SUPPLEMENTAL TO INDENTURE

Exhibit 4(b)(5)

FORM OF
SUPPLEMENTAL INDENTURE NO. [    ]

FROM

NORTHERN STATES POWER COMPANY
(A MINNESOTA CORPORATION)

TO

WELLS FARGO BANK, N.A.

TRUSTEE

DATED AS OF
[            ]

SUPPLEMENTAL TO INDENTURE
DATED AS OF JULY 1, 1999

TABLE OF CONTENTS

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        SUPPLEMENTAL INDENTURE No. [    ], made as of the [            ] day of [                        ], by and between NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under the laws of the State of Minnesota (the "Company"), and WELLS FARGO BANK, N.A., a national banking association organized and existing under the laws of the United States, as trustee (the "Trustee"):

WITNESSETH:

        WHEREAS, Xcel Energy Inc., the parent corporation of the Company ("Xcel Energy"), has heretofore executed and delivered an Indenture (hereinafter referred to as the "Original Indenture"), made as of July 1, 1999;

        WHEREAS, Xcel Energy has heretofore executed and delivered a Supplemental Indenture No. 1 ("Supplemental Indenture No. 1"), made as of July 15, 1999, which created a series of Securities designated "6.875% Senior Notes, Series due 2009";

        WHEREAS, Xcel Energy has heretofore executed and delivered a Supplemental Indenture No. 2 ("Supplemental Indenture No. 2"), made as of August 18, 2000, pursuant to which the Company assumed all of the obligations of Xcel Energy under the Indenture (as defined below) and Xcel Energy conveyed all of its rights and obligations under the Indenture to the Company;

        WHEREAS, Xcel Energy has heretofore executed and delivered a Supplemental Indenture No. 3 ("Supplemental Indenture No. 3" and, collectively with the Original Indenture, Supplemental Indenture No. 1 and Supplemental Indenture No. 2, the "Indenture"), made as of July 1, 2002, which created a series of Securities designated "8.00% Notes, Series due 2042";

        WHEREAS, Section 2.5 of the Original Indenture provides that Securities shall be issued in series and that a Company Order shall specify the terms of each series;

        WHEREAS, the Company has this day delivered a Company Order setting forth the terms of a series of Securities designated "[            ]% Notes, Series due [            ]" (hereinafter sometimes referred to as the "Notes due [            ]");

        WHEREAS, Section 12.1 of the Original Indenture provides that the Company and the Trustee may enter into indentures supplemental thereto for the purposes, among others, of establishing the form of Securities or establishing or reflecting any terms of any Security and adding to the covenants of the Company; and

        WHEREAS, the execution and delivery of this Supplemental Indenture No. [    ] (herein, "this Supplemental Indenture") have been duly authorized by a resolution adopted by the Board of Directors of the Company (the "Board").

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        That in order to set forth the terms and conditions upon which the Notes due [            ] are, and are to be, authenticated, issued and delivered, and in consideration of the premises of the purchase and acceptance of the Notes due [            ] by the Holders thereof and the sum of one

dollar duly paid to it by the Trustee at the execution of this Supplemental 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 Notes due [            ] as follows:

ARTICLE I
RELATION TO INDENTURE; DEFINITIONS

        SECTION 1.01    This Supplemental Indenture constitutes an integral part of the Indenture.

        SECTION 1.02    For all purposes of this Supplemental Indenture:

•         (a)   Capitalized terms used herein without definition shall have the meanings specified in the Indenture;

          (b)   All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and

          (c)   The terms "hereof," "herein," "hereby," "hereto," "hereunder" and "herewith" refer to this Supplemental Indenture.

ARTICLE II
[            ]% NOTES, SERIES DUE [            ]

        SECTION 2.01    There shall be a series of Securities designated the "[            ]% Notes, Series due [            ]" (the "Notes due [            ]"). The Notes due [            ] shall be limited to $[            ] aggregate principal amount.

        SECTION 2.02    Except as otherwise provided in Section 2.05 hereof, the principal amount of the Notes due [            ] shall be payable on the stated maturity date of [            ], [            ].

