Common use of POWER COMPANY Clause in Contracts

POWER COMPANY. By: ----------------------------------------- Dated: Title: -------------------------------------- Attest: ------------------------------------- Title: -------------------------------------- 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 [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 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 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. 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.

POWER COMPANY. By: ----------------------------------------- Dated: Title: -------------------------------------- By --------------------------- Vice President Attest: ------------------------------------- Title: -------------------------------------- ----------------------------- Corporate Secretary [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE] TRUSTEE'S AUTHENTICATION CERTIFICATE OF AUTHENTICATION This Security bond is one of the Securities bonds, of the series herein designateddesignated therein, described or provided for in the within-mentioned Indenture. FIRSTAR BANK MILWAUKEECITIBANK, NATIONAL ASSOCIATIONN.A. as Trustee, AS TRUSTEE By: ------------------------------------------- AUTHORIZED OFFICER By ---------------------------- Authorized Officer [FORM OF REVERSE BOND OF SECURITYTHE 2017 SERIES] NORTHERN STATES [REVERSE] PENNSYLVANIA POWER COMPANY ___% DEBT SECURITIESFIRST MORTGAGE BOND, PLEDGE SERIES B OF 2001 DUE ____ 2017 This Security bond is one of a duly authorized issue of Debt Securities, Series (the "SECURITIES OF THIS SERIES") of the Company bonds issued and to be issued from time to time under and in accordance with and all secured by an Indenture indenture of mortgage or deed of trust dated as of _____ __November 1, 19991945, between and indentures supplemental thereto, given by the Company and Firstar to Citibank, N.A. (successor to The First National Bank Milwaukee, National Associationof The City of New York), as trustee (herein called hereinafter referred to as the "TRUSTEETrustee"), to which term includes any successor Trustee under the Indenture) indenture and indentures supplemental thereto (collectively, hereinafter referred to collectively as the "INDENTUREIndenture"). 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 ) reference is hereby made for a more complete statement description of the respective rightsproperty mortgaged and pledged, limitations the nature and extent of the security and the rights, duties and immunities under the Indenture thereunder of the Company, the Trustee and the Security rights of the holders of the bonds and coupons and of the terms upon which the Securities are Trustee 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 such security, and 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 limitations on the Securities on the dates such payments are due in accordance with rights. By the terms of the Securities. If an Event of Default shall occur and be continuingIndenture, the principal bonds to be secured thereby are issuable in series which may vary as to date, amount, date of the Securities may be declared due maturity, rate of interest, terms of redemption and payable in other respects as in the manner and with the effect provided in the IndentureIndenture provided. The Indenture permitscontains provisions permitting the Company and the Trustee, with certain exceptions as therein providedthe consent of the holders of not less than seventy-five per centum in principal amount of the bonds (exclusive of bonds disqualified by reason of the Company's interest therein) at the time outstanding, including, if more than one series of bonds shall be at the amendment thereof time outstanding, not less than sixty per centum in principal amount of each series affected, to effect, by an indenture supplemental to the Indenture, modifications or alterations of the Indenture and the modifications of the rights and obligations of the Company and the rights of the Securityholders under holders of the Indenture at any time by bonds and coupons; provided, however, that no such modification or alteration shall be made without the Company and the Trustee with the written approval or consent of the Holders holder hereof which will (a) extend the maturity of this bond or reduce the rate or extend the time of payment of interest hereon or reduce the amount of the principal hereof or reduce any premium payable on the redemption hereof, or (b) permit the creation of any lien, not less than otherwise permitted, prior to or on a majority in parity with the lien of the Indenture, or (c) reduce the percentage of the principal amount of the outstanding Securitiesbonds upon the approval or consent of the holders of which modifications or alterations may be made as aforesaid. Any such consent or waiver The bonds of this series are issued and to be issued in order to provide security to Ambac Assurance Corporation, a Wisconsin domiciled stock insurance corporation, (the "Insurer") in connection with its issuance of a financial guaranty insurance policy (the "Policy") in favor of the holders of the Authority Bonds pursuant to the Insurance Agreement (the "Insurance Agreement") dated as of June 27, 2001 between the Insurer and the Company. In order to provide monies to fund a loan made by the Holder Authority to the Company pursuant to a Pollution Control Facilities Loan Agreement dated as of June 1, 2001 between the Authority and the Company (the "Loan Agreement"), the Authority has issued the Authority Bonds under and pursuant to the Authority Indenture. Payments made by the Company of principal and interest on the bonds of this Security shall series are intended to be conclusive sufficient to reimburse the Insurer for any payments of principal and binding upon such Holder and upon all future Holders interest made by the Insurer on the Authority Bonds pursuant to the Policy. The bonds of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor in lieu thereof whether or series are not notation of such consent or waiver is made upon the Security. As set forth in and subject transferable except (i) as required to the provisions effect an assignment to a successor of the Indenture, no Holder of any Securities will have any right to institute any proceeding Insurer under the Insurance Agreement or (ii) in compliance with respect to the Indenture or for any remedy thereunder unless such Holder shall have previously given to the Trustee written notice a final order of a continuing Event court of Default competent jurisdiction in connection 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 any bankruptcy or reorganization 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 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. 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.

