cancellation Of Securities Paid, Etc.................................................13 Section 2.10. Interest Rights Preserved............................................................14 Section 2.11. Special Record Date..................................................................14 Section 2.12. Payment Of Securities................................................................14 Section 2.13. Securities Issuable In The Form Of A Global Security.................................15 ARTICLE III. REDEMPTION OF SECURITIES..................................................................17 Section 3.1. Applicability Of Article.............................................................17 Section 3.2. Notice Of Redemption; Selection Of Securities........................................17 Section 3.3. Payment Of Securities On Redemption; Deposit Of Redemption Price.....................18 ARTICLE IV. SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS..............................................19 Section 4.1. Satisfaction And Discharge...........................................................19 Section 4.2. Deposited Moneys To Be Held In Trust By Trustee......................................21 Section 4.3. Paying Agent To Repay Moneys Held....................................................21 Section 4.4. Return Of Unclaimed Moneys...........................................................21 ARTICLE V. PARTICULAR COVENANTS OF THE COMPANY.......................................................21 Section 5.1. Payment Of Principal, Premium And Interest...........................................21 Section 5.2. Office For Notices And Payments, Etc.................................................21 Section 5.3. Appointments To Fill Vacancies In Trustee's Office...................................22 Section 5.4. Provision As To Paying Agent.........................................................22 Section 5.5. Certificates And Notice To Trustee...................................................23 ARTICLE VI. SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE...........................23 Section 6.1. Securityholder Lists.................................................................23 Section 6.2. Securities And Exchange Commission Reports...........................................24 Section 6.3. Reports By The Trustee...............................................................25 i ARTICLE VII. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENTS OF DEFAULT..........................26 Section 7.1. Events Of Default....................................................................26 Section 7.2. Payment Of Securities On Default; Suit Therefor......................................28 Section 7.3. Application Of Moneys Collected By Trustee...........................................29 Section 7.4. Proceedings By Securityholders.......................................................30 Section 7.5. Proceedings By Trustee...............................................................30 Section 7.6. Remedies Cumulative And Continuing...................................................30 Section 7.7. Direction Of Proceedings And Waiver Of Defaults By Majority Of Securityholders.......31 Section 7.8. Notice Of Default....................................................................31 Section 7.9. Undertaking To Pay Costs.............................................................32 ARTICLE VIII. CONCERNING THE TRUSTEE....................................................................32 Section 8.1. Duties And Responsibilities Of Trustee...............................................32 Section 8.2. Reliance On Documents, Opinions, Etc.................................................33 Section 8.3. No Responsibility For Recitals, Etc..................................................34 Section 8.4. Trustee, Authenticating Agent, Paying Agent Or Registrar May Own Securities..........34 Section 8.5. Moneys To Be Held In Trust...........................................................34 Section 8.6. Compensation And Expenses Of Trustee.................................................34 Section 8.7. Officers' Certificate As Evidence....................................................35 Section 8.8. Conflicting Interest Of Trustee......................................................35 Section 8.9. Existence And Eligibility Of Trustee.................................................35 Section 8.10. Resignation Or Removal Of Trustee....................................................35 Section 8.11. Appointment Of Successor Trustee.....................................................36 Section 8.12. Acceptance By Successor Trustee......................................................37 Section 8.13. Succession By Merger, Etc............................................................37 Section 8.14. Limitations On Rights Of Trustee As A Creditor.......................................38 Section 8.15. Authenticating Agent.................................................................38 ARTICLE IX. CONCERNING THE SECURITYHOLDERS............................................................39 Section 9.1. Action By Securityholders............................................................39 Section 9.2. Proof Of Execution By Securityholders................................................39 Section 9.3. Who Deemed Absolute Owners...........................................................39 Section 9.4. Company-Owned Securities Disregarded.................................................39 Section 9.5. Revocation Of Consents; Future Holders Bound.........................................40 Section 9.6. Record Date For Securityholder Acts..................................................40 ARTICLE X. SECURITYHOLDERS' MEETING..................................................................40 Section 10.1. Purposes Of Meetings.................................................................40 Section 10.2. Call Of Meetings By Trustee..........................................................41 Section 10.3. Call Of Meetings By Company Or Securityholders.......................................41 Section 10.4. Qualifications For Voting............................................................41 Section 10.5. Regulations..........................................................................41 Section 10.6. Voting...............................................................................42 Section 10.7. Rights Of Trustee Or Securityholders Not Delayed.....................................42 ARTICLE XI. CONSOLIDATION, MERGER, SALE, TRANSFER OR OTHER DISPOSITION................................43 Section 11.1. Company May Consolidate, Etc. Only On Certain Terms..................................43 ii Section 11.2. Successor Corporation Substituted....................................................43 ARTICLE XII. SUPPLEMENTAL INDENTURES...................................................................43 Section 12.1. Supplemental Indentures Without Consent Of Securityholders...........................43 Section 12.2. Supplemental Indentures With Consent Of Securityholders..............................44 Section 12.3. Compliance With Trust Indenture Act; Effect Of Supplemental Indentures...............45 Section 12.4. Notation On Securities...............................................................46 Section 12.5. Evidence Of Compliance Of Supplemental Indenture To Be Furnished Trustee.............46 ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS...........................46 Section 13.1. Indenture And Securities Solely Corporate Obligations................................46 ARTICLE XIV. MISCELLANEOUS PROVISIONS..................................................................46 Section 14.1. Provisions Binding On Company's Successors...........................................46 Section 14.2. Official Acts By Successor Corporation...............................................46 Section 14.3. Notices..............................................................................47 Section 14.4. Governing Law........................................................................47 Section 14.5. Evidence Of Compliance With Conditions Precedent.....................................47 Section 14.6. Business Days........................................................................48 Section 14.7. Trust Indenture Act To Control.......................................................48 Section 14.8. Table Of Contents, Headings, Etc.....................................................48 Section 14.9. Execution In Counterparts............................................................49 Section 14.10. Manner Of Mailing Notice To Securityholders..........................................49 Section 14.11. Approval By Trustee Of Expert Or Counsel.............................................49 EXHIBIT A -- Form of Global Security.............................................................A-1 EXHIBIT B -- Form of Security....................................................................B-1
iii THIS INDENTURE, dated as of _____ __, 1999, between NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under the laws of the State of Wisconsin (the "COMPANY"), and FIRSTAR BANK MILWAUKEE, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as trustee (the "TRUSTEE"). WITNESSETH WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (the "SECURITIES"), to be issued as in this Indenture provided; AND WHEREAS, all acts and things necessary to make this Indenture a valid agreement according to its terms have been done and performed, and the execution of this Indenture and the issue hereunder of the Securities have in all respects been duly authorized; NOW THEREFORE, THIS INDENTURE WITNESSETH: That in order to declare the terms and conditions upon which the Securities are, and are to be authenticated, issued and delivered, and in consideration of the premises, of the purchase and acceptance of the Securities by the Holders thereof and of the sum of one dollar duly paid to it by the Trustee at the execution of this Indenture, the receipt whereof is hereby acknowledged, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Securities, as follows: ARTICLE I. DEFINITIONS SECTION 1.1. GENERAL. The terms defined in this Article I (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Article I. SECTION 1.2. TRUST INDENTURE ACT. (a) Whenever this Indenture refers to a provision of the Trust Indenture Act of 1939, as amended (the "TIA"), such provision is incorporated by reference in and made a part of this Indenture. (b) Unless otherwise indicated, all terms used in this Indenture that are defined by the TIA, defined by the TIA by reference to another statute or defined by a rule of the Commission under the TIA shall have the meanings assigned to them in the TIA or such statute or rule as in force on the date of execution of this Indenture. 1 SECTION 1.3. DEFINITIONS. For purposes of this Indenture, the following terms shall have the following meanings. AUTHENTICATING AGENT: The term "AUTHENTICATING AGENT" shall mean any agent of the Trustee which shall be appointed and acting pursuant to Section 8.15 hereof. AUTHORIZED AGENT: The term "AUTHORIZED AGENT" shall mean any agent of the Company designated as such by an Officers' Certificate delivered to the Trustee. BOARD OF DIRECTORS: The term "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company or the Financing Committee of such Board or any other duly authorized committee of such Board. BOARD RESOLUTION: The term "BOARD RESOLUTION" shall mean a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. BUSINESS DAY: The term "BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions or trust companies in the Borough of Manhattan, the City and State of New York, or in the city where the corporate trust office of the Trustee is located, are obligated or authorized by law or executive order to close. COMMISSION: The term "COMMISSION" shall mean the United States Securities and Exchange Commission, or if at any time hereafter the Commission is not existing or performing the duties now assigned to it under the TIA, then the body performing such duties. COMPANY: The term "COMPANY" shall mean the corporation named as the "Company" in the first paragraph of this Indenture, and its successors and assigns permitted hereunder. 2 COMPANY ORDER: The term "COMPANY ORDER" shall mean a written order signed in the name of the Company by one of the Chairman, the President, any Vice President, the Treasurer or an Assistant Treasurer, and the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. CORPORATE TRUST OFFICE OF THE TRUSTEE: The term "CORPORATE TRUST OFFICE OF THE TRUSTEE", or other similar term, shall mean the corporate trust office of the Trustee, at which at any particular time its corporate trust business shall be principally administered, which office is at the date of the execution of this Indenture located at 1555 North River Center Drive, Suite 301, P.O. Box 2077, Milwaukee, Wisconsin 53201-2077. DEPOSITORY: The term "DEPOSITORY" shall mean, unless otherwise specified in a Company Order pursuant to Section 2.5 hereof, The Depository Trust Company, New York, New York, or any successor thereto registered and qualified under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation. EVENT OF DEFAULT: The term "EVENT OF DEFAULT" shall mean any event specified in Section 7.1 hereof, continued for the period of time, if any, and after the giving of the notice, if any, therein designated. GLOBAL SECURITY: The term "GLOBAL SECURITY" shall mean a Security that pursuant to Section 2.5 hereof is issued to evidence Securities, that is delivered to the Depository or pursuant to the instructions of the Depository and that shall be registered in the name of the Depository or its nominee. INDENTURE: The term "INDENTURE" shall mean this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented. INTEREST PAYMENT DATE: The term "INTEREST PAYMENT DATE" shall mean, unless otherwise specified in a Company Order pursuant to Section 2.5 hereof, (a) each May 1 and November 1 during the period any Security is outstanding (provided that the first Interest Payment Date for any Security, the Original Issue Date of which is after a Regular Record Date but prior to the respective Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record Date), (b) a date of maturity of such Security and (c) only with respect to defaulted interest on such Security, 3 the date established by the Trustee for the payment of such defaulted interest pursuant to Section 2.11 hereof. MATURITY: The term "MATURITY," when used with respect to any Security, shall mean the date on which the principal of such Security becomes due and payable as therein or herein provided, whether at the stated maturity thereof or by declaration of acceleration, redemption or otherwise. OFFICERS' CERTIFICATE: The term "OFFICERS' CERTIFICATE" when used with respect to the Company, shall mean a certificate signed by one of the Chairman, the President, any Vice President, the Treasurer or an Assistant Treasurer, and by the Secretary or an Assistant Secretary of the Company. OPINION OF COUNSEL: The term "OPINION OF COUNSEL" shall mean an opinion in writing signed by legal counsel, who may be an employee of the Company, meeting the applicable requirements of Section 14.5 hereof. If the Indenture requires the delivery of an Opinion of Counsel to the Trustee, the text and substance of which has been previously delivered to the Trustee, the Company may satisfy such requirement by the delivery by the legal counsel that delivered such previous Opinion of Counsel of a letter to the Trustee to the effect that the Trustee may rely on such previous Opinion of Counsel as if such Opinion of Counsel was dated and delivered the date delivery of such Opinion of Counsel is required. Any Opinion of Counsel may contain conditions and qualifications satisfactory to the Trustee. OPINION OF INDEPENDENT COUNSEL: The term "OPINION OF INDEPENDENT COUNSEL" shall mean an opinion in writing signed by legal counsel, who shall not be an employee of the Company, meeting the applicable requirements of Section 14.5. Any Opinion of Independent Counsel may contain conditions and qualifications satisfactory to the Trustee. ORIGINAL ISSUE DATE: The term "ORIGINAL ISSUE DATE" shall mean for a Security, or portions thereof, the date upon which it, or such portion, was issued by the Company pursuant to this Indenture and authenticated by the Trustee (other than in connection with a transfer, exchange or substitution). OUTSTANDING: The term "OUTSTANDING", when used with reference to Securities, shall, subject to Section 9.4 hereof, mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except 4 (a) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (b) Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company), provided that if such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article III, or provisions satisfactory to the Trustee shall have been made for giving such notice; (c) Securities, or portions thereof, that have been paid and discharged or are deemed to have been paid and discharged pursuant to the provisions of this Indenture; and (d) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered, or which have been paid, pursuant to Section 2.7 hereof. PERSON: The term "PERSON" shall mean any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or government or any agent or political subdivision thereof. PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY: The term "PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY" shall mean 100 North Barstow Street, Eau Claire, Wisconsin 54703 or such other place where the main corporate offices of the Company are located as designated in writing to the Trustee by an Authorized Agent. REGULAR RECORD DATE: The term "REGULAR RECORD DATE" shall mean, unless otherwise specified in a Company Order pursuant to Section 2.5, for an Interest Payment Date for a particular Security (a) the fifteenth day of the calendar month next preceding each Interest Payment Date (unless the Interest Payment Date is the date of maturity of such Security, in which event, the Regular Record Date shall be as described in clause (b) hereof) and (b) the date of maturity of such Security. RESPONSIBLE OFFICER: The term "RESPONSIBLE OFFICER" or "RESPONSIBLE OFFICERS" when used with respect to the Trustee shall mean one or more of the following: the chairman of the board of directors, the vice chairman of the board of directors, the chairman of the executive committee, the president, any vice president, the secretary, the treasurer, any trust officer, any assistant trust officer, any second or assistant vice president, any assistant secretary, any assistant treasurer, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by 5 the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject. SECURITY OR SECURITIES: The terms "SECURITY" or "SECURITIES" shall mean any debt security or debt securities, as the case may be, authenticated and delivered under this Indenture, including any Global Security. SECURITYHOLDER: The terms "SECURITYHOLDER", "HOLDER OF SECURITIES" or "HOLDER" shall mean any Person in whose name at the time a particular Security is registered on the books of the Trustee kept for that purpose in accordance with the terms hereof. SPECIAL RECORD DATE: The term "SPECIAL RECORD DATE" shall mean, with respect to any Security, the date established by the Trustee in connection with the payment of defaulted interest on such Security pursuant to Section 2.11 hereof. STATED MATURITY: The term "STATED MATURITY" shall mean with respect to any Security, the last date on which principal on such Security becomes due and payable as therein or herein provided, other than by declaration of acceleration or by redemption. TRUSTEE: The term "TRUSTEE" shall mean Firstar Bank Milwaukee, National Association and, subject to Article VIII, shall also include any successor Trustee. U.S. GOVERNMENT OBLIGATIONS: The term "U.S. GOVERNMENT OBLIGATIONS" shall mean (i) direct non-callable obligations of, or non-callable obligations guaranteed as to timely payment of principal and interest by, the United States of America or an agency thereof for the payment of which obligations or guarantee the full faith and credit of the United States is pledged or (ii) certificates or receipts representing direct ownership interests in obligations or specified portions (such as principal or interest) of obligations described in clause (i) above, which obligations are held by a custodian in safekeeping in a manner satisfactory to the Trustee. 6 ARTICLE II. FORM, ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES SECTION 2.1. FORM GENERALLY. (a) If the Securities are in the form of a Global Security they shall be in substantially the form set forth in EXHIBIT A to this Indenture, and, if the Securities are not in the form of a Global Security, they shall be in substantially the form set forth in EXHIBIT B to this Indenture, or, in any case, in such other form as shall be established by a Board Resolution, or a Company Order pursuant to a Board Resolution, or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable rules of any securities exchange or of the Depository or with applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of such Securities. (b) The definitive Securities shall be typed, printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. SECTION 2.2. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication on all Securities shall be in substantially the following form: Trustee's Certificate of Authentication This Security is one of the Securities of the series herein designated, described or provided for in the within-mentioned Indenture. Firstar Bank Milwaukee, National Association, AS TRUSTEE By: _________________________________________ AUTHORIZED OFFICER SECTION 2.3. AMOUNT UNLIMITED. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited, subject to compliance with the provisions of this Indenture. SECTION 2.4. DENOMINATIONS, DATES, INTEREST PAYMENT AND RECORD DATES. (a) The Securities shall be issuable in registered form without coupons in denominations of $1,000 and integral multiples thereof or such other amount or amounts as may be authorized by the Board of Directors or a Company Order pursuant to a Board Resolution or 7 in one or more indentures supplemental hereto; provided that the principal amount of a Global Security shall not exceed $200,000,000 unless otherwise permitted by the Depository. (b) Each Security shall be dated and issued as of the date of its authentication by the Trustee, and shall bear an Original Issue Date or, as provided in Section 2.13(e) hereof, two or more Original Issue Dates; each Security issued upon transfer, exchange or substitution of a Security shall bear the Original Issue Date or Dates of such transferred, exchanged or substituted Security, subject to the provisions of Section 2.13(e) hereof. (c) Each Security shall bear interest from the later of (1) its Original Issue Date (or, if pursuant to Section 2.13 hereof, a Global Security has two or more Original Issue Dates, interest shall, beginning on each such Original Issue Date, begin to accrue for that part of the principal amount of such Global Security to which that Original Issue Date is applicable), or (2) the most recent date to which interest has been paid or duly provided for with respect to such Security until the principal of such Security is paid or made available for payment, and interest on each Security shall be payable on each Interest Payment Date after the Original Issue Date. (d) Each Security shall mature on a stated maturity specified in the Security. The principal amount of each outstanding Security shall be payable on the maturity date or dates specified therein. (e) Unless otherwise specified in a Company Order pursuant to Section 2.5 hereof, interest on each of the Securities shall be calculated on the basis of a 360-day year of twelve 30-day months and shall be computed at a fixed rate until the maturity of such Securities. The method of computing interest on any Securities not bearing a fixed rate of interest shall be set forth in a Company Order pursuant to Section 2.5 hereof. Unless otherwise specified in a Company Order pursuant to Section 2.5 hereof, principal, interest and premium on the Securities shall be payable in the currency of the United States. (f) Except as provided in the following sentence, the Person in whose name any Security is registered at the close of business on any Regular Record Date or Special Record Date with respect to an Interest Payment Date for such Security shall be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such Security upon any registration of transfer, exchange or substitution of such Security subsequent to such Regular Record Date or Special Record Date and prior to such Interest Payment Date. Any interest payable at maturity shall be paid to the Person to whom the principal of such Security is payable. (g) The Trustee (or any duly selected paying agent) shall provide to the Company during each month that precedes an Interest Payment Date a list of the principal, interest and premium to be paid on Securities on such Interest Payment Date; provided, however, that any failure to receive such notice shall not relieve the Company of its obligation to pay the principal, interest and premium on the Securities when due. The Trustee shall assume responsibility for withholding taxes on interest paid as required by law except with respect to any Global Security. 