        SECTION 2.03    The Notes due [            ] shall be dated their date of authentication as provided in the Indenture and shall bear interest from their date at the rate of [            ]% per annum, payable on [            ] and [            ] of each year, commencing [            ], [            ]. If any such interest payment date falls on a day that is not a business day, then payment of interest will be made on the next succeeding business day, except that, if such business day is in the next succeeding calendar year, such payment shall be made on the immediately preceding business day, in each case with the same force and effect as if made on such date. Notwithstanding the definition of "Business Day" contained in the Indenture, for purposes of this section, "business day" means a day other than (1) a Saturday or a Sunday, (2) a legal holiday or a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close, or (3) a day on which the Trustee's Corporate Trust Office is closed for business. The Regular Record Dates with respect to such [            ], [            ], [            ] and [            ] interest payment dates shall be [            ], [            ], [            ] and [            ], respectively. Except as otherwise provided in this Section 2.03, principal and interest shall be payable to the persons and in the manner provided in Sections 2.4 and 2.12 of the Indenture.

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        SECTION 2.04    The Notes due [            ] shall be payable at the corporate trust office of the Trustee, at the New York corporate trust office of Wells Fargo Bank, N.A., as co-paying agent, and at the offices of such other paying agents as the Company may appoint by Company Order in the future.

        SECTION 2.05    [The Company may not redeem the Notes due [            ] prior to their stated maturity.] [The Company may redeem the Notes due [            ] at any time, in whole or in part, at a redemption price equal to the greater of (i) the principal amount of such Notes due [            ] to be redeemed or (ii) the sum of the present value of the remaining scheduled payments of principal and interest thereon, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a Treasury Yield (as defined below) plus [            ] basis points, plus in each case accrued interest thereon to the date of redemption.

        "Treasury Yield" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date.

        "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes due [            ] that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

        "Independent Investment Banker" means [            ] or its successor or, if such firm is unwilling or unable to select the Comparable Treasury Issue, one of the remaining Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

        "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if that release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations for such redemption date, or (B) if fewer than four such Reference Treasury Dealer Quotations are obtained, then the average of all such Quotations.

        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

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        "Reference Treasury Dealer" means (i) each of [                        ] and any other primary U.S. Government Securities dealer in New York City (a "Primary Treasury Dealer") designated by, and not affiliated with, [                        ], provided, however, that if [                        ], or any of its designees shall cease to be a Primary Treasury Dealer, the Company shall substitute another Primary Treasury Dealer as a substitute for such entity and (ii) any other Primary Treasury Dealer selected by the Company.]

        [On or after [            ], the Company may redeem the Notes due [            ] at any time, in whole or in part, at a redemption price equal to the principal amount of such Notes due [            ], plus accrued interest to the date of redemption.]

        The Notes due [            ] shall not be subject to any sinking fund.

        SECTION 2.06    [The Notes due [            ] will be repayable on [            ], at the option of the holders thereof, at 100% of their principal amount, together with accrued and unpaid interest to [            ]. In order for a Note due [            ] to be repaid, the Company must receive at the corporate trust office of the Trustee during the period from and including [            ] to and including the close of business on [            ] (or if [            ] is not a Business Day, the next succeeding Business Day): (i) a Note due [            ] with the form entitled "Option to Elect Repayment" on the Note due [            ] duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States of America setting forth the name of the Holder of the Note due [            ], the principal amount of the Note due [            ], the principal amount of the Note due            to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note due [            ] to be repaid (with the form entitled "Option to Elect Repayment" on the Note due [            ] duly completed) will be received at the Trustee's corporate trust office, no later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and such Note due [            ] and form duly completed are received at the Trustee's office, by such fifth Business Day. Effective exercise of the repayment option by the holder of any Note due [            ] shall be irrevocable. No transfer or exchange of any Note due [            ] (or, in the event that any Note due [            ] is to be repaid in part, such portion of the Note due [            ] to be repaid) will be permitted after exercise of the repayment option. The repayment option may be exercised by the Holder of a Note due [            ] for less than the entire principal amount of the Note due [            ], provided the principal amount which is to be repaid is set forth on the form entitled "Option to Elect Repayment" on the Note due [            ] and is equal to $1,000 or any integral multiple thereof. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note due [            ] for repayment will be determined by the Company, whose determination will be final, binding and non-appealable. Upon timely delivery of a Note due [            ] to the Trustee with the "Option to Elect Repayment" form completed in accordance with the foregoing, the outstanding principal amount of such Note due [            ] (or portion thereof indicated on the "Option to Elect Repayment") shall become due and payable on [            ], at a price equal to [            ]% of the principal amount to be repaid plus accrued and unpaid interest to [            ].]