POWER COMPANY. By: ----------------------------------------- ----------------------------------- Dated: Title: -------------------------------------- -------------------------------- Attest: ------------------------------------- ------------------------------- Title: -------------------------------------- ------------------------------- 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 NORWEST BANK MILWAUKEEMINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE By: ------------------------------------------- ---------------------------------------- AUTHORIZED OFFICER [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 _____ __June 1, 1999, between the Company and Firstar Norwest Bank MilwaukeeMinnesota, 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 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 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 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 WisconsinMinnesota. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 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-- 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.

POWER COMPANY. By: ----------------------------------------- Dated-------------------------------- Wendy G. Hargus Xxxxxxxxx Xxxasurer SWEPCO CAPITAL TRUST I By: Title: -------------------------------------- Attest: ------------------------------------- Title: -------------------------------------- TRUSTEE'S -------------------------------- Jeffrey D. Cross xx Xxxxxxxxxxtive Trustee EXHIBIT C THIS CERTIFICATE OF AUTHENTICATION This Security is one IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN Certificate Number C-1 Number of the Common Securities ----------------- Certificate Evidencing Common 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 [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 SWEPCo Capital Trust I Common Securities (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 Liquidation Amount $1,000 (provided that any remaining principal amount of this Security shall be at least $1,000per Common Security) 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 onlySWEPCo Capital Trust I, 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 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 statutory trust created 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 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 Delaware (the Indenture shall have the meanings assigned to them in the Indenture. 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"Trust"), assign(shereby certifies that Southwestern Electric Power Company (the "Holder") 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 is the registered owner of assignee ---------------------------------------------- the within security and all rights thereunder, hereby irrevocably constituting and appointing _______________ attorney to transfer said security on the books (_______) common securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the Common Securities (Liquidation Amount $1,000 per Common Security) (the "Common Securities"). In accordance with Section 5.10 of the Trust Agreement (as defined below) the Common Securities are not transferable, except by operation of law or as permitted by the Trust Agreement referred to herein, and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of September 1, 2003, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of the Common Securities as set forth therein. The holder of this certificate is entitled to the benefits of a guarantee by Southwestern Electric Power Company, with full power a Delaware corporation (the "Company"), pursuant to a Guarantee Agreement between the Company and The Bank of substitution in New York, as guarantee trustee, dated as of September 1, 2003, as the premisessame may be amended from time to time (the "Guarantee"), to the extent provided therein. Dated: ---------------------------------------- ---------------------------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face Trust will furnish a copy of the within instrument in every particularTrust Agreement and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, without alteration or enlargement or any change whateverthe Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.