8 SECTION 2.5. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. (a) The Securities shall be executed on behalf of the Company by one of its Chairman, President, any Vice President, its Treasurer or an Assistant Treasurer of the Company and attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Securities may be manual or facsimile. (b) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with or preceded by one or more Company Orders for the authentication and delivery of such Securities, and the Trustee in accordance with any such Company Order shall authenticate and deliver such Securities. The Securities shall be issued in series. Such Company Order shall specify the following with respect to each series of Securities: (i) any limitations on the aggregate principal amount of the Securities to be issued as part of such series, (ii) the Original Issue Date or Dates for such series, (iii) the stated maturity of such series, (iv) the interest rate or rates, or method of calculation of such rate or rates, for such series, (v) the terms, if any, regarding the optional or mandatory redemption of such series, including redemption date or dates of such series, if any, and the price or prices applicable to such redemption (including any premium), (vi) the period or periods within which, the price or prices at which and the terms and conditions upon which such Securities may be repaid, in whole or in part, at the option of the Holder thereof, (vii) whether or not the Securities of such series shall be issued in whole or in part in the form of a Global Security and, if so, the Depository for such Global Security, (viii) the designation of such series, (ix) if the form of the Securities of such series is not as described in EXHIBIT A OR EXHIBIT B hereto, the form of the Securities of such series, (x) the maximum annual interest rate, if any, of the Securities permitted for such series, (xi) any other information necessary to complete the Securities of such series, (xii) the establishment of any office or agency pursuant to Section 5.2 hereof, and (xiii) any other terms of such series not inconsistent with this Indenture. Prior to authenticating Securities of any series, and in accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive from the Company the following at or before the issuance of the initial Security of such series of Securities, and (subject to Section 8.1 hereof) shall be fully protected in relying upon: (1) A Board Resolution authorizing such Company Order or Orders and, if the form of Securities is established by a Board Resolution or a Company Order pursuant to a Board Resolution, a copy of such Board Resolution; (2) an Opinion of Counsel stating substantially the following subject to customary qualifications and exceptions: 9 (A) if the form of Securities has been established by or pursuant to a Board Resolution, a Company Order pursuant to a Board Resolution, or in a supplemental indenture as permitted by Section 2.1 hereof, that such form has been established in conformity with this Indenture; (B) that the Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of the Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in the Indenture; (C) that the Indenture is qualified to the extent necessary under the TIA; (D) that such Securities have been duly authorized and executed by the Company, and when authenticated by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of this Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in this Indenture; (E) that the issuance of the Securities will not result in any default under this Indenture, or any other contract, indenture, loan agreement or other instrument to which the Company is a party or by which it or any of its property is bound; and (F) that all consents or approvals of the Public Service Commission of Wisconsin (or any successor agency) and of any other federal or state regulatory agency required in connection with the Company's execution and delivery of this Indenture and such series of Securities have been obtained and not withdrawn (except that no statement need be made with respect to state securities laws). (3) an Officer's Certificate stating that (i) the Company is not, and upon the authentication by the Trustee of the series of Securities, will not be in default under any of the terms or covenants contained in the Indenture, and (ii) all conditions that must be met by the Company to issue Securities under this Indenture have been met. 10 (d) The Trustee shall have the right to decline to authenticate and deliver any Security: (1) if the issuance of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee; (2) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (3) if the Trustee in good faith by its Board of Directors, executive officers or a trust committee of directors and/or responsible officers determines that such action would expose the Trustee to personal liability to Holders of any outstanding Securities. (e) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. (f) If all Securities of a series are not to be authenticated and issued at one time, the Company shall not be required to deliver the Company Order, Board Resolutions, Officers' Certificate and Opinion of Counsel (including any such that would be otherwise required pursuant to Section 14.5 hereof) described in Section 2.5(c) hereof at or prior to the authentication of each Security of such series, if such items are delivered at or prior to the time of authentication of the first Security of such series to be authenticated and issued. If all of the Securities of a series are not authenticated and issued at one time, for each issuance of Securities after the initial issuance of Securities, the Company shall be required only to deliver to the Trustee the Security and a written request (executed by one of the Chairman, the President, any Vice President, the Treasurer, or an Assistant Treasurer, and the Secretary or an Assistant Secretary of the Company) to the Trustee to authenticate such Security and to deliver such Security in accordance with the instructions specified by such request. Any such request shall constitute a representation and warranty by the Company that the statements made in the Officers' Certificate delivered to the Trustee prior to the authentication and issuance of the first Security of such series are true and correct on the date thereof as if made on and as of the date thereof. SECTION 2.6. EXCHANGE AND REGISTRATION OF TRANSFER OF SECURITIES. (a) Subject to Section 2.13 hereof, Securities may be exchanged for one or more new Securities of any authorized denominations and of a like aggregate principal amount, series and stated maturity and having the same terms and Original Issue Date or Dates. Securities to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to 11 Section 5.2 hereof, and the Trustee shall deliver in exchange therefor the Security or Securities which the Securityholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Securities and shall register or cause to be registered the transfer of Securities as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Security at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Securities of any authorized denominations and of a like aggregate principal amount, series and stated maturity and having the same terms and Original Issue Date or Dates. (c) All Securities presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register a transfer of any Securities selected, called or being called for redemption (including Securities, if any, redeemable at the option of the Holder provided such Securities are then redeemable at such Holder's option) except, in the case of any Security to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Security is paid, then upon surrender to the Trustee of such Global Security, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Security in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date or Dates and series as, the unpaid portion of such Global Security. SECTION 2.7. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. (a) If any temporary or definitive Security shall become mutilated or be destroyed, lost or stolen, the Company shall execute, and upon its request the Trustee shall authenticate and deliver, a new Security of like form and principal amount and having the same terms and Original Issue Date or Dates and bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Security shall furnish to the Company, the Trustee and any paying agent or Authenticating Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft of a Security, the applicant shall also furnish to the Company and to the 12 Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof. (b) The Trustee shall authenticate any such substituted Security and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. If any Security which has matured, is about to mature, has been redeemed or called for redemption shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Company, the Trustee and any paying agent or Authenticating Agent such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee of the destruction, loss or theft of such Security and of the ownership thereof. (c) Every substituted Security issued pursuant to this Section 2.7 by virtue of the fact that any Security is mutilated, destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not such destroyed, lost or stolen Security shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. SECTION 2.8. TEMPORARY SECURITIES. Pending the preparation of definitive Securities, the Company may execute and the Trustee shall authenticate and deliver temporary Securities (printed, lithographed or otherwise reproduced). Temporary Securities shall be issuable in any authorized denomination and substantially in the form of the definitive Securities but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every such temporary Security shall be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Securities. Without unreasonable delay the Company shall execute and shall deliver to the Trustee definitive Securities and thereupon any or all temporary Securities shall be surrendered in exchange therefor at the corporate trust office of the Trustee, and the Trustee shall authenticate, deliver and register in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities. Such exchange shall be made by the Company at its own expense and without any charge therefor to the Securityholders. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities authenticated and delivered hereunder. SECTION 2.9. CANCELLATION OF SECURITIES PAID, ETC. All Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer shall be surrendered to the Trustee 13 for cancellation and promptly canceled by it and no Securities shall be issued in lieu thereof except as expressly permitted by this Indenture. The Company's acquisition of any Securities shall operate as a redemption or satisfaction of the indebtedness represented by such Securities and such Securities shall be surrendered by the Company to and canceled by the Trustee. SECTION 2.10. INTEREST RIGHTS PRESERVED. Each Security delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Security shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security, and each such Security shall be so dated that neither gain nor loss of interest shall result from such transfer, exchange or substitution. SECTION 2.11. SPECIAL RECORD DATE. If and to the extent that the Company fails to make timely payment or provision for timely payment of interest on any series of Securities (other than on an Interest Payment Date that is a maturity date), that interest shall cease to be payable to the Persons who were the Securityholders of such series at the applicable Regular Record Date. In that event, when moneys become available for payment of the interest, the Trustee shall (a) establish a date of payment of such interest and a Special Record Date for the payment of that interest, which Special Record Date shall be not more than 15 or fewer than 10 days prior to the date of the proposed payment and (b) mail notice of the date of payment and of the Special Record Date not fewer than 10 days preceding the Special Record Date to each Securityholder of such series at the close of business on the 15th day preceding the mailing at the address of such Securityholder, as it appeared on the register for the Securities. On the day so established by the Trustee the interest shall be payable to the Holders of the applicable Securities at the close of business on the Special Record Date. SECTION 2.12. PAYMENT OF SECURITIES. Payment of the principal, interest and premium on all Securities shall be payable as follows: (a) On or before 11:30 a.m., New York City time, of the day on which payment of principal, interest and premium is due on any Global Security pursuant to the terms thereof, the Company shall deliver to the Trustee funds available on such date sufficient to make such payment, by wire transfer of immediately available funds or by instructing the Trustee to withdraw sufficient funds from an account maintained by the Company with the Trustee or such other method as is acceptable to the Trustee and the Depository. On or before Noon, New York City time, or such other time as shall be agreed upon between the Trustee and the Depository, of the day on which any payment of interest is due on any Global Security (other than at maturity) and following receipt of the necessary funds from the Company, the Trustee shall pay to the Depository such interest in same day funds. On or before Noon, New York City time or such other time as shall be agreed upon between the Trustee and the Depository, of the day on which principal, interest payable at maturity and premium, if any, is due on any Global Security and following receipt of the necessary funds from the Company, the Trustee shall deposit with the Depository the amount equal to the principal, interest payable at maturity and premium, if any, by wire transfer into the account specified by the Depository. As a condition to the payment, at maturity or upon redemption, of any part of the principal of, interest on and applicable premium of any Global Security, the Depository shall surrender, or cause to be surrendered, such Global 14 Security to the Trustee, whereupon a new Global Security shall be issued to the Depository pursuant to Section 2.6(f) hereof. (b) With respect to any Security that is not a Global Security, principal, applicable premium and interest due at the maturity of the Security shall be payable in immediately available funds when due upon presentation and surrender of such Security at the corporate trust office of the Trustee or at the authorized office of any paying agent. Interest on any Security that is not a Global Security (other than interest payable at maturity) shall be paid to the Holder thereof as its name appears on the register by check payable in clearinghouse funds; provided that if the Trustee receives a written request from any Holder of Securities, the aggregate principal amount of which having the same Interest Payment Date equals or exceeds $10,000,000, on or before the applicable Regular Record Date for such Interest Payment Date, interest shall be paid by wire transfer of immediately available funds to a bank within the continental United States designated by such Holder in its request or by direct deposit into the account of such Holder designated by such Holder in its request if such account is maintained with the Trustee or any paying agent. SECTION 2.13. SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY. (a) If the Company shall establish pursuant to Section 2.5 hereof that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 2.5 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Securities of such series to be represented by such Global Security or Securities, (ii) shall be registered in the name of the Depository or its nominee, (iii) shall be delivered by the Trustee to the Depository or pursuant to the Depository's instruction and (iv) shall bear a legend substantially to the following effect: "This Security is a Global Security registered in the name of the Depository (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Unless this Global Security is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York), to the trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depository. (b) Notwithstanding any other provision of Section 2.6 hereof or of this Section 2.13, unless the terms of a Global Security expressly permit such Global Security to be exchanged in 15 whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part, only as described in the legend thereto. (c) (i) If at any time the Depository for a Global Security notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time the Depository for the Global Security shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depository with respect to such Global Security. If a successor Depository for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.5(c)(vi) hereof shall no longer be effective with respect to the series of Securities evidenced by such Global Security and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such series in exchange for such Global Security, shall authenticate and deliver, individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depository unless a responsible officer assigned to and working in its corporate trustee administration department shall have actual knowledge thereof. (ii) The Company may at any time and in its sole discretion determine that all outstanding (but not less than all) Securities of a series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities in exchange for such Global Security, shall authenticate and deliver individual Securities of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities in exchange for such Global Security or Securities. (iii) In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Securities in definitive registered form in authorized denominations. Upon the exchange of a Global Security for individual Securities, such Global Security shall be canceled by the Trustee. Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depository for delivery to the persons in whose names such Securities are so registered, or if the Depository shall refuse or be unable to deliver such Securities, the Trustee shall deliver such Securities to the persons in whose names such Securities are registered, unless otherwise agreed upon between the Trustee and the Company, in which event the Company shall cause the Securities to be delivered to the persons in whose names such Securities are registered. (d) Neither the Company, the Trustee, any Authenticating Agent nor any paying agent shall have any responsibility or liability for any aspect of the records relating to, or 16 payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. (e) Pursuant to the provisions of this subsection, at the option of the Trustee and upon 30 days' written notice to the Depository but not prior to the first Interest Payment Date of the respective Global Securities, the Depository shall be required to surrender any two or more Global Securities which have identical terms, including, without limitation, identical maturities, interest rates and redemption provisions (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depository a Global Security in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Securities surrendered thereto and that shall indicate each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment Date applicable to any of the Global Securities surrendered to the Trustee. Upon any exchange of any Global Security with two or more Original Issue Dates, whether pursuant to this Section or pursuant to Section 2.6 or Section 3.3 hereof, the aggregate principal amount of the Securities with a particular Original Issue Date shall be the same before and after such exchange, after giving effect to any retirement of Securities and the Original Issue Dates applicable to such Securities occurring in connection with such exchange. ARTICLE III. REDEMPTION OF SECURITIES SECTION 3.1. APPLICABILITY OF ARTICLE. Such of the Securities as are, by their terms, redeemable prior to their stated maturity date at the option of the Company, may be redeemed by the Company at such times, in such amounts and at such prices as may be specified therein and in accordance with the provisions of this Article III. SECTION 3.2. NOTICE OF REDEMPTION; SELECTION OF SECURITIES. (a) The election of the Company to redeem any Securities shall be evidenced by a Board Resolution which shall be given with notice of redemption to the Trustee at least 45 days (or such shorter period acceptable to the Trustee in its sole discretion) prior to the redemption date specified in such notice. (b) Notice of redemption to each Holder of Securities to be redeemed as a whole or in part shall be given by the Trustee, in the manner provided in Section 14.10 hereof, no less than 30 or more than 60 days prior to the date fixed for redemption. Any notice which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Securityholder receives the notice. In any case, failure duly to give such notice, or any defect in such notice, to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security. 17 (c) Each such notice shall specify the date fixed for redemption, the places of redemption and the redemption price at which such Securities are to be redeemed, and shall state that payment of the redemption price of such Securities or portion thereof to be redeemed will be made upon surrender of such Securities at such places of redemption, that interest accrued to the date fixed for redemption will be paid as specified in such notice, and that from and after such date interest thereon shall cease to accrue. If less than all of a series of Securities having the same terms are to be redeemed, the notice shall specify the Securities or portions thereof to be redeemed. If any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that, upon surrender of such Security, a new Security or Securities having the same terms in aggregate principal amount equal to the unredeemed portion thereof will be issued. (d) Unless otherwise provided by a supplemental indenture or Company Order under Section 2.5 hereof, if less than all of a series of Securities is to be redeemed, the Trustee shall select in such manner as it shall deem appropriate and fair in its discretion the particular Securities to be redeemed in whole or in part and shall thereafter promptly notify the Company in writing of the Securities so to be redeemed. If less than all of a series of Securities represented by a Global Security is to be redeemed, the particular Securities or portions thereof of such series to be redeemed shall be selected by the Depository for such series of Securities in such manner as the Depository shall determine. Securities shall be redeemed only in denominations of $1,000, provided that any remaining principal amount of a Security redeemed in part shall be a denomination authorized under this Indenture. (e) If at the time of the mailing of any notice of redemption the Company shall not have irrevocably directed the Trustee to apply funds deposited with the Trustee or held by it and available to be used for the redemption of Securities to redeem all the Securities called for redemption, such notice, at the election of the Company, may state that it is subject to the receipt of the redemption moneys by the Trustee before the date fixed for redemption and that such notice shall be of no effect unless such moneys are so received before such date. SECTION 3.3. PAYMENT OF SECURITIES ON REDEMPTION; DEPOSIT OF REDEMPTION PRICE. (a) If notice of redemption for any Securities shall have been given as provided in Section 3.2 hereof and such notice shall not contain the language permitted at the Company's option under Section 3.2(e) hereof, such Securities or portions of Securities called for redemption shall become due and payable on the date and at the places stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption of such Securities. Interest on the Securities or portions thereof so called for redemption shall cease to accrue and such Securities or portions thereof shall be deemed not to be entitled to any benefit under this Indenture except to receive payment of the redemption price together with interest accrued thereon to the date fixed for redemption. Upon presentation and surrender of such Securities at such a place of payment in such notice specified, such Securities or the specified portions thereof shall be paid and redeemed at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption. 