        SECTION 2.07    The Notes due [            ] shall be issued in fully registered form without coupons in denominations of $1,000 and integral multiples thereof.

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        SECTION 2.08    The Notes due [            ] shall initially be in the form attached as Exhibit A hereto.

ARTICLE III
COVENANTS

        SECTION 3.01    So long as there remain outstanding any Notes due [            ], the Company will not create or suffer to be created or to exist any mortgage, pledge, security interest, or other lien (collectively, "Lien") on any of its utility properties or assets now owned or hereafter acquired to secure any indebtedness, without making effective provision whereby the Notes due [            ] shall be equally and ratably secured with any and all such indebtedness and with any other indebtedness similarly entitled to be equally and ratably secured. However, this restriction shall not apply to or prevent the creation or existence of:

• (1)

  the Mortgage securing the Company's First Mortgage Bonds or any indenture supplemental thereto subjecting any property to the Lien thereof or confirming the Lien thereof upon any property, whether now owned or hereafter acquired;
  
  

  (2)

  Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any such Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto;
  
  

  (3)

  any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens permitted by the foregoing clauses (1) and (2);
  
  

  (4)

  the pledge of any bonds or other securities at any time issued under any of the Liens permitted by clauses (1), (2) or (3);
  
  

  (5)

  Permitted Encumbrances; or
  
  

  (6)

  Liens on property of any of the Company's subsidiaries, including United Power and Land Co., First Midwest Auto Park Inc. and NSP Nuclear Corporation.

        Further, this restriction shall not apply to or prevent the creation or existence of leases made, or existing on property acquired, in the ordinary course of business.

        SECTION 3.02    Certain Definitions.

        "Mortgage" means the lien of the first mortgage pursuant to the Trust Indenture, dated as of February 1, 1937, from the Company to BNY Midwest Trust Company, as successor trustee, as supplemented by the supplemental trust indenture, including the Supplemental and Restated

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Trust Indenture, dated as of May 1, 1988 (the "First Mortgage Indenture"), securing the Company's First Mortgage Bonds.

        "Permitted Encumbrances" means any of the following:

• (1)

  Liens of taxes, assessments or governmental charges for the then current year and taxes, assessments or governmental charges not then delinquent; Liens for workers' compensation awards and similar obligations not then delinquent; mechanics', laborers', material men's and similar Liens not then delinquent; and any of such Liens, whether or not delinquent, whose validity is at the time being contested in good faith by the Company;
  
  

  (2)

  Liens and charges incidental to construction or current operations which have not at the time been filed or asserted or the payment of which has been adequately secured or which, in the opinion of counsel, are not material in amount;
  
  

  (3)

  Liens, securing obligations neither assumed by the Company nor on account of which any of them customarily pays interest directly or indirectly, existing, either at the date hereof, or, as to property hereafter acquired, at the time of acquisition by the Company;
  
  

  (4)

  Any right which any municipal or governmental body or agency may have by virtue of any franchise, license, contract or statute to purchase, or designate a purchaser of or order the sale of, any property of the Company upon payment of reasonable compensation therefor, or to terminate any franchise, license or other rights or to regulate the property and business of the Company;
  
  

  (5)

  The Lien of judgments covered by insurance, or upon appeal and covered, if necessary, by the filing of an appeal bond, or if not so covered not exceeding at any one time $1,000,000 in aggregate amount;
  
  

  (6)

  Easements or reservations in respect of any property of the Company for the purpose of roads, pipelines, utility transmission and distribution lines or other rights-of-way and similar purposes, zoning ordinances, regulations, reservations, restrictions, covenants, party wall agreement