POWER COMPANY. By: ----------------------------------------- Dated: Title: -------------------------------------- By ----------------------------- Vice President Attest: ------------------------------------- Title: -------------------------------------- ----------------------------- Corporate Secretary [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE] TRUSTEE'S AUTHENTICATION CERTIFICATE OF AUTHENTICATION This Security bond is one of the Securities bonds, of the series herein designateddesignated therein, described or provided for in the within-mentioned Indenture. FIRSTAR BANK MILWAUKEECITIBANK, NATIONAL ASSOCIATIONN.A. as Trustee, AS TRUSTEE By: ------------------------------------------- AUTHORIZED OFFICER By --------------------------- Authorized Officer [FORM OF REVERSE BOND OF SECURITYTHE 2021 SERIES] NORTHERN STATES [REVERSE] PENNSYLVANIA POWER COMPANY ___% DEBT SECURITIESFIRST MORTGAGE BOND, PLEDGE SERIES A OF 2001 DUE ____ 2021 This Security bond is one of a duly authorized issue of Debt Securities, Series (the "SECURITIES OF THIS SERIES") of the Company bonds issued and to be issued from time to time under and in accordance with and all secured by an Indenture indenture of mortgage or deed of trust dated as of _____ __November 1, 19991945, between and indentures supplemental thereto, given by the Company and Firstar to Citibank, N.A. (successor to The First National Bank Milwaukee, National Associationof The City of New York), as trustee (herein called hereinafter referred to as the "TRUSTEETrustee"), to which term includes any successor Trustee under the Indenture) indenture and indentures supplemental thereto (collectively, hereinafter referred to collectively as the "INDENTUREIndenture"). 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 ) reference is hereby made for a more complete statement description of the respective rightsproperty mortgaged and pledged, limitations the nature and extent of the security and the rights, duties and immunities under the Indenture thereunder of the Company, the Trustee and the Security rights of the holders of the bonds and coupons and of the terms upon which the Securities are Trustee 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 such security, and 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 limitations on the Securities on the dates such payments are due in accordance with rights. By the terms of the Securities. If an Event of Default shall occur and be continuingIndenture, the principal bonds to be secured thereby are issuable in series which may vary as to date, amount, date of the Securities may be declared due maturity, rate of interest, terms of redemption and payable in other respects as in the manner and with the effect provided in the IndentureIndenture provided. The Indenture permitscontains provisions permitting the Company and the Trustee, with certain exceptions as therein providedthe consent of the holders of not less than seventy-five per centum in principal amount of the bonds (exclusive of bonds disqualified by reason of the Company's interest therein) at the time outstanding, including, if more than one series of bonds shall be at the amendment thereof time outstanding, not less than sixty per centum in principal amount of each series affected, to effect, by an indenture supplemental to the Indenture, modifications or alterations of the Indenture and the modifications of the rights and obligations of the Company and the rights of the Securityholders under holders of the Indenture at any time by bonds and coupons; provided, however, that no such modification or alteration shall be made without the Company and the Trustee with the written approval or consent of the Holders holder hereof which will (a) extend the maturity of this bond or reduce the rate or extend the time of payment of interest hereon or reduce the amount of the principal hereof or reduce any premium payable on the redemption hereof, or (b) permit the creation of any lien, not less than otherwise permitted, prior to or on a majority in parity with the lien of the Indenture, or (c) reduce the percentage of the principal amount of the outstanding Securitiesbonds upon the approval or consent of the holders of which modifications or alterations may be made as aforesaid. Any such consent or waiver The bonds of this series are issued and to be issued in order to provide security to Ambac Assurance Corporation, a Wisconsin domiciled stock insurance corporation ("the Insurer") in connection with its issuance of a financial guaranty insurance policy (the "Policy") in favor of the holders of the Authority Bonds pursuant to the Insurance Agreement (the "Insurance Agreement") dated as of June 27, 2001 between the Insurer and the Company. In order to provide monies to fund a loan made by the Holder Authority to the Company pursuant to a Pollution Control Facilities Loan Agreement dated as of June 1, 2001 between the Authority and the Company (the "Loan Agreement"), the Authority has issued the Authority Bonds under and pursuant to the Authority Indenture. Payments made by the Company of principal and interest on the bonds of this Security shall series are intended to be conclusive sufficient to reimburse the Insurer for any payments of principal and binding upon such Holder and upon all future Holders interest made by the Insurer on the Authority Bonds pursuant to the Policy. The bonds of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor in lieu thereof whether or series are not notation of such consent or waiver is made upon the Security. As set forth in and subject transferable except (i) as required to the provisions effect an assignment to a successor of the Indenture, no Holder of any Securities will have any right to institute any proceeding Insurer under the Insurance Agreement or (ii) in compliance with respect to the Indenture or for any remedy thereunder unless such Holder shall have previously given to the Trustee written notice a final order of a continuing Event court of Default competent jurisdiction in connection 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 any bankruptcy or reorganization 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 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. 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.