18 (b) If notice of redemption shall have been given as provided in Section 3.2 hereof and such notice shall contain the language permitted at the Company's option under Section 3.2(e) hereof, such Securities or portions of Securities called for redemption shall become due and payable on the date and at the places stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption of such Securities, and interest on the Securities or portions thereof so called for redemption shall cease to accrue and such Securities or portions thereof shall be deemed not to be entitled to any benefit under this Indenture except to receive payment of the redemption price together with interest accrued thereon to the date fixed for redemption; provided that, in each case, the Company shall have deposited with the Trustee or a paying agent on or prior to such redemption date an amount sufficient to pay the redemption price together with interest accrued to the date fixed for redemption. Upon the Company making such deposit and, upon presentation and surrender of such Securities at such a place of payment in such notice specified, such Securities or the specified portions thereof shall be paid and redeemed at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption. If the Company shall not make such deposit on or prior to the redemption date, the notice of redemption shall be of no force and effect and the principal on such Securities or specified portions thereof shall continue to bear interest as if the notice of redemption had not been given. (c) No notice of redemption of Securities shall be mailed during the continuance of any Event of Default, except (1) that, when notice of redemption of any Securities has been mailed, the Company shall redeem such Securities but only if funds sufficient for that purpose have prior to the occurrence of such Event of Default been deposited with the Trustee or a paying agent for such purpose, and (2) that notices of redemption of all outstanding Securities may be given during the continuance of an Event of Default. (d) Upon surrender of any Security redeemed in part only, the Company shall execute, and the Trustee shall authenticate, deliver and register, a new Security or Securities of authorized denominations in aggregate principal amount equal to, and having the same terms, Original Issue Date or Dates and series as, the unredeemed portion of the Security so surrendered. ARTICLE IV. SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS SECTION 4.1. SATISFACTION AND DISCHARGE. If at any time: (a) the Company shall have paid or caused to be paid the principal of and premium, if any, and interest on all the outstanding Securities, as and when the same shall have become due and payable, (b) the Company shall have delivered to the Trustee for cancellation all outstanding Securities, or 19 (c) the Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds the entire amount in (A) cash, (B) U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as will insure the availability of cash, or (C) a combination of cash and U.S. Government Obligations, in any case sufficient, without reinvestment, as certified by an independent public accounting firm of national reputation in a written certification delivered to the Trustee, to pay at maturity or the applicable redemption date (provided that notice of redemption shall have been duly given or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of any notice of redemption) all outstanding Securities, including principal and any premium and interest due or to become due to such date of maturity, as the case may be and, unless all outstanding Securities are to be due within 90 days of such deposit by redemption or otherwise, shall also deliver to the Trustee an Opinion of Independent Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling or similar pronouncement by the Internal Revenue Service or that there has been a change of law, in either case to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or discharge of the Indenture, and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Securityholders to receive payments of principal thereof, and any premium and interest thereon, upon the original stated due dates therefor or upon the applicable redemption date (but not upon acceleration of maturity) from the moneys and U.S. Government Obligations held by the Trustee pursuant to Section 4.2 hereof, (iv) the rights and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, (vi) the obligations and rights of the Trustee and the Company under Section 4.4 hereof, and (vii) the duties of the Trustee with respect to any of the foregoing), and the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and its obligations under, the Securities, and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture and the Trustee shall at the request of the Company return to the Company all property and money held by it under this Indenture and determined by it from time to time in accordance with the certification pursuant to this Section 4.1(c) to be in excess of the amount required to be held under this Section. If the Securities are deemed to be paid and discharged pursuant to Section 4.1(c) hereof, within 15 days after those Securities are so deemed to be paid and discharged, the Trustee shall cause a written notice to be given to each Holder in the manner provided by Section 14.10 hereof. The notice shall: (i) state that the Securities are deemed to be paid and discharged; (ii) set forth a description of any U.S. Government Obligations and cash held by the Trustee as described above; and 20 (iii) if any Securities will be called for redemption, specify the date or dates on which those Securities are to be called for redemption. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 8.6 hereof, shall survive. SECTION 4.2. DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. All moneys and U.S. Government Obligations deposited with the Trustee pursuant to Section 4.1 hereof, shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Company if acting as its own paying agent), to the Holders of the particular Securities for the payment or redemption of which such moneys and U.S. Government Obligations have been deposited with the Trustee of all sums due and to become due thereon for principal and premium, if any, and interest. SECTION 4.3. PAYING AGENT TO REPAY MONEYS HELD. Upon the satisfaction and discharge of this Indenture all moneys then held by any paying agent for the Securities (other than the Trustee) shall, upon written demand by an Authorized Agent, be repaid to the Company or paid to the Trustee, and thereupon such paying agent shall be released from all further liability with respect to such moneys. SECTION 4.4. RETURN OF UNCLAIMED MONEYS. Any moneys deposited with or paid to the Trustee for payment of the principal of or any premium or interest on any Securities and not applied but remaining unclaimed by the Holders of such Securities for two years after the date upon which the principal of or any premium or interest on such Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on written demand by an Authorized Agent, and all liability of the Trustee shall thereupon cease; and any Holder of any of such Securities shall thereafter look only to the Company for any payment which such Holder may be entitled to collect. ARTICLE V. PARTICULAR COVENANTS OF THE COMPANY SECTION 5.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company covenants and agrees for the benefit of the Holders of the Securities that it will duly and punctually pay or cause to be paid the principal of and any premium and interest on each of the Securities at the places, at the respective times and in the manner provided in such Securities or in this Indenture. SECTION 5.2. OFFICE FOR NOTICES AND PAYMENTS, ETC. So long as any of the Securities remain outstanding, the Company at its option may cause to be maintained in the Borough of Manhattan, the City and State of New York, or elsewhere, an office or agency where the Securities may be presented for registration of transfer and for exchange as in this Indenture provided, and where, at any time when the Company is obligated to make a payment of principal and premium upon Securities, the Securities may be surrendered for payment, and may maintain at any such office or agency and at its principal office an office or agency where notices and demands to or upon 21 the Company in respect of the Securities or of this Indenture may be served. The designation of any such office or agency shall be made by Company Order pursuant to Section 2.5 hereof or at any subsequent time pursuant to this Section 5.2 hereof. The Company will give to the Trustee written notice of the location of each such office or agency and of any change of location thereof. If the Company shall fail to give such notice of the location or of any change in the location of any such office or agency, presentations may be made and notices and demands may be served at the corporate trust office of the Trustee. SECTION 5.3. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 8.11 hereof, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 5.4. PROVISION AS TO PAYING AGENT. The Trustee shall be the paying agent for the Securities and, at the option of the Company, the Company may appoint additional paying agents (including without limitation itself). Whenever the Company shall appoint an additional paying agent, it shall cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to this Section 5.4: (1) that it will hold in trust for the benefit of the Holders and the Trustee all sums held by it as such agent for the payment of the principal of and any premium or interest on the Securities (whether such sums have been paid to it by the Company or by any other obligor on such Securities) in trust for the benefit of the Holders of such Securities; (2) that it will give to the Trustee notice of any failure by the Company (or by any other obligor on such Securities) to make any payment of the principal of and any premium or interest on such Securities when the same shall be due and payable; and (3) that it will at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. If the Company shall act as its own paying agent with respect to any Securities, it will, on or before each due date of the principal of and any premium or interest on such Securities, set aside, segregate and hold in trust for the benefit of the Holders of such Securities a sum sufficient to pay such principal and any premium or interest so becoming due and will notify the Trustee of any failure by it to take such action and of any failure by the Company (or by any other obligor on such Securities) to make any payment of the principal of and any premium or interest on such Securities when the same shall become due and payable. Whenever the Company shall have one or more paying agents, it will, on or prior to each due date of the principal of (and premium, if any) or interest, if any, on any Securities, deposit with such paying agent a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, if any, and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee of any failure on its part to so act. 22 Anything in this Section 5.4 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or any paying agent hereunder, as required by this Section 5.4, such sums to be held by the Trustee upon the trusts herein contained. Anything in this Section 5.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.4 is subject to Sections 4.3 and 4.4 hereof. SECTION 5.5. CERTIFICATES AND NOTICE TO TRUSTEE. The Company shall, on or before May 1 of each year, beginning in 2000, deliver to the Trustee a certificate from its principal executive officer, principal financial officer or principal accounting officer covering the preceding calendar year and stating whether or not, to the knowledge of such party, the Company has complied with all conditions and covenants under this Indenture, and, if not, describing in reasonable detail any failure by the Company to comply with any such conditions or covenants. For purposes of this Section, compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. ARTICLE VI. SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE SECTION 6.1. SECURITYHOLDER LISTS. (a) The Company shall furnish or cause to be furnished to the Trustee semiannually, not later than 15 days after each Regular Record Date for each Interest Payment Date that is not a maturity date and at such other times as such Trustee may request in writing, within 30 days after receipt by the Company of any such request, a list in such form as the Trustee may reasonably require containing all the information in the possession or control of the Company, or any paying agents other than the Trustee, as to the names and addresses of the Holders of Securities, obtained since the date as of which the next previous list, if any, was furnished. Any such list may be dated as of a date not more than 15 days prior to the time such information is furnished or caused to be furnished and need not include information received after such date; provided that as long as the Trustee is the registrar for the Securities, no such list shall be required to be furnished. The Trustee shall preserve any list provided to it pursuant to this Section until such time as the Company or any paying agent, as applicable, shall provide it with a more recent list. (b) Within five business days after the receipt by the Trustee of a written application by any three or more Holders stating that the applicants desire to communicate with other Holders with respect to their rights under the Indenture or under the Securities, and accompanied by a copy of the form of proxy or other communication which such applicants propose to 23 transmit, and by reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date of such application, the Trustee shall, at its election, either: (i) afford to such applicants access to all information furnished to or received by the Trustee pursuant to Section 6.1(a) hereof or, if applicable, in its capacity as registrar to the Securities; or (ii) inform such applicants as to the approximate number of Holders according to the most recent information furnished to or received by the Trustee under Section 6.1(a) hereof or if applicable in its capacity as registrar for the Securities, and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such application. If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder of Securities a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of such mailing, unless within five days after such tender the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of a Security, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any paying agent nor any Authenticating Agent shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with this Section, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under this Section. SECTION 6.2. SECURITIES AND EXCHANGE COMMISSION REPORTS. The Company shall: (a) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with 24 the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations, including, in the case of annual reports, if required by such rules and regulations, certificates or opinions of independent public accountants, conforming to the requirements of Section 14.5, as to compliance with conditions or covenants, compliance with which is subject to verification by accountants; and (c) transmit by mail to all Holders, as their names and addresses appear in the register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. SECTION 6.3. REPORTS BY THE TRUSTEE. (a) Within 60 days after July 15 of each year, beginning with the July 15 after the first issuance of Securities hereunder, the Trustee shall transmit by mail a brief report dated as of such date that complies with Section 313(a) of the TIA (to the extent required by such Section). (b) The Trustee shall from time to time transmit by mail brief reports that comply, both in content and date of delivery, with Section 313(b) of the TIA (to the extent required by such Section). (c) A copy of each such report filed pursuant to this section shall, at the time of such transmission to such Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed and also with the Commission. The Company will notify the Trustee promptly upon the listing of such Securities on any stock exchange. (d) Reports pursuant to this Section shall be transmitted (1) by mail to all Holders of Securities, as their names and addresses appear in the register for the Securities; (2) by mail to such Holders of Securities as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for such purpose; 25 (3) by mail, except in the case of reports pursuant to Section 6.3(b) and (c) hereof, to all Holders of Securities whose names and addresses have been furnished to or received by the Trustee pursuant to Section 6.1 hereof; and (4) at the time such report is transmitted to the Holders of the Securities, to each exchange on which Securities are listed and also with the Commission. ARTICLE VII. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENTS OF DEFAULT SECTION 7.1. EVENTS OF DEFAULT. (a) If one or more of the following Events of Default shall have occurred and be continuing: (1) default in the payment of any installment of interest upon any of the Securities as and when the same shall become due and payable, and continuance of such default for a period of 30 days; (2) default in the payment of the principal of or any premium on any of the Securities as and when the same shall become due and payable and continuance of such default for five days; (3) failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company contained in the Securities or in this Indenture for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Company by the Trustee by registered mail, or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding; (4) the entry of a decree or order by a court having jurisdiction over the Company for relief in respect of the Company under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official of the Company or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (5) the filing by the Company with respect to itself or its property of a petition or answer or consent seeking relief under Title 11 of the United States Code, as now 26 constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by it to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or of any substantial part of its property, or the failure of the Company generally to pay its debts as such debts become due, or the taking of corporate action by the Company to effectuate any such action; then and in each and every such case, unless the principal of all of the Securities shall have already become due and payable, either the Trustee or the Holders of a majority in aggregate principal amount of the Securities then outstanding, by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the principal of all the Securities to be due and payable immediately and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Securities contained to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after the principal of the Securities shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all of the Securities and the principal of and any premium on any and all Securities which shall have become due otherwise than by acceleration (with interest on overdue installments of interest, to the extent that payment of such interest is enforceable under applicable law, and on such principal and applicable premium at the rate borne by the Securities to the date of such payment or deposit) and all sums paid or advanced by the Trustee hereunder, the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 8.6 hereof, and any and all defaults under this Indenture, other than the non-payment of principal of and accrued interest on Securities which shall have become due solely by acceleration of maturity, shall have been cured or waived -- then and in every such case such payment or deposit shall cause an automatic waiver of the Event of Default and its consequences and shall cause an automatic rescission and annulment of the acceleration of the Securities; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon. (b) If the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceeding had been taken. 27 SECTION 7.2. PAYMENT OF SECURITIES ON DEFAULT; SUIT THEREFOR. (a) The Company covenants that in case of: (1) default in the payment of any installment of interest upon any of the Securities as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or (2) default in the payment of the principal of or any premium on any of the Securities as and when the same shall have become due and payable whether at the stated maturity thereof, upon redemption thereof (provided that such redemption is not conditioned upon the deposit of sufficient moneys for such redemption), upon declaration of acceleration or otherwise. then, upon demand of the Trustee, the Company shall pay to the Trustee, for the benefit of the Holders of the Securities, the whole amount that then shall have so become due and payable on all such Securities for principal and any premium or interest, or both, as the case may be, with interest upon the overdue principal and any premium and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest at the rate borne by the Securities; and, in addition thereto, such further amounts as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee, its agents, attorneys and counsel, any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith, and any other amounts due the Trustee under Section 8.6 hereof. (b) If the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may enforce any such judgment or final decree against the Company or any other obligor on the Securities and collect in the manner provided by law out of the property of the Company or any other obligor on such series of Securities wherever situated, the moneys adjudged or decreed to be payable. (c) If there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Securities under the United States Bankruptcy Code or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or such other obligor, or in the case of any similar judicial proceedings relative to the Company or other obligor upon the Securities, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to this Section 7.2, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and any premium and interest owing and unpaid in respect of the Securities, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have 28 the claims of the Trustee (including any amounts due to the Trustee under Section 8.6 hereof) and of the Holders of Securities allowed in such judicial proceedings relative to the Company or any other obligor on the Securities, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses. (d) All claims and rights of action under this Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities, or the production thereof in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken. (e) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent or to accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding. SECTION 7.3. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys collected by the Trustee with respect to any of the Securities pursuant to this Article shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the several Securities, and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid. FIRST: To the payment of all amounts due to the Trustee pursuant to Section 8.6 hereof; SECOND: If the principal of the outstanding Securities in respect of which such moneys have been collected shall not have become due and be unpaid, to the payment of interest on the Securities, in the order of the maturity of the installments of such interest, with interest (to the extent allowed by law and to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the rate borne by the Securities, such payments to be made ratably to the persons entitled thereto, and then to the payment to the Holders entitled thereto of the unpaid principal of and applicable premium on any of the Securities which shall have become due (other than Securities previously called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), whether at stated maturity or by redemption, in the order of their due dates, beginning with the earliest due date, and if the amount available is not sufficient to pay in full all Securities due on any particular date, then to the payment thereof ratably, according to the amounts of principal and applicable premium due on that date, to the Holders entitled thereto, without any discrimination or privilege; THIRD: If the principal of the outstanding Securities in respect of which such moneys have been collected shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Securities for principal and any premium and interest thereon, with interest on the overdue principal and any premium and (to the extent allowed by 29 law and to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the rate borne by the Securities; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities, then to the payment of such principal and any premium and interest without preference or priority of principal and any premium over interest, or of interest over principal and any premium or of any installment of interest over any other installment of interest, or of any Security over any other Security, ratably to the aggregate of such principal and any premium and accrued and unpaid interest; and FOURTH: to the payment of the remainder, if any, to the Company or its successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may determine. SECTION 7.4. PROCEEDINGS BY SECURITYHOLDERS. (a) No Holder of any Security shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to such Security and of the continuance thereof, as hereinabove provided, and unless also Securityholders of a majority in aggregate principal amount of the Securities then outstanding affected by such Event of Default shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Security to receive payment of the principal of and any premium and interest on such Security, on or after the respective due dates expressed in such Security or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the consent of such Holder. SECTION 7.5. PROCEEDINGS BY TRUSTEE. In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture, by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted to it under this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. SECTION 7.6. REMEDIES CUMULATIVE AND CONTINUING. All powers and remedies given by this Article VII to the Trustee or to the Securityholders shall, to the extent permitted by law, be 30 deemed cumulative and not exclusive of any powers and remedies hereof or of any other powers and remedies available to the Trustee or the Holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of any of the Securities in exercising any right or power accruing upon any default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to Section 7.4 hereof, every power and remedy given by this Article VII or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders. SECTION 7.7. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY OF SECURITYHOLDERS. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided, that (subject to Section 8.1 hereof) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the rights of Securityholders not joining in such directions. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding may on behalf of all of the Holders of the Securities waive any past default or Event of Default hereunder and its consequences except a default in the payment of principal of or any premium or interest on the Securities. Upon any such waiver the Company, the Trustee and the Holders of the Securities shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 7.7, said default or Event of Default shall for all purposes of the Securities and this Indenture be deemed to have been cured and to be not continuing. SECTION 7.8. NOTICE OF DEFAULT. The Trustee shall, within 90 days after the occurrence of a default, give to all Holders of the Securities, in the manner provided in Section 14.10, notice of such default, unless such default shall have been cured before the giving of such notice, the term "default" for the purpose of this Section 7.8 being hereby defined to be any event which is or after notice or lapse of time or both would become an Event of Default; provided that, except in the case of default in the payment of the principal of or any premium or interest on any of the Securities, or in the payment of any sinking or purchase fund installments, the Trustee shall be protected in withholding such notice if and so long as its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities. The Trustee shall not be charged with knowledge of any Event of Default unless a responsible officer of the Trustee assigned to the corporate trustee department of the Trustee shall have actual knowledge of such Event of Default. 31 SECTION 7.9. UNDERTAKING TO PAY COSTS. All parties to this Indenture agree, and each Holder of any Security by acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but this Section 7.9 shall not apply to any suit instituted by the Trustee, or to any suit instituted by any Securityholder, or group of Securityholders, holding in the aggregate more than 10% in principal amount of the Securities outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of or any premium or interest on any Security on or after the due date expressed in such Security or the applicable redemption date. ARTICLE VIII. CONCERNING THE TRUSTEE SECTION 8.1. DUTIES AND RESPONSIBILITIES OF TRUSTEE. (a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (1) prior to the occurrence of any Event of Default and after the curing or waiving of all Events of Default which may have occurred (A) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically 32 required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with Section 7.7 hereof relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. SECTION 8.2. RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as otherwise provided in Section 8.1 hereof: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof is herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders, pursuant to this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred by such exercise; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, note or other paper or document, unless requested in writing to do so by the Holders of at least a majority in principal amount of the then outstanding Securities; provided that if the payment within a reasonable time to the Trustee of the costs, 33 expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding; (g) no provision of this Indenture shall require the Trustee to extend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and (h) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys; provided that the Trustee shall not be liable for the conduct or acts of any such agent or attorney that shall have been appointed in accordance herewith with due care. SECTION 8.3. NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained herein and in the Securities (except in the certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of any Securities or the proceeds of any Securities authenticated and delivered by the Trustee in conformity with this Indenture. The Trustee shall not be responsible for recording or filing this Indenture, any supplemental indenture, or any financing or continuation statement in any public office at any time or times. SECTION 8.4. TRUSTEE, AUTHENTICATING AGENT, PAYING AGENT OR REGISTRAR MAY OWN SECURITIES. The Trustee and any Authenticating Agent or paying agent in its individual or other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee, Authenticating Agent or paying agent. SECTION 8.5. MONEYS TO BE HELD IN TRUST. Subject to Section 4.4 hereof, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee may allow and credit to the Company interest on any money received hereunder at such rate, if any, as may be agreed upon by the Company and the Trustee from time to time as may be permitted by law. SECTION 8.6. COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any law in regard to the compensation of a trustee of an express trust), and the Company shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and agents, including any Authenticating Agents, and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from 34 its negligence or bad faith. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability. The obligations of the Company under this Section 8.6 to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of any particular Securities. SECTION 8.7. OFFICERS' CERTIFICATE AS EVIDENCE. Whenever in the administration of this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to the taking, suffering or omitting of any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such Officers' Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under this Indenture in reliance thereon. SECTION 8.8. CONFLICTING INTEREST OF TRUSTEE. The Trustee shall be subject to and shall comply with the provisions of Section 310 of the TIA; provided that, to the extent permitted by law, Firstar Bank Milwaukee, National Association shall not be deemed to have a conflicting interest for purposes of Section 310(b) of the TIA because of its capacity as trustee under the Company's first mortgage indenture. Nothing in this Indenture shall be deemed to prohibit the Trustee or the Company from making any application permitted pursuant to such section. SECTION 8.9. EXISTENCE AND ELIGIBILITY OF TRUSTEE. There shall at all times be a Trustee hereunder which Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof or of the District of Columbia (or a corporation or other Person permitted to act as trustee by the Commission), subject to supervision or examination by such bodies and authorized under such laws to exercise corporate trust powers and having a combined capital and surplus of at least $150,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid authority, then for the purposes of this Section 8.9, the combined capital and surplus shall be deemed to be as set forth in its most recent report of condition so published. No obligor upon the Securities or Person directly or indirectly controlling, controlled by, or under common control with such obligor shall serve as Trustee. If at any time the Trustee shall cease to be eligible in accordance with this Section 8.9, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.10 hereof. SECTION 8.10. RESIGNATION OR REMOVAL OF TRUSTEE. (a) Pursuant to the provisions of this Article, the Trustee may at any time resign and be discharged of the trusts created by this Indenture by giving written notice to the Company 35 specifying the day upon which such resignation shall take effect, and such resignation shall take effect immediately upon the later of the appointment of a successor trustee and such day. (b) Any Trustee may be removed at any time by an instrument or concurrent instruments in writing filed with such Trustee and signed and acknowledged by the Holders of a majority in principal amount of the then outstanding Securities or by their attorneys in fact duly authorized. (c) So long as no Event of Default has occurred and is continuing, and no event has occurred and is continuing that, with the giving of notice or the lapse of time or both, would become an Event of Default, the Company may remove any Trustee upon written notice to the Holder of each Security outstanding and the Trustee. (d) If at any time (1) the Trustee shall cease to be eligible in accordance with Section 8.9 hereof and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder for at least six months, (2) the Trustee shall fail to comply with Section 8.8 hereof after written request therefor by the Company or any such Holder, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Trustee may be removed forthwith by an instrument or concurrent instruments in writing filed with the Trustee and either: (1) signed by the President or any Vice President of the Company and attested by the Secretary or an Assistant Secretary of the Company; or (2) signed and acknowledged by the Holders of a majority in principal amount of outstanding Securities or by their attorneys in fact duly authorized. (e) Any resignation or removal of the Trustee shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.11 hereof. SECTION 8.11. APPOINTMENT OF SUCCESSOR TRUSTEE. (a) If at any time the Trustee shall resign or be removed, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. (b) The Company shall provide written notice of its appointment of a Successor Trustee to the Holder of each Security outstanding following any such appointment. (c) If no appointment of a successor Trustee shall be made pursuant to Section 8.11(a) hereof within 60 days after appointment shall be required, any Securityholder or the resigning Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. 36 (d) Any Trustee appointed under this Section 8.11 as a successor Trustee shall be a bank or trust company eligible under Section 8.9 hereof and qualified under Section 8.8 hereof. SECTION 8.12. ACCEPTANCE BY SUCCESSOR TRUSTEE. (a) Any successor Trustee appointed as provided in Section 8.11 hereof shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein; but nevertheless, on the written request of the Company or of the successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to Section 8.6 hereof, execute and deliver an instrument transferring to such successor Trustee all the rights and powers of the Trustee so ceasing to act. Upon request of any such successor Trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor Trustee all such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to Section 8.6 hereof. (b) No successor Trustee shall accept appointment as provided in this Section 8.12 unless at the time of such acceptance such successor Trustee shall be qualified under Section 8.8 hereof and eligible under Section 8.9 hereof. (c) Upon acceptance of appointment by a successor Trustee as provided in this Section 8.12, the successor Trustee shall mail notice of its succession hereunder to all Holders of Securities as the names and addresses of such Holders appear on the registry books. SECTION 8.13. SUCCESSION BY MERGER, ETC. (a) Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided such corporation shall be otherwise qualified and eligible under this Article. (b) If at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificates of the Trustee shall have; provided that the right to adopt 37 the certificate of authentication of any predecessor Trustee or authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. SECTION 8.14. LIMITATIONS ON RIGHTS OF TRUSTEE AS A CREDITOR. The Trustee shall be subject to, and shall comply with, the provisions of Section 311 of the TIA. SECTION 8.15. AUTHENTICATING AGENT. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Securities in connection with transfers and exchanges under Sections 2.6, 2.7, 2.8, 2.13, 3.3, and 12.4 hereof, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Securities. For all purposes of this Indenture, the authentication and delivery of Securities by any Authenticating Agent pursuant to this Section 8.15 shall be deemed to be the authentication and delivery of such Securities "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 8.9 hereof. (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 trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 8.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time 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 under this Section 8.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 14.10, notice of such appointment to the Holders of Securities. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 8.6 hereof. (e) Sections 8.2, 8.3, 8.6, 8.7 and 8.9 hereof shall be applicable to any Authenticating Agent. 38 ARTICLE IX. CONCERNING THE SECURITYHOLDERS SECTION 9.1. ACTION BY SECURITYHOLDERS. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Securities may take any action, the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Securityholders in person or by agent or proxy appointed in writing, (b) by the record of such Securityholders voting in favor thereof at any meeting of Securityholders duly called and held in accordance with Article X hereof, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Securityholders. SECTION 9.2. PROOF OF EXECUTION BY SECURITYHOLDERS. (a) Subject to Sections 8.1, 8.2 and 10.5 hereof, proof of the execution of any instruments by a Securityholder or the agent or proxy for such Securityholder shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Securities shall be proved by the register for the Securities maintained by the Trustee. (b) The record of any Securityholders' meeting shall be proven in the manner provided in Section 10.6 hereof. SECTION 9.3. WHO DEEMED ABSOLUTE OWNERS. Subject to Sections 2.4(f) and 9.1 hereof, the Company, the Trustee, any paying agent and any Authenticating Agent shall deem the person in whose name any Security shall be registered upon the register for the Securities to be, and shall treat such person as, the absolute owner of such Security (whether or not such Security shall be overdue) for the purpose of receiving payment of or on account of the principal and premium, if any, and interest on such Security, and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Authenticating Agent shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon any such Security to the extent of the sum or sums so paid. SECTION 9.4. COMPANY-OWNED SECURITIES DISREGARDED. In determining whether the Holders of the requisite aggregate principal amount of outstanding Securities have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Company or any other obligor on the Securities or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Securities shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that, for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith to third parties may be regarded as outstanding for the purposes of this Section 9.4 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to take action with 39 respect to such Securities and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. SECTION 9.5. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. Except as may be otherwise required in the case of a Global Security by the applicable rules and regulations of the Depository, at any time prior to the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities specified in this Indenture in connection with such action, any Holder of a Security, which has been included in the Securities the Holders of which have consented to such action, may, by filing written notice with the Trustee at the corporate trust office of the Trustee and upon proof of ownership as provided in Section 9.2(a) hereof, revoke such action so far as it concerns such Security. Except as aforesaid, any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange, substitution or upon registration of transfer therefor, irrespective of whether or not any notation thereof is made upon such Security or such other Securities. SECTION 9.6. RECORD DATE FOR SECURITYHOLDER ACTS. If the Company shall solicit from the Securityholders any request, demand, authorization, direction, notice, consent, waiver or other act, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purpose of determining whether Holders of the requisite aggregate principal amount of outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding Securities shall be computed as of the record date; provided that no such request, demand, authorization, direction, notice, consent, waiver or other act by the Securityholders on the record date shall be deemed effective unless it shall become effective pursuant to this Indenture not later than six months after the record date. Any such record date shall be at least 30 days prior to the date of the solicitation to the Securityholders by the Company. ARTICLE X. SECURITYHOLDERS' MEETING SECTION 10.1. PURPOSES OF MEETINGS. A meeting of Securityholders may be called at any time and from time to time pursuant to this Article X for any of the following purposes: (a) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to Article VII; 40 (b) to remove the Trustee pursuant to Article VIII; (c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to Section 12.2 hereof; or (d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Securities, as the case may be, under any other provision of this Indenture or under applicable law. SECTION 10.2. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time call a meeting of Holders of Securities to take any action specified in Section 10.1 hereof, to be held at such time and at such place as the Trustee shall determine. Notice of every such meeting of Securityholders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to Holders of the Securities that may be affected by the action proposed to be taken at such meeting in the manner provided in Section 14.10 hereof. Such notice shall be given not less than 20 nor more than 90 days prior to the date fixed for such meeting. SECTION 10.3. CALL OF MEETINGS BY COMPANY OR SECURITYHOLDERS. If at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in aggregate principal amount of the Securities then outstanding, shall have requested the Trustee to call a meeting of Securityholders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Securityholders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 10.1 hereof, by giving notice thereof as provided in Section 10.2 hereof. SECTION 10.4. QUALIFICATIONS FOR VOTING. To be entitled to vote at any meetings of Securityholders a Person shall (a) be a Holder of one or more Securities affected by the action proposed to be taken or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more such Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives (including employees) of the Trustee and its counsel and any representatives (including employees) of the Company and its counsel. SECTION 10.5. REGULATIONS. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by the Securityholders 41 as provided in Section 10.3 hereof, in which case the Company or Securityholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by the Holders of a majority in aggregate principal amount of the Securities present in person or by proxy at the meeting. (c) Subject to Section 9.4 hereof, at any meeting each Securityholder or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held or represented by such Securityholder; provided that no vote shall be cast or counted at any meeting in respect of any Security ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities held by such chairman or instruments in writing as aforesaid duly designating such chairman as the person to vote on behalf of other Securityholders. At any meeting of Securityholders duly called pursuant to Section 10.2 or 10.3 hereof, the presence of persons holding or representing Securities in an aggregate principal amount sufficient to take action on any business for the transaction for which such meeting was called shall constitute a quorum. Any meeting of Securityholders duly called pursuant to Section 10.2 or 10.3 hereof may be adjourned from time to time by the Holders of a majority in aggregate principal amount of the Securities present in person or by proxy at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. SECTION 10.6. VOTING. The vote upon any resolution submitted to any meeting of Securityholders shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities or of their representatives by proxy and the principal amount of Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of such meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 10.2 hereof. The record shall show the aggregate principal amount of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee and the Trustee shall have the ballots taken at the meeting attached to such duplicate. Any record so signed and verified shall be conclusive evidence of the matters therein stated. SECTION 10.7. RIGHTS OF TRUSTEE OR SECURITYHOLDERS NOT DELAYED. Nothing in this Article X shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Securityholders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders of Securities under any of the provisions of this Indenture or of the Securities. 42 ARTICLE XI. CONSOLIDATION, MERGER, SALE, TRANSFER OR OTHER DISPOSITION SECTION 11.1. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. The Company shall not consolidate with or merge into any other corporation or sell, or otherwise dispose all or substantially all of its assets unless (i) the corporation formed by such consolidation or into which the Company is merged or the Person which receives all or substantially all of the assets pursuant to such sale, transfer or other disposition shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and premium and interest on all of the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed and (ii) the Company or such successor corporation or Person, as the case may be, shall not, immediately after such consolidation or merger, or such sale or disposition, be in default in the performance of any such covenant. For purposes of this Article XI the phrase "ALL OR SUBSTANTIALLY ALL OF ITS ASSETS" shall mean 50% or more of the total assets of the Company as shown on the balance sheet of the Company as of the end of the calendar year immediately preceding the day of the year in which such determination is made and nothing in this Indenture shall prevent or hinder the Company from selling, transferring or otherwise disposing during any calendar year (in one transaction or a series of transactions) less than 50% of the amount of its total assets as shown on the balance sheet of the Company as of the end of the immediately preceding calendar year. SECTION 11.2. SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation or merger, or any sale, transfer or other disposition of all or substantially all of the assets of the Company in accordance with Section 11.1 hereof, the successor corporation formed by such consolidation or into which the Company is merged or to which such sale, transfer or other disposition is made shall succeed to, and be substituted for and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein and the Company shall be released from all obligations hereunder. ARTICLE XII. SUPPLEMENTAL INDENTURES SECTION 12.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS. (a) The Company, when authorized by Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; 43 (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Securities issued after the effective date of such change or elimination; (3) to establish the form of Securities as permitted by Section 2.1 hereof or to establish or reflect any terms of any Security determined pursuant to Section 2.5 hereof; (4) to evidence the succession of another corporation to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among the Trustee, any Authenticating Agent and any paying agent; (8) to add to the covenants of the Company for the benefit of the Holders, to add security for the Securities or to surrender a right or power conferred on the Company herein; and (9) to make any other change that is not prejudicial to the Trustee or the Holders. (b) The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 12.1 may be executed by the Company and the Trustee without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 12.2 hereof. SECTION 12.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS. (a) With the consent (evidenced as provided in Section 9.1 hereof) of the Holders of a majority in aggregate principal amount of the Securities at the time outstanding, the Company, when authorized by Board Resolution, and the Trustee may from time to time and at any time 44 enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Securityholders; provided that no such supplemental indenture shall: (1) change the maturity date of any Security, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Security or any premium or interest thereon is payable, or change the date on which any Security may be redeemed or repaid at the option of the holder thereof or adversely affect the rights of the Securityholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Security, in each case without the consent of the Holder of each Security so affected; or (2) modify this Section 12.2(a) or reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture or to reduce the percentage of Securities, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of all of the Securities then outstanding. (b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) It shall not be necessary for the consent of the Holders of Securities under this Section 12.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. (d) Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to this Section 12.2, the Trustee shall give notice in the manner provided in Section 14.10 hereof, setting forth in general terms the substance of such supplemental indenture, to all Securityholders. Any failure of the Trustee to give such notice or any defect therein shall not, however, in any way impair or affect the validity of any such supplemental indenture. SECTION 12.3. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURES. Any supplemental indenture executed pursuant to this Article XII shall comply with the TIA. Upon the execution of any supplemental indenture pursuant to this Article XII, the Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the Securityholders shall thereafter be determined, exercised and 45 enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. SECTION 12.4. NOTATION ON SECURITIES. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article XII may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as approved by the Trustee and the Board of Directors with respect to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee and delivered in exchange for the Securities then outstanding. SECTION 12.5. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE FURNISHED TRUSTEE. The Trustee, subject to Sections 8.1 and 8.2 hereof, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article XII. ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS SECTION 13.1. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS. No recourse for the payment of the principal of or any premium or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company, contained in this Indenture or in any supplemental indenture, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Securities. ARTICLE XIV. MISCELLANEOUS PROVISIONS SECTION 14.1. PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the covenants, stipulations, promises and agreements made by the Company in this Indenture shall bind its successors and assigns whether so expressed or not. SECTION 14.2. OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and 46 effect by the like board, committee or officer of any corporation that shall at the time be the lawful successor of the Company. SECTION 14.3. NOTICES. (a) Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Securityholders on the Company may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Company with the Trustee) at the principal executive offices of the Company, to the attention of the Secretary. Any notice, direction, request or demand by any Securityholder or the Company to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the corporate trust office of the Trustee, Attention: Vice President, Corporate Trust Department. (b) The Company shall provide any notices required under this Indenture by publication, but only to the extent that such publication is required by the TIA, the rules and regulations of the Commission or any securities exchange upon which any series of Securities is listed. SECTION 14.4. GOVERNING LAW. This Indenture and each Security shall be deemed to be a contract made under the laws of the State of Wisconsin, and for all purposes shall be construed in accordance with the laws of said State. SECTION 14.5. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. (a) Upon any application or demand by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificates delivered pursuant to Section 5.5 hereof) shall include (1) a statement that each Person making such certificate or opinion has read such covenant or condition and the definitions relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with. (c) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or 47 covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. (d) Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such certificate or opinion is based are erroneous. Any such certificate or opinion of counsel delivered under the Indenture may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such person knows, or in the exercise of reasonable care should know, that the certificate or opinion of representations with respect to such matters are erroneous. Any opinion of counsel delivered hereunder may contain standard exceptions and qualifications satisfactory to the Trustee. (e) Any certificate, statement or opinion of any officer of the Company, or of counsel, may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an independent public accountant or firm of accountants, unless such officer or counsel, as the case may be, knows that the certificate or opinions or representations with respect to the accounting matters upon which the certificate, statement or opinion of such officer or counsel may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any firm of independent public accountants filed with the Trustee shall contain a statement that such firm is independent. (f) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. SECTION 14.6. BUSINESS DAYS. Unless otherwise provided pursuant to Section 2.5(c) hereof, in any case where the date of maturity of the principal of or any premium or interest on any Security or the date fixed for redemption of any Security is not a Business Day, then payment of such principal or any premium or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and affect as if made on the date of maturity or the date fixed for redemption, and, in the case of timely payment thereof, no interest shall accrue for the period from and after such Interest Payment Date or the date on which the principal of the Security is required to be paid. SECTION 14.7. TRUST INDENTURE ACT TO CONTROL. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the TIA, such required provision of the TIA shall govern. SECTION 14.8. TABLE OF CONTENTS, HEADINGS, ETC. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of 48 reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. SECTION 14.9. EXECUTION IN COUNTERPARTS. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. SECTION 14.10. MANNER OF MAILING NOTICE TO SECURITYHOLDERS. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or the Company to or on the Holders of Securities, as the case may be, shall be given or served by first-class mail, postage prepaid, addressed to the Holders of such Securities at their last addresses as the same appear on the register for the Securities referred to in Section 2.6, and any such notice shall be deemed to be given or served by being deposited in a post office letter box in the form and manner provided in this Section 14.10. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give notice to any Holder by mail, then such notification to such Holder as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. SECTION 14.11. APPROVAL BY TRUSTEE OF EXPERT OR COUNSEL. Wherever the Trustee is required to approve an Expert or counsel who is to furnish evidence of compliance with conditions precedent in this Indenture, such approval by the Trustee shall be deemed to have been given upon the taking of any action by the Trustee pursuant to and in accordance with the certificate or opinion so furnished by such Expert or counsel. 49 IN WITNESS WHEREOF, NORTHERN STATES POWER COMPANY has caused this Indenture to be signed and acknowledged by one of its Vice Presidents, and attested by its Secretary, and FIRSTAR BANK MILWAUKEE, NATIONAL ASSOCIATION has caused this Indenture to be signed and acknowledged by one of its Vice Presidents, and attested by one of its authorized officers, as of the day and year first written above. NORTHERN STATES POWER COMPANY By ATTEST: Roger D. Sandeen Vice President and Treasurer John P. Moore, Jr., CORPORATE SECRETARY FIRSTAR BANK MILWAUKEE, NATIONAL ASSOCIATION, AS TRUSTEE By ATTEST: ----------------------------- ---------------- 50 EXHIBIT A FORM OF GLOBAL SECURITY REGISTERED REGISTERED THIS SECURITY IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE DEPOSITORY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NORTHERN STATES POWER COMPANY (INCORPORATED UNDER THE LAWS OF THE STATE OF WISCONSIN) __% DEBT SECURITY, SERIES DUE _______ CUSIP: NUMBER: ORIGINAL ISSUE DATE(S): PRINCIPAL AMOUNT(S): INTEREST RATE: MATURITY DATE: NORTHERN STATES POWER COMPANY, a corporation of the State of Wisconsin (the "COMPANY"), for value received hereby promises to pay to Cede & Co. or registered assigns, the principal sum of DOLLARS on the Maturity Date set forth above, and to pay interest thereon from the Original Issue Date (or if this Global Security has two or more Original Issue Dates, interest shall, beginning on each A-1 such Original Issue Date, begin to accrue for that part of the principal amount to which that Original Issue Date is applicable) set forth above or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on the _____ and _____ in each year, commencing on the first such Interest Payment Date succeeding the applicable Original Issue Date set forth above, at the per annum Interest Rate set forth above, until the principal hereof is paid or made available for payment. No interest shall accrue on the Maturity Date, so long as the principal amount of this Global Security is paid on the Maturity Date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be the ________ or _______, as the case may be, next preceding such Interest Payment Date; provided, that the first Interest Payment Date for any part of this Security, the Original Issue Date of which is after a Regular Record Date but prior to the applicable Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record Date; and provided, that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture (as defined below), any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name this Security 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 whereof shall be given to Securityholders not more than fifteen days or fewer than ten days prior to such Special Record Date. On or before Noon, New York City time, or such other time as shall be agreed upon between the Trustee and the Depository, of the day on which such payment of interest is due on this Global Security (other than maturity), the Trustee shall pay to the Depository such interest in same day funds. On or before Noon, New York City time, or such other time as shall be agreed upon between the Trustee and the Depository, of the day on which principal, interest payable at maturity and premium, if any, is due on this Global Security and following receipt of the necessary funds from the Company, the Trustee shall deposit with the Depository the amount equal to the principal, interest payable at maturity and premium, if any, by wire transfer into the account specified by the Depository. As a condition to the payment, on the Maturity Date or upon redemption or acceleration, of any part of the principal and applicable premium of this Global Security, the Depository shall surrender, or cause to be surrendered, this Global Security to the Trustee, whereupon a new Global Security shall be issued to the Depository. This Global Security is a global security in respect of a duly authorized issue of Debt Securities, Series (the "SECURITIES OF THIS SERIES", which term includes any Global Securities representing such Securities) of the Company issued and to be issued under an Indenture dated as of _____ __, 1999 between the Company and Firstar Bank Milwaukee, National Association, as trustee (herein called the "TRUSTEE", which term includes any successor Trustee under the Indenture) and indentures supplemental thereto (collectively, the "INDENTURE"). Under the Indenture, one or more series of Securities may be issued and, as used herein, the term "Securities" refers to the Securities of this Series and any other outstanding series of Securities. Reference is hereby made for a more complete statement of the respective rights, limitations of rights, duties and immunities under the Indenture of the Company, the Trustee and the Securityholders and of the terms upon which the Securities are and are to be authenticated and delivered. This Global Security has been issued in respect of the series designated on the first page hereof, limited in aggregate principal amount to $ . A-2 Each Security of this Series shall be dated and issued as of the date of its authentication by the Trustee and shall bear an Original Issue Date or Dates. Each Security or Global Security issued upon transfer, exchange or substitution of such Security or Global Security shall bear the Original Issue Date or Dates of such transferred, exchanged or substituted Security or Global Security, as the case may be. [As applicable, one of the following two sentences: This Global Security may not be redeemed prior to , . This Global Security is not redeemable prior to the Maturity Date set forth on the first page hereof.] [If applicable: On or after , , this Global Security is redeemable in whole or in part in increments of $1,000 (provided that any remaining principal amount of this Global Security shall be at least $100,000) at the option of the Company at the following redemption prices (expressed as a percentage of the principal amount to be redeemed) plus accrued interest to the redemption date: REDEMPTION PERIODS REDEMPTION PRICES ------------------ ----------------- Notice of redemption will be given by mail to Holders of Securities of this Series not less than 30 or more than 60 days prior to the date fixed for redemption, all as provided in the Indenture. In the event of redemption of this Global Security in part only, a new Global Security or Securities of like tenor and series for the unredeemed portion hereof will be issued in the name of the Securityholder hereof upon the surrender hereof.] Interest payments for this Global Security shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date or date on which the principal of this Global Security is required to be paid is not a Business Day, then payment of principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or date on which the principal of this Global Security is required to be paid and, in the case of timely payment thereof, no interest shall accrue for the period from and after such Interest Payment Date or the date on which the principal of this Global Security is required to be paid. The Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Securities (except for certain obligations including obligations to register the transfer or exchange of Securities, replace stolen, lost or mutilated Securities, maintain paying agencies and hold monies for payment in trust, all as set forth in the Indenture) if the Company deposits with the Trustee money, U.S. Government Obligations which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, or a combination of money and U.S. Government Obligations, in any event in an amount sufficient, without reinvestment, to pay all the principal of and any premium and interest on the Securities on the dates such payments are due in accordance with the terms of the Securities. A-3 If an Event of Default shall occur and be continuing, the principal of the Securities 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 amendment thereof and the modifications of the rights and obligations of the Company and the rights of the Securityholders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the outstanding Securities. Any such consent or waiver by the Holder of this Global Security shall be conclusive and binding upon such Holder and upon all future Holders of this Global Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu thereof whether or not notation of such consent or waiver is made upon the Security. As set forth in and subject to the provisions of the Indenture, no Holder of any Securities will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to such Securities, the Holders of not less than a majority in principal amount of the outstanding Securities affected by such Event of Default shall have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee and the Trustee shall have failed to institute such proceeding within 60 days; PROVIDED, HOWEVER, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of and any premium or interest on this Security on or after the respective due dates expressed here. No reference herein to the Indenture and to provisions of this Global Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Global Security at the times, places and rates and the coin or currency prescribed in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, this Global Security may be transferred only as permitted by the legend hereto. If at any time the Depository for this Global Security notifies the Company that it is unwilling or unable to continue as Depository for this Global Security or if at any time the Depository for this Global Security shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depository with respect to this Global Security. If a successor Depository for this Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election to issue this Security in global form shall no longer be effective with respect to this Global Security and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of this Series in exchange for this Global Security, will authenticate and deliver individual Securities of this Series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of this Global Security. The Company may at any time and in its sole discretion determine that all Securities of this Series (but not less than all) issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event, the A-4 Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of this Series in exchange for such Global Security, shall authenticate and deliver, individual Securities of this Series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities in exchange for such Global Security or Securities. Under certain circumstances specified in the Indenture, the Depository may be required to surrender any two or more Global Securities which have identical terms (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depository a Global Security in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Securities surrendered thereto and that shall indicate all Original Issue Dates and the principal amount applicable to each such Original Issue Date. The Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of Wisconsin. Unless the certificate of authentication hereon has been executed by the Trustee, directly or through an Authenticating Agent by manual signature of an authorized officer, this Global Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. All terms used in this Global Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture unless otherwise indicated herein. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. NORTHERN STATES POWER COMPANY By: ---------------------------------------- Dated: Title: ------------------------------------- Attest: ------------------------------------ Title: ------------------------------------- A-5 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Security is one of the Securities of the series herein designated, described or provided for in the within-mentioned Indenture. FIRSTAR BANK MILWAUKEE, NATIONAL ASSOCIATION, AS TRUSTEE By: ------------------------------------------ AUTHORIZED OFFICER A-6 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT-- _____ Custodian ________ (Cust) (Minor) TEN ENT -- as tenants by the entireties Under Uniform Gifts to Minors JT TEN-- as joint tenants with right of survivorship and not as tenants in common ------------------------------ State Additional abbreviations may also be used though not in the above list. ------------------------- FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee - ---------------------------------------------- the within security and all rights thereunder, hereby irrevocably constituting and appointing ____________ attorney to transfer said security on the books of the 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 within instrument in every particular, without alteration or enlargement or any change whatever. A-7 EXHIBIT B FORM OF SECURITY REGISTERED REGISTERED NORTHERN STATES POWER COMPANY (INCORPORATED UNDER THE LAWS OF THE STATE OF WISCONSIN) ___% DEBT SECURITY, SERIES DUE _______ CUSIP: PRINCIPAL AMOUNT: ORIGINAL ISSUE DATE: MATURITY DATE: INTEREST RATE: NUMBER: NORTHERN STATES POWER COMPANY, a corporation of the State of Wisconsin (the "COMPANY"), for value received hereby promises to pay to or registered assigns, the principal sum of DOLLARS on the Maturity Date set forth above, and to pay interest thereon from the Original Issue Date set forth above or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on and in each year, commencing on the first such Interest Payment Date succeeding the Original Issue Date set forth above, at the per annum Interest Rate set forth above, until the principal hereof is paid or made available for payment. No interest shall accrue on the Maturity Date, so long as the principal amount of this Security is paid in full on the Maturity Date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date will, as provided in the Indenture (as defined below), be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be the or , as the case may be, next preceding such Interest Payment Date; provided that the first Interest Payment Date for any Security, the Original Issue Date of which is after a Regular Record Date but prior to the applicable Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record Date; and provided, that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture (referred to on the reverse hereof), any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name this Security 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 whereof shall be given to Securityholders not more than fifteen days nor fewer than ten days prior to such B-1 Special Record Date. Principal, applicable premium and interest due at the maturity of this Security shall be payable in immediately available funds when due upon presentation and surrender of this Security at the corporate trust office of the Trustee or at the authorized office of any paying agent in the Borough of Manhattan, the City and State of New York. Interest on this Security (other than interest payable at maturity) shall be paid by check in clearinghouse funds to the Holder as its name appears on the register; provided, that if the Trustee receives a written request from any Holder of Securities (as defined below), the aggregate principal amount of all of which having the same Interest Payment Date as this Security equals or exceeds $10,000,000, on or prior to the applicable Regular Record Date, interest on the Security shall be paid by wire transfer of immediately available funds to a bank within the continental United States designated by such Holder in its request or by direct deposit into the account of such Holder designated by such Holder in its request if such account is maintained with the Trustee or any paying agent. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent by manual signature of an authorized officer, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. NORTHERN STATES POWER COMPANY By: ----------------------------------------- Dated: Title: -------------------------------------- Attest: ------------------------------------- Title: -------------------------------------- B-2 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Security is one of the Securities of the series herein designated, described or provided for in the within-mentioned Indenture. FIRSTAR BANK MILWAUKEE, NATIONAL ASSOCIATION, AS TRUSTEE By: ------------------------------------------- AUTHORIZED OFFICER B-3 [FORM OF REVERSE OF SECURITY] NORTHERN STATES POWER COMPANY ___% DEBT SECURITIES, SERIES DUE ____ This Security is one of a duly authorized issue of Debt Securities, Series (the "SECURITIES OF THIS SERIES") of the Company issued and to be issued under an Indenture dated as of _____ __, 1999, between the Company and Firstar Bank Milwaukee, National Association, as trustee (herein called the "TRUSTEE", which term includes any successor Trustee under the Indenture) and indentures supplemental thereto (collectively, the "INDENTURE"). Under the Indenture, one or more series of Securities may be issued and, as used herein, the term "Securities" refers to the Securities of this Series and any other outstanding series of Securities. Reference is hereby made for a more complete statement of the respective rights, limitations of rights, duties and immunities under the Indenture of the Company, the Trustee and the Security holders and of the terms upon which the Securities are and are to be authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $___________. [As applicable, one of the following two sentences: This Security may not be redeemed prior to , . This Security is not redeemable prior to the Maturity Date set forth on the face hereof.] [If applicable: On or after , , this Security is redeemable in whole or in part in increments of $1,000 (provided that any remaining principal amount of this Security shall be at least $1,000) at the option of the Company at the following redemption prices (expressed as a percentage of the principal amount to be redeemed) plus accrued interest to the redemption date: REDEMPTION PERIODS REDEMPTION PRICES ------------------ ----------------- Notice of redemption will be given by mail to Holders of Securities of this Series not less than 30 or more than 60 days prior to the date fixed for redemption, all as provided in the Indenture. In the event of redemption of this Security in part only, a new Security or Securities of this Series of like tenor for the unredeemed portion hereof will be issued in the name of the Securityholder hereof upon the surrender hereof. Interest payments for this Security shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date or the date on which the principal of this Security is required to be paid is not a Business Day, then payment of principal, premium or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the date on which the principal of this Security is required to be paid, and, in the case of timely payment thereof, no interest shall accrue for the period from and after such Interest Payment Date or the date on which the principal of this Security is required to be paid. The Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Securities (except for certain obligations including obligations to register the transfer or exchange of Securities, replace B-4 stolen, lost or mutilated Securities, maintain paying agencies and hold monies for payment in trust, all as set forth in the Indenture) if the Company deposits with the Trustee money, U.S. Government Obligations which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, or a combination of money and U.S. Government Obligations, in any event in an amount sufficient, without reinvestment, to pay all the principal of and any premium and interest on the Securities on the dates such payments are due in accordance with the terms of the Securities. If an Event of Default shall occur and be continuing, the principal of the Securities 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 amendment thereof and the modifications of the rights and obligations of the Company and the rights of the Securityholders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the outstanding Securities. 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 in lieu thereof whether or not notation of such consent or waiver is made upon the Security. As set forth in and subject to the provisions of the Indenture, no Holder of any Securities will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to such Securities, the Holders of not less than a majority in principal amount of the outstanding Securities affected by such Event of Default shall have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee and the Trustee shall have failed to institute such proceeding within 60 days; PROVIDED, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of and any premium or interest on this Security on or after the respective due dates expressed here. No reference herein to the Indenture and to provisions of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, places and rates and the coin or currency prescribed in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security register. Upon surrender of this Security for registration or transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company in the Borough of Manhattan, the City and State of New York, 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 the attorney in fact of such Holder duly authorized in writing, one or more new Securities of this Series of like tenor and of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Securities of this Series are issuable only in registered form, without coupons, in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and B-5 subject to certain limitations therein set forth, Securities of this Series are exchangeable for a like aggregate principal amount of Securities of this Series of like tenor and of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange 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 owner thereof for all purposes, whether or not this Security is 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 Wisconsin. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. B-6 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT-- _____ Custodian ________ (Cust) (Minor) TEN ENT -- as tenants by the entireties Under Uniform Gifts to Minors JT TEN -- as joint tenants with right of survivorship and not as tenants in common ---------------------------------- State Additional abbreviations may also be used though not in the above list. -------------------------- FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee - ---------------------------------------------- the within security and all rights thereunder, hereby irrevocably constituting and appointing _______________ attorney to transfer said security on the books of the 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 within instrument in every particular, without alteration or enlargement or any change whatever. B-7 EX-5.01 4 EXHIBIT 5.01 EXHIBIT 5.01 NORTHERN STATES POWER COMPANY [LETTERHEAD] August 13, 1999 Northern States Power Company 100 North Barstow Street Eau Claire, Wisconsin 54701 Gentlemen: I am participating in the proceedings being had and taken in connection with the issuance and sale by Northern States Power Company, a Wisconsin corporation (herein called the Company), of up to $80,000,000 principal amount of unsecured debt securities (herein called the Securities). I have examined all statutes, records, instruments, and documents which, in my opinion, it is necessary to examine for the purpose of rendering the following opinion. Based upon the foregoing and upon my general familiarity with the Company and its affairs, as a result of having acted as General Counsel for the Company, I am of the opinion that: 1. The Company was incorporated and is now a legally existing corporation under the laws of the State of Wisconsin; has corporate power, right, and authority to do business and to own property in that state, in the manner and as set forth in the Registration Statement, Form S-3, to which this opinion is an exhibit; and has corporate power, right, and authority to create, issue, and sell the Securities. 2. When and if (a) the above-mentioned Registration Statement becomes effective pursuant to the provisions of the Securities Act of 1933, as amended, (b) the Public Service Commission of Wisconsin issues its Order authorizing the issuance and sale of the Securities, (c) the Indenture from the Company to Firstar Bank Milwaukee, National Association, Trustee, and the Supplemental Trust Indenture relating to the Securities, are duly authorized, executed, and delivered, and (d) the Securities are duly authorized, executed, authenticated, and delivered, and the consideration for the Securities has been received by the Company, all in the manner contemplated by the said Registration Statement, the Securities will be legally issued and binding obligations of the Company in accordance with their terms. Respectfully submitted, John D. Wilson General Counsel EX-12.01 5 EXHIBIT 12.01 EXHIBIT 12.01 NORTHERN STATES POWER COMPANY (A WISCONSIN CORPORATION) STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (THOUSANDS OF DOLLARS)
YEAR ENDED DECEMBER 31, 12 MONTHS ------------------------------------------------------ ENDED 1994 1995 1996 1997 1998 JUNE 30, 1999 ------ ------ ------ ------ ------ ------ EARNINGS INCOME FROM CONTINUING OPERATIONS 38,545 39,217 38,697 37,417 32,195 36,032 ADD TAXES BASED ON INCOME FEDERAL INCOME TAXES (1) 9,366 18,463 19,592 17,492 13,016 16,229 STATE INCOME TAXES (1) 2,711 4,676 4,164 2,326 2,907 3,741 DEFERRED INCOME TAXES - NET (1) 7678 1,838 1,736 4,371 5,405 4,620 INVESTMENT TAX CREDIT ADJUSTMENT - NET (943) (936) (910) (880) (859) (849) FIXED CHARGES 18,054 19,586 19,324 18,010 19,189 19,285 ------ ------ ------ ------ ------ ------ TOTAL EARNINGS 75,411 82,844 82,603 78,736 71,853 79,058 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ FIXED CHARGES INTEREST EXPENSE 17,287 18,818 18,514 16,964 18,362 18,463 AMORTIZATION OF DEBT EXPENSE, PREMIUMS, AND LOSS ON REACQUIRED DEBT 767 768 810 1,046 827 822 ------ ------ ------ ------ ------ ------ TOTAL FIXED CHARGES 18,054 19,586 19,324 18,010 19,189 19,285 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ RATIO EARNINGS TO FIXED CHARGES 4.18 4.23 4.27 4.37 3.74 4.10 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
(1) INCLUDES INCOME TAXES INCLUDED IN MISCELLANEOUS INCOME DEDUCTIONS AND NON-OPERATING TAXES. EX-23.01 6 EXHIBIT 23.01 EXHIBIT 23.01 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement of Northern States Power Company (Wisconsin) (the Company) on Form S-3 of our report dated February 1, 1999 relating to the financial statements, which appears in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the reference to us under the heading "Experts" in such Registration Statement. PRICE WATERHOUSE LLP Minneapolis, Minnesota August 13, 1999 EX-23.02 7 EXHIBIT 23.02 Exhibit 23.02 August 13, 1999 NSP Letterhead Legal Counsel's Consent I do hereby consent to the use of my name in the within Registration Statement and the accompanying Prospectus of Northern States Power Company, a Wisconsin corporation, and to the use of my opinion, filed as Exhibit 5.01 to the Registration Statement. /s/ John D. Wilson ------------------------------- John D. Wilson, General Counsel EX-24.01 8 EXHIBIT 24.01 Exhibit 24.01 POWER OF ATTORNEY WHEREAS, NORTHERN STATES POWER COMPANY, a Wisconsin corporation (the Company), is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, its Registration Statement relating to the sale of up to $80 million principal amount of secured or unsecured long-term debt securities of the Company, and one or more amendments (including post-effective amendments) to said Registration Statement; and WHEREAS, each of the undersigned holds the office in the Company hereinbelow set opposite his name. NOW, THEREFORE, each of the undersigned hereby constitutes and appoints JEROME L. LARSEN and ROGER D. SANDEEN, and each of them individually, his attorney, with full power to act for him and in his name, place and stead, to sign his name in the capacity set forth below to any Registration Statement or amendments thereto relating to the issuance of up to $80 million principal amount of secured or unsecured long-term debt securities and to any and all amendments (including post-effective amendments) to such Registration Statement, and hereby ratifies and confirms all that said attorney may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand this 3rd day of February, 1999. /s/ Jerome L. Larsen /s/ Ray A. Larson, Jr. - --------------------------------- ---------------------------------- Jerome L. Larsen, Principal Executive Ray A. Larson, Jr., Director Officer and Director /s/ H. Lyman Bretting /s/ Larry G. Schnack - --------------------------------- ---------------------------------- H. Lyman Bretting, Director Larry G. Schnack, Director /s/ Philip M. Gelatt /s/ Loren L. Taylor - --------------------------------- ---------------------------------- Philip M. Gelatt, Director Loren L. Taylor, Director STATE OF WISCONSIN ) ) ss. COUNTY OF EAU CLAIRE ) On this 3rd day of February, 1999, before me, John P. Moore, Jr., a Notary Public in and for said County and State, personally appeared each of the above-named directors of NORTHERN STATES POWER COMPANY, a Wisconsin corporation, and known to me to be the persons whose names are subscribed to the foregoing instrument, and each person acknowledged to me that he executed the same as his own free act and deed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the date above set forth. My Commission is permanent. /s/ John P. Moore, Jr. -------------------------------------- John P. Moore, Jr. Notary Public in and for the County of Eau Claire, State of Wisconsin EX-25.01 9 EXHIBIT 25.01 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ---------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _________ ---------------------- FIRSTAR BANK MILWAUKEE, N.A. (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER) WISCONSIN 39-0281225 (JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER ORGANIZATION IF NOT A U. S. NATIONAL BANK) IDENTIFICATION NUMBER) 777 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) FIRSTAR BANK MILWAUKEE, N.A. 777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202 TELEPHONE (414) 765-5725 (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE) NORTHERN STATES POWER COMPANY (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER) WISCONSIN 39-0508315 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) P.O. BOX 8 EAU CLAIRE, WISCONSIN 54702 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) DEBT SECURITIES (TITLE OF INDENTURE SECURITIES) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Office of Commissioner of Banking, Madison, Wisconsin Federal Deposit Insurance Corporation, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. The corporate trustee is authorized to exercise corporate trust powers. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. Item 3. Voting Securities of the Trustee. Furnish the following information as to each class of voting securities of the trustee:
AS OF AUGUST 5, 1999 COL. A COL. B TITLE OF CLASS AMOUNT OUTSTANDING
Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 4. Trusteeships under Other Indentures. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information: (a) Title of the securities outstanding under each such other indenture. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. (b) A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 5. Interlocking Directorates and Similar Relationships with the Obligor or Underwriters. If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor or of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials. Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner, and executive officer of the obligor:
AS OF AUGUST 5, 1999 COL. A COL. B COL. C COL. D NAME OF OWNER TITLE OF CLASS AMOUNT OWNED PERCENTAGE OF BENEFICIALLY VOTING SECURITIES REPRESENTED BY AMOUNT GIVEN IN COL. C
Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 7. Voting Securities of the Trustee Owned by Underwriters or their Officials. Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner, and executive officer of each such underwriter:
AS OF AUGUST 5, 1999 COL. A COL. B COL. C COL. D NAME OF OWNER TITLE OF CLASS AMOUNT OWNED PERCENTAGE OF BENEFICIALLY VOTING SECURITIES REPRESENTED BY AMOUNT GIVEN IN COL. C
Per General Instruction B to form T-1, no response is required to this item as the obligor is not presently in default. Item 8. Securities of the Obligor Owned or Held by the Trustee. Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee:
AS OF AUGUST 5, 1999 COL. A COL. B COL. C COL. D TITLE OF CLASS WHETHER AMOUNT OWNED PERCENT OF THE SECURITIES BENEFICIALLY OR HELD CLASS REPRESENTED ARE VOTING AS COLLATERAL SECURITY BY AMOUNT GIVEN OR NONVOTING FOR OBLIGATIONS IN COL. C SECURITIES IN DEFAULT
Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 9. Securities of Underwriters Owned or Held by the Trustee. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee:
AS OF AUGUST 5, 1999 COL. A COL. B COL. C COL. D NAME OF AMOUNT AMOUNT OWNED PERCENT OF ISSUER AND OUTSTANDING BENEFICIALLY OR HELD CLASS REPRESENTED TITLE OF CLASS AS COLLATERAL SECURITY BY AMOUNT GIVEN FOR OBLIGATIONS IN IN COL. C DEFAULT BY TRUSTEE
Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain Affiliates or Security Holders of the Obligor. If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person:
AS OF AUGUST 5, 1999 COL. A COL. B COL. C COL. D NAME OF AMOUNT AMOUNT OWNED PERCENT OF ISSUER AND OUTSTANDING BENEFICIALLY OR HELD CLASS REPRESENTED TITLE OF CLASS AS COLLATERAL SECURITY BY AMOUNT GIVEN FOR OBLIGATIONS IN IN COL. C DEFAULT BY TRUSTEE
Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 11. Ownership or Holdings by the Trustee of any Securities of a Person Owning 50 Percent or More of the Voting Securities of the Obligor. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee:
AS OF AUGUST 5, 1999 COL. A COL. B COL. C COL. D NAME OF AMOUNT AMOUNT OWNED PERCENT OF ISSUER AND OUTSTANDING BENEFICIALLY OR HELD CLASS REPRESENTED TITLE OF CLASS AS COLLATERAL SECURITY BY AMOUNT GIVEN FOR OBLIGATIONS IN IN COL. C DEFAULT BY TRUSTEE
Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 12. Indebtedness of the Obligor to the Trustee. Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the following information:
AS OF AUGUST 5, 1999 COL. A COL. B COL. C NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 13. Defaults by the Obligor. (a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. (b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 14. Affiliations with the Underwriters. If any underwriter is an affiliate of the trustee, describe each such affiliation. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 15. Foreign Trustee. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not applicable Item 16. List of Exhibits. List below all exhibits filed as part of this statement of eligibility. 1. A copy of the Articles of Association of Firstar Bank Milwaukee, N.A. (f/k/a First Wisconsin National Bank) as now in effect (filed herewith). 2. Certificate of authority of the Trustee to commence business (contained in Exhibit 1). 3. Authorization of the Trustee to exercise trust powers (f/k/a First Wisconsin National Bank) (filed herewith). 4. A copy of the existing By-Laws of Firstar Bank Milwaukee, N.A. (f/k/a First Wisconsin National Bank) (filed herewith). 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939 (filed herewith). 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirement of its supervising or examining authority (filed herewith). SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Firstar Bank Milwaukee, N.A., a corporation organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Milwaukee, and State of Wisconsin, on the 5th day of August, 1999. FIRSTAR BANK MILWAUKEE, N.A. (Trustee) By: /s/Yvonne Siira -------------------------------------- YVONNE SIIRA, ASSISTANT VICE PRESIDENT (Name and title) By: /s/Pamela Warner -------------------------------------- PAMELA WARNER, ASSISTANT SECRETARY (Name and title) EXHIBIT 1 ARTICLES OF ASSOCIATION OF FIRSTAR BANK MILWAUKEE, N.A., NATIONAL ASSOCIATION AS AMENDED TO AUGUST 17, 1995 AMENDED 9/14/92 FIRST. The title of this Association shall be "Firstar Bank Milwaukee, N.A., National Association." SECOND. The place where the main banking house or office of this Association shall be located, its operations of discount and deposit carried on, and its general business conducted, shall be Milwaukee, County of Milwaukee, State of Wisconsin. AMENDED 2/27/87 THIRD. The Board of Directors of this Association shall consist of such number of its shareholders not less than five nor more than twenty-five, as from time to time shall be determined by a majority of the votes to which all of its shareholders are at the time entitled. Each director, during the full term of his or her directorship, shall own a minimum of $1,000 aggregate par value of stock of this Association or a minimum par value, fair market value or equity interest of $1,000 of stock in the bank holding company controlling this Association. A majority of the Board of Directors shall be necessary to constitute a quorum for the transaction of business. The Board of Directors, by the vote of a majority of the full Board, may, between Annual Meetings of the Shareholders, increase the membership of the Board by not more than two members and by like vote appoint qualified persons to fill the vacancies created thereby. FOURTH. The regular annual meeting of the Shareholders of this Association shall be held at its main banking house or other convenient place duly authorized by the Board of Directors on such day of each year as is specified therefor in the By-laws. AMENDED 1/17/67 FIFTH. The amount of authorized capital stock of this Association shall 5/13/71 be Seventy-five Million Six Hundred Thousand Dollars ($75,600,000) divided into 2,100,000 shares of common stock of the par value of Thirty-six ($36.00) each; but said capital stock may be increased or decreased from time to time in accordance with the provisions of the laws of the United States. 2/22/74 1/21/75 10/27/75 1/17/80 2/19/81 3/27/95 8/17/95 No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion may from time to time determine and at such price as the Board of Directors may from time to time fix. The Association may at any time or times authorize and issue debt obligations, whether or not subordinated, without the approval of the Shareholders. AMENDED 2/16/78 SIXTH. The Board of Directors shall appoint one of its members President of this Association, who shall be Chairman of the Board, but the Board of Directors may appoint a Director, in lieu of the President, to be Chairman of the Board, who shall perform such other duties as may be designated by the Board of Directors. In the absence of the Chairman of the Board and or the President of this Association, the Board of Directors may appoint any one of the other officers or Directors of this Association to act as temporary Chairman at a meeting of the Board of Directors and to preside temporarily thereat; provided that such temporary Chairman may not, unless he shall be a member of the Board of Directors, have any right to vote at such meeting. The Board of Directors shall have the power to appoint one or more Vice Presidents, a Cashier and such other officers as may be required to transact the business of this Association, to fix the salaries to be paid to all officers of this Association, and to dismiss such officers, or any of them. The Board of Directors shall have the power to define the duties of officers and employees of this Association, to require bonds from them, and to fix the penalty thereof; to regulate the manner in which Directors shall be elected or appointed, and to appoint judges of the election; to make all by-laws that it may be lawful for them to make for the general regulation of the business of this Association and the management of its affairs, and generally to do and perform all acts that it may be lawful for a Board of Directors to do and perform. SEVENTH. This Association shall have succession from the date of its organization certificate until such time as it be dissolved by the act of its shareholders in accordance with the provisions of the banking laws of the United States, or until its franchise becomes forfeited by reason of violation of law, or until terminated by either a general or a special act of Congress, or until its affairs be placed in the hands of a receiver and finally wound up by him. EIGHTH. The Board of Directors of this Association, or any three or more shareholders owning, in the aggregate, not less than ten percent of the stock of this Association, may call a special meeting of shareholders at any time provided, however, that, unless otherwise provided by law, not less than ten days prior to the date fixed for any such meeting, a notice of the time, place and purpose of the meeting shall be given by first-class mail, postage prepaid, to all shareholders of record of this Association at their respective addresses as shown upon the books of the Association. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the shareholders owning at least a majority of the stock of this Association, subject to the provisions of the banking laws of the United States. The notice of any shareholders' meeting, at which an amendment to the Articles of Association of this Association is to be considered, shall be given as hereinabove set forth. EXHIBIT 3 UNITED STATES OF AMERICA THE STATE OF WISCONSIN STATE BANKING DEPARTMENT WHEREAS, the FIRST WISCONSIN NATIONAL BANK, Milwaukee, Wisconsin, has been granted FIDUCIARY POWERS, as witnessed by certified copy of such permit granted by the Federal Reserve Board, under Subsection (k) of Section Eleven (11) of the Federal Reserve Act, and WHEREAS, said bank has complied with Section 221.04, subsection (6), 220.09 and 223.02 of the Revised Statutes of Wisconsin, by depositing sufficient securities approved by this Department with the State Treasurer. NOW, THEREFORE, I, Wm. E. Nuesse, Commissioner of Banks for the State of Wisconsin, do concur in the permit as granted by the Federal Reserve Board, authorizing said bank to act as Trustee, Executor, Administrator, Committee of Estates of Lunatics, and in any other fiduciary capacity granted thereby. THIS CONCURRENCE OF PERMIT shall be subject to revocation in whole or in part, should the law relating to the fiduciary powers of national banks be further restricted, or should the bank exercising these fiduciary powers fail to comply with any or all provisions of the Statutes of Wisconsin. IN TESTIMONY WHEREOF, I have hereunto set my hand and caused my Official Seal to be affixed. Done at the Hill Farms State Office Building, in the City of Madison, this 10th Day of March, 1967. /s/ Wm. E. Nuesse ------------------------------------- Wm. E. Nuesse Commissioner of Banking EXHIBIT 4 F I R S T A R B A N K M I L W A U K E E , N . A . B Y - L A W S (AS AMENDED TO JULY 17, 1997) ARTICLE I SHAREHOLDERS AMENDED: 12/18/75 SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders, for the purpose of electing directors and for the transaction of such other business as may come before the meeting, shall be held on the third Thursday of February of each year, at 8:30 o'clock in the morning, unless some other hour shall have been designated by the Board of Directors. If the election of directors shall not be held on the date designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be. AMENDED: 6/19/80 SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by the laws of the United States or the Articles of Association, may be called by the Chairman of the Executive Committee, the Chairman of the Board, the President or the Board of Directors, and shall be called by the Secretary upon a written request to him signed by at least three shareholders owning in the aggregate not less than ten percent of all outstanding shares of the Association entitled to vote at the meeting. SECTION 3. PLACE OF MEETING. The Board of Directors may designate any convenient place in the City of Milwaukee, Wisconsin, as the place of meeting for any annual meeting or for any special meeting. If no such designation is made, the place of meeting shall be the main banking office of the Association in the City of Milwaukee, Wisconsin. Any meeting may be adjourned to reconvene at any place in the City of Milwaukee, Wisconsin, designated by vote of a majority of the shares represented thereat. AMENDED: 6/19/80 SECTION 4. NOTICE OF MEETING. Unless otherwise provided by the laws of the United States or the Articles of Association, written notice stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten or more than fifty days before the date of the meeting, by or at the direction of the Chairman of the Executive Committee, the Chairman of the Board, the President, or the Secretary, to each shareholder of record entitled to vote at such meeting. Such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock record book of the Association, with postage thereon prepaid. SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Association may provide that the stock transfer books shall be closed for stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the close of business on the date on which notice of the meeting is mailed or on the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall be applied to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired. AMENDED: 6/19/80 SECTION 6. VOTING LISTS. The Secretary shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the office of the Association and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting. SECTION 7. QUORUM. Except as otherwise provided by law, a majority of the outstanding shares of the Association entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, and a majority of votes cast at any meeting at which a quorum is present shall be decisive of any motion or election. Though less than a quorum of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. AMENDED: 6/19/80 SECTION 8. PROXIES. At all meetings of shareholders, a shareholder entitled to vote may vote in person or by proxy appointed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Association before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any time before it is voted, either by written notice filed with the secretary of the meeting or by oral notice given by the shareholder to the presiding officer during the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. SECTION 9. VOTING OF SHARES. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, except for the election of Directors. In all elections of Directors each shareholder shall have the right to vote the number of shares owned by him for as many persons as there are Directors to be elected, or to cumulate such shares and give one candidate as many votes as the number of Directors multiplied by the number of his shares shall equal or to distribute them on the same principle among as many candidates as he shall elect. SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. AMENDED: 6/19/80 (a) OTHER CORPORATION. Shares standing in the name of another corporation may be voted either in person or by proxy, by the president of such corporation, or any other officer appointed by such president. A proxy executed by any principal officer of such other corporation or assistant thereto shall be conclusive evidence of the signer's authority to act, in the absence of express notice to this Association, given in writing to the Secretary of the designation of some other person by the Board of Directors or the by-laws of such other corporation. AMENDED: 6/19/80 (b) LEGAL REPRESENTATIVES AND FIDUCIARIES. Shares held by an administrator, executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee for creditors may be voted by him, either in person or by proxy, without a transfer of such shares into his name, provided that there is filed with the Secretary before or at the time of the meeting proper evidence of his incumbency and the number of shares held. Shares standing in the name of a fiduciary may be voted by him, either in person or by proxy. A proxy executed by a fiduciary shall be conclusive evidence of the signer's authority to act, in the absence of express notice to this Association, that such manner of voting is expressly prohibited or otherwise directed by the document creating the fiduciary relationship. (c) PLEDGES. A shareholder whose shares are pledges shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. (d) TREASURY STOCK AND SUBSIDIARIES. Neither treasury shares, nor shares held by another corporation if majority of the shares entitled to vote for the election of directors of such other corporation is held by this Association, shall be voted at any meeting or counted in determining the total number of outstanding shares entitled to vote, but shares of its own issue held by such other corporation in a fiduciary capacity, may be voted and shall be counted in determining the total number of outstanding shares entitled to vote. AMENDED: 6/19/80 (e) MINORS. Shares held by a minor may be voted by such minor in person or proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the Association has received written notice or has actual knowledge that such shareholder is a minor. AMENDED: 6/19/80 (f) INCOMPETENTS AND SPENDTHRIFTS. Shares held by an incompetent or spendthrift may be voted by such incompetent or spendthrift in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the Association has actual knowledge that such shareholder has been adjudicated an incompetent or spendthrift or actual knowledge of filing of judicial proceedings for appointment of a guardian. AMENDED: 6/19/80 (g) JOINT TENANTS. Shares registered in the names of two or more individuals who are named in the registration as joint tenants may be voted in person or by proxy signed by any one or more of such individuals if either (i) no other such individual or his legal representative is present and claims the right to participate in the voting of such shares or prior to the vote files with the Secretary of the Association a contrary written voting authorization or direction or written denial of authority of the individual present or signing the proxy proposed to be voted or (ii) all such other individuals are deceased and the Secretary of the Association has no actual knowledge that the survivor has been adjudicated not to be the successor to the interests of those deceased. SECTION 11. WAIVER OF NOTICE OF SHAREHOLDERS. Whenever any notice whatever is required to be given to any shareholder of the Association under the Article of Association or By-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the shareholder entitled to such notice, shall be deemed equivalent to the giving of such notice; provided that such waiver in respect to any matter of which notice is required under any provision of law shall contain the same information as would have been required to be included in such notice, except such waiver need not set forth the time and place of meeting. SECTION 12. CHAIRMAN AND SECRETARY OF MEETING. At each meeting of the shareholders, the shareholders shall elect a Chairman and a Secretary of the meeting, each of whom shall be either an officer or a shareholder of the Association. AMENDED: 6/19/80 SECTION 13. JUDGES OF ELECTIONS. Not less than thirty days prior to the date of any election of Directors the Board of Directors shall appoint two shareholders to be the judges of said election has been held the judges shall certify the results thereof to the Secretary. AMENDED: 6/19/80 SECTION 14. REPORTS OF MEETINGS. The Secretary of the meeting shall cause the record of each meeting of shareholders to be kept showing the names of the shareholders present in person and by proxy, the number of shares held by each and the number of shares voted on each action. After each such meeting the Secretary shall forward a report thereof to the Comptroller of the Currency in the form prescribed by him. ARTICLE II BOARD OF DIRECTORS SECTION 1. GENERAL POWERS. The business and affairs of the Association shall be managed by its Board of Directors. AMENDED: 10/19/67; 6/19/80; 1/21/82 SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors shall consist of not less than five nor more than twenty-five persons. The number of Directors to be elected shall be determined by a majority of the votes cast by the shareholders at the annual meeting or at a special meeting called for such purpose; provided that the Board of Directors may, by a vote of the majority of its members, increase the number of members of the Board as established by the shareholders by not more than two members. Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected, or until his death or until he shall resign by filing his written resignation with the Secretary. No person shall be eligible to be elected or re-elected as a member of the Board of Directors if he shall have attained 70 years of age at the date of his election. SECTION 3. OATH. Each person when initially elected or appointed a member of the Board of Directors shall take the oath of such office in the form prescribed by the Comptroller of the Currency. No person elected or appointed a Director shall exercise the functions of such office until he shall have taken such oath. SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held, without other notice than this By-law, immediately after and at the same place as the annual meeting of shareholders for the purpose of the Directors taking their oaths, organizing the Board, electing the Executive Committee, appointing officers of the Association and transacting such other business as may properly come before the meeting. Additional regular meetings of the Board of Directors shall be held monthly on such day and at such hour as the Board of Directors may provide by resolution, without other notice than such resolutions. When any regular meeting of the Board of Directors falls upon a holiday, the meeting shall be held on the next business day unless the Board of Directors shall have previously designated another day. AMENDED: 6/19/80 SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Executive Committee, Chairman of the Board, the President, the Executive Vice President, and shall be called by the Secretary at the request of three or more Directors. SECTION 6. PLACE OF MEETING. The Board of Directors (or in the case of a special meeting called at the request of the Chairman of the Executive Committee, the Chairman of the Board, the President, the Executive Vice President, or three or more Directors calling such meeting, the officer of Directors requesting such call) may designate any convenient place in the City of Milwaukee, Wisconsin, as the place of meeting for any meeting of the Board of Directors. If no such designation is made, the place of meeting shall be the main banking office of the Association in the City of Milwaukee, Wisconsin. AMENDED: 6/19/80 SECTION 7. NOTICE. Notice of any special meeting shall be given by the Secretary to each Director at least 48 hours previous thereto by orally presenting such notice to a Director personally, directly or by telephone, or by written notice delivered personally or mailed to a Director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid (air mail postage as to any Director whose address is more than 200 airline miles from Milwaukee, Wisconsin). If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Whenever any notice whatever is required to be given to any Director under the provisions of these By-laws or under the provisions of the Articles of Association or under the provisions of any statute, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. SECTION 8. QUORUM. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the Directors present (though less than such quorum) may adjourn the meeting from time to time without further notice. SECTION 9. MANNER OF ACTING. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of greater number is required by law or by the Articles of Association or these By-laws. SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors by resignation or death or by reason of the increase in the number of authorized members of the Board as provided at Section 2 of this Article II may be filled until the next succeeding annual election by appointment pursuant to the affirmative vote of a majority of the Directors then in office. AMENDED: 6/19/80 SECTION 11. PRESUMPTION OF ASSENT. A Director of the Association who is present at a meeting of the Board of Directors or a committee thereof at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall file his written dissent by registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. ARTICLE III COMMITTEES AMENDED: 2/19/87 SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors shall, at its regular meeting held immediately following the annual meeting of shareholders, elect an Executive Committee consisting of such number of members of the Board, not less than six nor more than fifteen, as the Board may fix by resolution. The Chairman of the Board and President shall be members of the Executive Committee. The Board of Directors shall also elect six or more of its members to serve as alternate members of the Executive Committee, which alternate members may be called upon by the Chairman of the Executive Committee to serve in the absence of any of the regular members. Any vacancy occurring in the Executive Committee may be filled until the next succeeding annual election by appointment of the Board of Directors. The Executive Committee shall be vested with all the authority of the Board of Directors and, subject to the control of the Board, shall direct the management of the affairs of the Association in the interim between meetings of the Board. The Executive Committee may require that it shall approve all loans and discounts to any individual or entity which equal or exceed such aggregate amount as the Executive Committee shall keep minutes of all of its meetings, showing the matters considered and disposed of by it, which minutes shall be presented to the Board of Directors at its next succeeding regular meeting. The Executive Committee shall elect one of its members as Chairman of the Executive Committee who may, but need not be, the Chairman of the Board of Directors and/or the President. Such election shall be made annually at the first meeting of the Executive Committee held after each annual meeting of the shareholders. The Chairman of the Executive Committee shall hold office until his successor shall have been duly elected and shall have qualified or until his death, resignation or removal in the manner hereinafter provided. The Chairman of the Executive Committee shall appoint a Secretary who need not be a member of the Executive Committee. AMENDED: 2/15/79; 7/19/79; 2/19/80; 9/18/80; 11/18/82; 2/19/87; 8/19/93 SECTION 2. RISK EXAMINATION COMMITTEE. The Board of Directors shall, at its regular meeting held immediately following the annual meeting of shareholders, elect a Risk Examination Committee consisting of not less than three members of the Board, none of whom may be officers of the Association, except where the full Board of Directors comprises the Risk Examination Committee. The Board of Directors may also elect one or more of its members to serve as an alternate member or members of the Risk Examination Committee, which alternate member or members may be called upon by the Chairman of the Risk Examination Committee to serve in the absence of any of the regular members. The Board of Directors shall appoint the Chairman of the Risk Examination Committee, who shall be a member of such Committee, and a Secretary, who need not be a member of such Committee. The Risk Examination Committee shall cause suitable examinations of the affairs of the Association to be made by auditors responsible only to the Board of Directors, in order to ascertain whether the Association is in sound financial condition, and whether adequate internal audit controls and procedures are maintained. The Risk Examination Committee shall also review activities that represent significant potential loss of income or assets of the Association. The Risk Examination Committee shall, in addition, cause suitable examinations of the Trust Department to be made by such independent auditors at least once during each calendar year and within fifteen months of the last such audit for the purpose of determining whether the Trust Department has been administered according to law, the regulations of any governmental regulatory agency and sound fiduciary principles. The results of each such examination, together with the results of any examination made by the examining staff of any governmental regulatory agency, shall be reviewed by the Risk Examination Committee and reported to the Board of Directors, together with any recommended changes in the manner of conducting the affairs of the Association as shall be deemed advisable, and made a part of the records of the Association. AMENDED: 9/18/80; 2/19/87 SECTION 3. TRUST INVESTMENT COMMITTEE. The Board of Directors shall, at its regular meeting held immediately following the annual meeting of shareholders, elect a Trust Investment Committee, consisting of such number of members of the Board, not less than three nor more than fifteen, as the Board may fix by resolution. The Board of Directors shall also elect six or more of its members to serve as alternate members of the Trust Investment Committee, which alternate members may be called upon by the Chairman of the Board to serve in the absence of any of the regular members. The Trust Investment Committee shall appoint a Chairman who shall be a member of such Committee, and a Secretary, who need not be a member of such Committee. All investments of trust funds shall be made, retained or disposed of only with the authorization or approval of the Trust Investment Committee. The Trust Investment Committee shall, at least annually, review each trust account to determine the safety and value of its assets and advisability of retaining or disposing of them. The Trust Investment Committee shall keep minutes of all of its meetings, showing the disposition of all matters considered and passed on by it, which minutes shall be presented to the Executive Committee at its next succeeding regular meeting. AMENDED: 11/15/73 SECTION 4. OFFICERS' LOAN COMMITTEES. The Executive Committee or the Board of Directors may appoint such Officers' Loan Committees as it deems appropriate from time to time, each such Committee shall consist of such number of officers of the Association as the Executive Committee or the Board of Directors shall determine by resolution. The Executive Committee or the Board of Directors may also appoint one or more officers of the Association to serve as alternate members of such Committees, which alternate members may be called upon by the Chairman of the Board, President or the Chairman of the respective Committee to serve in the absence of any of the regular members. The Executive Committee or the Board of Directors shall designate the person who shall serve as Chairman of each such Committee and each Committee shall appoint a Secretary who need not be a member of the Committee. Each such Officers' Loan Committee shall have such powers to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts held by the Association as the Executive Committee or the Board of Directors may from time to time specify by resolution, subject at all times to the control of the Executive Committee and the Board of Directors. Such Committees shall report their actions to each regular meeting of the Executive Committee or Board of Directors, which shall approve or disapprove the report and record such action in the minutes of their meetings, but no such disapproval shall adversely affect the interests of any customer or third party in any transaction or commitment made under the authority of this Section. ADDED: 11/15/73; 1/20/83 SECTION 5. OTHER COMMITTEES. The Board of Directors or Executive Committee by resolution may designate one or more additional committees, each committee to consist of such number of officers and/or directors of the Association as may be specified in such resolution, provided, however, that a Plan Committee for any pension plan established by the Association may consist of such officers, directors, and/or employees of the Association as may be designated by the Board. Each such committee shall have such powers in the management of the business and affairs of the Association to the extent provided in said resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by the Executive Committee or Board of Directors, except action in respect to matters requiring action by the shareholders, Board of Directors, Executive Committee or other committee established by or pursuant to these By-laws. The Executive Committee or Board of Directors may specify one or more alternate member of any such committee who may take the place of any absent members or members at any meeting of such committee, upon request by the Chairman of the Board, President or upon request by the chairman of such committee. Each such committee shall fix its own rules governing the conduct of its activities and shall report their actions to each regular meeting of the Executive Committee or Board of Directors, which shall approve or disapprove the report and record such action in the minutes of their meetings. ARTICLE IV OFFICERS AMENDED: 2/16/78; 6/19/80; 9/15/88; 3/18/93 SECTION 1. NUMBER AND QUALIFICATIONS. The principal officers of the Association shall be a Chairman of the Board of Directors, a President, one or more Executive, Senior and First Vice Presidents, a Cashier, a Trust Officer, a Comptroller, and a Secretary, each of whom shall be appointed by the Board of Directors. Such other officers, including Vice Presidents, and assistant officers as may be deemed necessary may be appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Cashier, the offices of President and Secretary, and the offices of President and Vice President. The Chairman of the Board of Directors and President shall be members of the Board of Directors. Except to the extent such power is limited by the Board of Directors, any officer authorized by these By-laws or the Board of Directors to appoint officers may appoint one or more other officers or assistant officers, and any officer making such an appointment shall report the appointment to the Board of Directors at its next regular meeting. SECTION 2. TERMS OF OFFICE. The officers of the Association shall be appointed annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If officers shall not be appointed at such meeting, they shall be appointed as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. SECTION 3. REMOVAL. Any officer or agent appointed by the Board of Directors or Executive Committee may be removed by the Board of Directors or Executive Committee, as the case may be, whenever in its judgment the best interests of the Association will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment shall not of itself create contract rights. SECTION 4. VACANCIES. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board of Directors for the unexpired portion of the term. AMENDED: 3/18/93 SECTION 5. PRINCIPAL EXECUTIVE OFFICER. The principal executive officer of the Association shall be either the Chairman of the Board or the President of the Association, as is designated from time to time by the Board of Directors by resolution duly adopted by a majority of its members at any regular or Special Meeting. Subject to the control of the Board of Directors such principal executive officer shall generally supervise and control all of the business and affairs of the Association. The principal executive officer shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents, employees and, in accordance with Section 1 of this Article, other officers of the Association as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents, employees and officers shall hold office at the discretion of the principal executive officer. AMENDED: 1/16/69; 2/18/82 SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall, when present, preside at all meetings of the shareholders and the Board of Directors. The Chairman of the Board shall perform all such duties as may be prescribed by the Board of Directors from time to time. AMENDED: 1/16/69; 6/19/80; 2/18/82 SECTION 7. PRESIDENT. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Unless the Board of Directors otherwise provides, in the absence of the Chairman of the Board or in the event of his inability or refusal to act, the President shall perform the duties of the Chairman of the Board, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board. He may sign with the Cashier, Secretary, Assistant Cashier or Assistant Secretary, or any other proper officer of the Association thereunto authorized by the Board of Directors certificates for shares of the Association. AMENDED: 2/16/78 SECTION 8. EXECUTIVE VICE PRESIDENT(S). The Executive Vice President(s) shall consult with the Chairman of the Board and the President regarding the business and affairs of the Association and shall perform such duties as may be prescribed by the Chairman of the Board, the President and the Board of Directors from time to time. In the absence of the President, or in the event of his inability or refusal to act, the Board of Directors may designate one Executive Vice President to perform the duties of President and when so acting said Executive Vice President shall have all of powers of and be subject to all of the restrictions upon the President. SECTION 9. THE VICE PRESIDENTS. In the absence of the Chairman of the Board, the President and the Executive Vice President, or in the event of their inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by resolution of the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the Chairman of the Board and the President (except for presiding at meetings of the shareholders, of the Board of Directors and of the Executive Committee), and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board and/or President. Any Vice President may sign, with the Cashier, certificates for shares of the Association; and shall perform such other duties as from time to time may be assigned to him by the Chairman of the Executive Committee, the Chairman of the Board, the President, or by the Board of Directors. AMENDED: 6/19/80 SECTION 10. THE CASHIER. The Cashier and the Secretary, or either of them, shall (a) be custodians of the corporate records and of the seal of the Association and see that the seal of the Association is affixed to all documents the execution of which on behalf of the Association under its seal is duly authorized; and (b) sign with the President, or a Vice President, certificates for shares of the Association, the issuance of which shall have been authorized by resolution of the Board of Directors. The Cashier shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the officer of Cashier or imposed by these By-laws and shall perform such other duties as from time to time may be assigned to him by the Chairman of the Board, the President or by the Board of Directors. SECTION 11. COMPTROLLER. The Comptroller shall be responsible for the accuracy and proper maintenance of all accounting records of the Association in accordance with generally recognized principles of accounting acceptable to the Board of Directors. He shall prepare and furnish to the Board periodic reports showing the financial condition and results of operations of the Association, together with such other information as he may be called upon from time to time to furnish. The Comptroller shall also perform such other duties as may be assigned to him directly or indirectly, by the Chairman of the Board, the President or the Board of Directors. The Comptroller shall be responsible to the Board of Directors of the Association and shall report to the Board directly or through the Chairman of the Board. ADDED: 6/19/80 SECTION 12. THE SECRETARY. The Secretary of the Association shall: (a) keep the minutes of the shareholders' and of the Board of Directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) advise all members of the Board of Directors immediately upon their election as such; (d) along with the Cashier, or either of them, be custodians of the corporate records and of the seal of the Association and see that the seal of the Association is affixed to all documents the execution of which on behalf of the Association under its seal is duly authorized; (e) keep a register of the post office address of each shareholder; (f) sign with the President, or a Vice President, certificates for shares of the Association, the issuance of which shall have been authorized by resolution of the Board of Directors, as duties of the Cashier. The Secretary shall perform such other duties as from time to time may be assigned to him by the Chairman of the Board, the President or by the Board of Directors. RENUMBERED: 6/19/80 SECTION 13. ASSISTANTS AND ACTING OFFICERS. The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he is so appointed to be assistant, or as to which he is so appointed to act, except as to such power may be otherwise defined or restricted by the Board of Directors. ARTICLE V CERTIFICATES FOR SHARES AND THEIR TRANSFER AMENDED: 6/19/80 SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the Association shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or Vice President and by the Cashier, Assistant Cashier, Secretary or Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and the date of issue, shall be entered on the stock transfer books of the Association. All certificates surrendered to the Association for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Association as the Board of Directors may prescribe. AMENDED: 6/19/80 SECTION 2. FACSIMILE SIGNATURES AND SEAL. The Seal of the Association on any certificates for shares may be a facsimile. The signatures of the President or Vice President, the Cashier or Assistant Cashier and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Association itself or an employee of the Association. AMENDED: 6/19/80 SECTION 3. SIGNATURE BY FORMER OFFICERS. In case any officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, shall have ceased to be such officer before such certificate is issued, it may be issued by the Association with the same effect as if he were such officer at the date of its issue. SECTION 4. TRANSFER OF SHARES. Prior to due presentment of a certificate for shares for registration or transfer the Association may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner. Where a certificate for shares is presented to the Association with a request to register for transfer, the Association had no duty to inquire into adverse claims or has discharged any such duty. The Association may require reasonable assurance that said endorsements are genuine, effective and in compliance with such other regulations as may be prescribed under the authority of the Board of Directors. SECTION 5. STOCK REGULATIONS. The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with law as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Association. ARTICLE VI CONTRACTS AMENDED: 3/18/76 The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract, execute and deliver any instrument in the name of and on behalf of the Association, execute checks, drafts, bills of exchange, orders, letters of credit and other obligations of the Association, transmit and receive funds of the Association, direct the transfer of such funds by others and enter into agreements which authorize others, on terms and conditions set forth therein, to transmit, receive and direct transfer of such funds by telegraphic, telephonic, electronic or other means, and such authorization may be general or confined to specific instances. ARTICLE VII AMENDMENTS These By-laws may be altered, amended or repealed and new By-laws may be adopted by the shareholders or Board of Directors by majority vote at any regular meeting or special meeting noticed for such purpose. Any By-law adopted by the Board of Directors shall be subject to amendment or repeal by the shareholders as well as by the Directors. ARTICLE VIII CORPORATE SEAL The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Association and the words "Corporate Seal." ARTICLE IX INDEMNIFICATION OF DIRECTORS AND OFFICERS SECTION 1. DEFINITIONS OF TERMS FOR THIS ARTICLE. (a) "Director or Officer" shall include any person who may have served at the request of the Association as a director or officer of another corporation in which the Association owned stock or was a creditor at any time during the period of said service, and all past, present and future directors and officers of the Association whether or not so serving at the time of incurring the expenses or liabilities referred to herein, and their personal representatives. (b) "Expenses" shall include, without limiting the generality thereof, amounts paid or payable as fees of legal counsel and experts. (c) "Action" means any civil, criminal or administrative action, suit, proceeding or claim, or threat thereof, in which a director or officer may be involved as a party or otherwise, by reason of his having served as such director or officer or by reason of anything done or omitted by him as such director or officer, or alleged to have been so done or omitted. (d) "Determination by the Board of Directors" means a determination made by resolution, upon favorable advice by counsel for the Association, adopted by the affirmative vote of a majority of a committee consisting of all directors of the Association then in office, other than those involved in the action, provided that there are not less than three, such determination shall be deemed to have been made if recommended by affirmative vote of a majority of the directors of the Association then in office (whether or not involved in the action) but only to the extent concurred in by either (i) the affirmative vote of a majority of the outstanding shares entitled to vote at a meeting of the shareholders called for that purpose, or (ii) the opinion of independent legal counsel selected by the Board of Directors. SECTION 2. MANDATORY INDEMNIFICATION. The Association shall indemnify each director or officer against all expenses actually and reasonably incurred by him in connection with any action and against all liability to which he is subjected upon disposition of any action, if either (a) final disposition of such action is made in favor of such director or officer or (b) he is adjudged to be not guilty of gross negligence or misconduct in the performance of duty to the Association in the matter. SECTION 3. ASSUMPTION OF DEFENSE AND LIABILITY. If any director or officer, who is involved in any action for which mandatory indemnification might be required under Section 1 in the event of favorable adjudication thereof, shall make full disclosure to the Board of Directors of or to counsel for the Association of the pertinent facts not otherwise known to the Association, and if there shall be made a determination by the Board of Directors that in its opinion such director or officer was not guilty of negligence or misconduct in the performance of duty to the Association in the matter, the Association shall assume or provide at the Association's expense and risk the defense or settlement thereof on his behalf; and in such event such director or officer shall have no liability to the Association for any expense, liability or settlement payment incurred by the Association in the matter. SECTION 4. INSURANCE. The Association may upon affirmative vote of a majority of its Board of Directors, purchase commercial insurance for the benefit of a director or officer against all or any part of the expenses of actions against such director or officer; and such insurance need not exclude actions in which such director or officer may thereafter be adjudged guilty of negligence or misconduct in the performance of duty to the Association. Such insurance may, but need not, be for the benefit of all directors or officers. SECTION 5. FURTHER ASSUMPTION OR SHARING OF EXPENSE AND LIABILITY. If complete indemnification of expense, liability or settlement payments is not provided pursuant to Sections 2, 3 and 4 to any director or officer, the Association may grant such further indemnification in whole or in part as may be fixed by determination by the Board of Directors upon consideration of the circumstances of the individual action. SECTION 6. LIABILITY FOR DETERMINATION. The Association and its directors, officers, employees and agents shall not be liable to anyone for making any determination as to the existence or absence of liability under any of Section 2 through 5 above, or for making or refusing to make any payment thereunder on the basis of such determination, or for taking or omitting to take any other action thereunder in reliance upon advice of counsel. SECTION 7. OTHER RIGHTS. The foregoing indemnification provisions shall be in addition, and may be claimed without prejudice, to any other rights which any director, officer, employee or agent may have. ARTICLE X EMERGENCY PROVISIONS SECTION 1. APPLICABILITY. The provisions of this Article shall be of no effect until the occurrence of a state of emergency resulting in this Association being unable to continue its normal functions under the direction of established management and at the location of its main office (in this Article referred to as "Emergency"), which Emergency may include but shall not be limited to war or war-like disaster. Upon such occurrence and during the continuation of such Emergency: (a) the provisions of this Article shall become effective forthwith and shall remain so effective without further authorization or declaration, unless otherwise determined by the Board of Directors or other body performing the powers of the Board of Directors as provided in these By-laws or under any governmental directives, and (b) so far as the provisions of this Article are in conflict with the provisions of any other By-law or resolution theretofore adopted, the provisions of this Article shall prevail. SECTION 2. TEMPORARY OFFICES. Upon the occurrence and during the continuation of such an Emergency of sufficient severity so as to prevent this Association from carrying on its normal banking functions at the location of its main office, any or all of the business ordinarily conducted at such location shall be temporarily relocated elsewhere in suitable quarters, which may be or include but need not be limited to an established branch office of this Association, as may be designated by the Board of Directors or other body performing the powers of the Board of Directors as provided in these By-laws or under any governmental directives. Such relocated place of business shall be within the City of Milwaukee if a suitable location within such City is available. Any temporary relocated place of business shall be returned to its original or other legally authorized location as soon as practicable and such temporary place of business shall then be discontinued. SECTION 3. EMERGENCY EXECUTIVE COMMITTEE. Upon the occurrence and during the continuance of such an Emergency of sufficient severity so as to prevent the conduct and management of the affairs and business of this Association by its Board of Directors and the regularly established committees thereof: (a) There is hereby created an Emergency Executive Committee, which may exercise the full powers and authority of the Board of Directors and of any other regularly established Committee of the Board of Directors until the Board of Directors or other such established committee may be available to resume exercise of its functions. (b) Such Emergency Executive Committee shall consist of the then available members of the Board of Directors, any three of whom shall constitute a quorum. Whenever less than three regularly elected directors of this Association shall be available to serve on such Emergency Executive Committee, the place of any absent director may be taken by any person, designated by prior resolution of the Board of Directors of First Wisconsin Bankshares Corporation (as holder of more than 98% of the outstanding shares of this Association), to serve as an acting director and member of the Emergency Executive Committee until not less than three regularly elected directors of this Association are available to serve. (c) The Emergency Executive Committee may meet upon such notice and at such times and places, as the person performing the powers and duties of President may determine to be practicable under Emergency conditions. Approval by any member of any matter or action, given by written, telegraphic or telephone consent, shall have the same effect as a vote taken at a meeting. AMENDED: 6/19/80 SECTION 4. EMERGENCY OFFICER SUCCESSION. If during any Emergency, neither the Chairman of the Board, nor the President, nor the Executive Vice President of this Association can be located by the then acting main office or is unable to assume or to continue normal executive duties, then the authority and duties of such officer shall without further action of the Board of Directors, be automatically assumed temporarily by the Senior Vice Presidents of the Bank and such monthly amounts of Pension Plan Benefits shall be calculated according to the applicable method of payment as provided under the Pension Plan, including any such method or payment option validly elected by the Eligible Employee or his Beneficiary thereunder. EXHIBIT 6 CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE TRUST INDENTURE ACT OF 1939 Firstar Bank Milwaukee, N.A., as Trustee herein named, hereby consents that reports of examination of said Trustee by Federal and State authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. FIRSTAR BANK MILWAUKEE, N.A. (Trustee) By: /s/ Yvonne Siira -------------------------------------- Yvonne Siira, Assistant Vice President (Name and title) By: /s/ Pamela Warner -------------------------------------- PAMELA WARNER, ASSISTANT SECRETARY (Name and title) Dated: August 5, 1999 EXHIBIT 7 Legal Title of Bank: Firstar Bank Milwaukee, N.A. Call Date: 12/31/98 ST-BK: 55-9180 FFIEC 031 Address: 777 East Wisconsin Avenue Page RC-1 City, State Zip: Milwaukee, Wisconsin 53202 FDIC Certificate No.: | 0 | 5 | 3 | 0 | 8 | --------------------- CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1998 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
SCHEDULE RC--BALANCE SHEET | C400 | Dollar Amounts in Thousands RCFD Bil Mil Thou - ---------------------------------------------------------------------------------------------------------------------- ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): .. | / / / / / / / / / / / / / / | a. Noninterest-bearing balances and currency and coin (1).................. 0081 940,843 1.a. b. Interest-bearing balances (2)........................................... 0071 4,624 1.b. 2. Securities ............................................................... | / / / / / / / / / / / / / / | a. Held-to-maturity securities (from Schedule RC-B, Column A):............. 1754 0 2.a. b. Available-for-sale securities (from Schedule RC-B, Column D)............ 1773 911,883 2.b. 3. Federal funds sold and securities purchased under agreements to resell .... 1350 936,258 3. 4. Loans and lease financing receivables:...................................... | / / / / / / / / / / / / / / | a. Loans and leases, net of unearned income ............................... | / / / / / / / / / / / / / / | (from Schedule RC-C)......................... | RCFD 2122 | 5,832,760 | / / / / / / / / / / / / / / | 4.a. b. LESS: Allowance for loan and lease losses... | RCFD 3123 | 84,275 | / / / / / / / / / / / / / / | 4.b. c. LESS: Allocated transfer risk reserve....... | RCFD 3128 | 0 | / / / / / / / / / / / / / / | 4.c. d. Loans and leases, net of unearned income, allowance, and reserve........ | / / / / / / / / / / / / / / | (Item 4.a. minus 4.b. and 4.c.)......................................... 2125 5,748,485 4.d. 5. Trading assets (from Schedule RC-D)......................................... 3545 13,839 5. 6. Premises and fixed assets (including capitalized leases).................... 2145 145,301 6. 7. Other real estate owned (from Schedule RC-M)................................ 2150 88 7. 8. Investments in unconsolidated subsidiaries and associated companies......... | / / / / / / / / / / / / / / | (from Schedule RC-M)........................................................ 2130 0 8. 9. Customers' liability to this bank on acceptances outstanding................ 2155 9,891 9. 10. Intangible assets (from Schedule RC-M)...................................... 2143 110,634 10. 11. Other assets (from Schedule RC-F)........................................... 2160 147,531 11. 12. Total assets (sum of items 1 through 11).................................... 2170 8,969,377 12. - ----------- (1) Includes cash items in process of collection and unposted debits (2) Includes time certificates of deposit not held for trading LIABILITIES 13. Deposits: ............................................................... | / / / / / / / / / / / / / / | a. In domestic offices (sum of totals of columns A and C from.............. | / / / / / / / / / / / / / / | Schedule RC-E, part 1).................................................. RCON 2200 5,325,682 13.a. (1) Noninterest-bearing (1)................. | RCON 6631 | 1,458,862 | / / / / / / / / / / / / / / | 13.a.(1) (2) Interest-bearing........................ | RCON 6636 | 3,866,820 | / / / / / / / / / / / / / / | 13.a.(2) b. In foreign offices, Edge and Agreement ................................. | / / / / / / / / / / / / / / | subsidiaries, and IBFs (from Schedule RC-E, part II).................... RCFN 2200 404,324 13.b. (1) Noninterest-bearing..................... | RCFN 6631 | 582 | / / / / / / / / / / / / / / | 13.b.(1) (2) Interest-bearing........................ | RCFN 6636 | 403,742 | / / / / / / / / / / / / / / | 13.b.(2) | C400 | Dollar Amounts in Thousands RCFD Bil Mil Thou - ---------------------------------------------------------------------------------------------------------------------- LIABILITIES (continued) 14. Federal funds purchased and securities sold under agreements to repurchase.. RCON 2800 1,834,422 14. 15. a. Demand notes issued to the U.S. Treasury................................ RCON 2840 99,271 15.a. b. Trading liabilities (From Schedule RC-D)................................ RCFD 3548 12,368 15.b. 16. Other borrowed money (including mortgage indebtedness and obligations under | / / / / / / / / / / / / / / | capitalized leases)......................................................... | / / / / / / / / / / / / / / | a. With a remaining maturity of one year or less........................... RCFD 2332 25,937 16.a. b. With a remaining maturity of more than one year through three years..... RCFD A547 0 16.b. c. With a remaining maturity of more than three years...................... RCFD A547 20,000 16.c. 17. Not applicable. | / / / / / / / / / / / / / / | 18. Bank's liability on acceptances executed and outstanding.................... RCFD 2920 9,891 18. 19. Subordinated notes and debentures (2)....................................... RCFD 3200 413,191 19. 20. Other liabilities (from Schedule RC-G)...................................... RCFD 2930 190,228 20. 21. Total liabilities (sum of items 13 through 20).............................. RCFD 2948 8,335,314 21. 22. Not applicable EQUITY CAPITAL 23. Perpetual preferred stock and related surplus............................... RCFD 3838 0 23. 24. Common stock................................................................ RCFD 3230 76,600 24. 25. Surplus (exclude all surplus related to preferred stock).................... RCFD 3839 139,073 25. 26. a. Undivided profits and capital reserves.................................. RCFD 3632 400,214 26.a. b. Net unrealized holding gains (losses) on available-for-sale securities.............................................................. RCFD 8434 18,176 26.b. 27. Cumulative foreign currency translation adjustments......................... RCFD 3284 0 27. 28. Total equity capital (sum of items 23 through 27)........................... RCFD 3210 634,063 28. 29. Total liabilitiesand equity capital (sum of items 21 and 28)................ RCFD 3300 8,969,377 29. MEMORANDUM TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION. 1. Indicate in the box at the right the number of the statement below that best Number describes the most comprehensive level of auditing work performed for the ------ bank by independent external auditors as of any date during 1997............ RCFD 6724 N/A M.1.
1 = Independent audit of the bank conducted in 5 = Review of the bank's financial statements accordance with generally accepted auditing by external auditors. standards by a certified public accounting firm which submits a report on the bank. 2 = Independent audit of the bank's parent 6 = Compilation of the bank's financial holding company conducted in accordance statements by external auditors. with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately). 3 = Directors' examination of the bank 7 = Other audit procedures (excluding tax conducted in accordance with generally preparation work). accepted auditing standards by a certified public accounting firm (may be required by state chartering authority). 4 = Directors' examination of the bank 8 = No external audit work. performed by other external auditors (may be required by state chartering authority).
- ----------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Includes limited-life preferred stock and related surplus. -----END PRIVACY-ENHANCED MESSAGE-----