Exhibit 4(a)
TRUST AGREEMENT
OF MP&L CAPITAL I
This TRUST AGREEMENT of MP&L Capital I (the "Trust"),
dated as of February 15, 1996, among (i) Minnesota Power & Light
Company, a Minnesota corporation (the "Depositor"), (ii) The Bank
of New York, a New York banking corporation, not in its individu-
al capacity but solely as trustee of the Trust, (iii) The Bank of
New York (Delaware), a Delaware banking corporation, not in its
individual capacity but solely as trustee of the Trust, and (iv)
Philip R. Halverson, an individual employed by the Depositor, not
in his individual capacity but solely as trustee of the Trust
(each of such trustees in (ii), (iii) and (iv) a "Trustee" and
collectively, the "Trustees"). The Depositor and the Trustees
hereby agree as follows:
1. The trust created hereby shall be known as "MP&L
Capital I", in which name the Trustees, or the Depositor to the
extent provided herein, may conduct the business of the Trust,
make and execute contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys
and sets over to the Trustees the sum of $10. The Trustees
hereby acknowledge receipt of such amount in trust from the
Depositor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the
trust estate in trust for the Depositor. It is the intention of
the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code,
12 Del. C. S.3801 et seq. (the "Business Trust Act"), and that
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this document constitutes the governing instrument of the Trust.
The Trustees are hereby authorized and directed to execute and
file a certificate of trust with the Delaware Secretary of State
in accordance with the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an
amended and restated Trust Agreement, satisfactory to each such
party and substantially in the form to be included as an exhibit
to the 1933 Act Registration Statement referred to below, to
provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the
Trustees shall not have any duty or obligation hereunder or with
respect of the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals
required by applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize
and direct the Depositor (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case
on behalf of the Trust, (a) a Registration Statement on Form S-3
(the "1933 Act Registration Statement"), including any pre-
effective or post-effective amendments to the 1933 Act Registra-
tion Statement, relating to the registration under the Securities
Act of 1933, as amended, of the Preferred Securities of the Trust
and certain other securities and (b) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement") (including all
pre-effective and post-effective amendments thereto) relating to
the registration of the Preferred Securities of the Trust under
Section 12(b) of the Securities Exchange Act of 1934, as amended;
(ii) to file with the New York Stock Exchange (the "Exchange")
and execute on behalf of the Trust a listing application and all
other applications, statements, certificates, agreements and
other instruments as shall be necessary or desirable to cause the
Preferred Securities to be listed on the Exchange and (iii) to
file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as
shall be necessary or desirable to register the Preferred Securi-
ties under the securities or "Blue Sky" laws of such jurisdic-
tions as the Depositor, on behalf of the Trust, may deem neces-
sary or desirable. In the event that any filing referred to in
clauses (i) and (ii) above is required by the rules and regula-
tions of the Commission, the Exchange or state securities or blue
sky laws, to be executed on behalf of the Trust by one or more of
the Trustees, each of the Trustees, in its or his capacity as
Trustee of the Trust, is hereby authorized and, to the extent so
required, directed to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being
understood that The Bank of New York and The Bank of New York
(Delaware), in their capacities as Trustees of the Trust, respec-
tively, shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required
by the rules and regulations of the Commission, the Exchange or
state securities or blue sky laws. In connection with all of the
foregoing, the Depositor and each Trustee, solely in its or his
capacity as Trustee of the Trust, hereby constitutes and appoints
David G. Gartzke, Philip R. Halverson, Esq., James K. Vizanko and
Robert J. Reger, Jr., and each of them, as its or his true and
lawful attorneys-in-fact and agents, with full power of substitu-
tion and resubstitution, for the Depositor or such Trustee or in
the Depositor's or such Trustee's name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to the 1933 Act Registration Statement
and the 1934 Act Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection
therewith and in connection with the filing of the 1933 Act
Registration Statement and the 1934 Act Registration Statement,
with the Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the Depositor
or such Trustee might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their respective substitute or substitutes, shall do or
cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or
more counterparts.
6. The number of Trustees initially shall be three
(3) and thereafter the number of Trustees shall be such number as
shall be fixed from time to time by a written instrument signed
by the Depositor which may increase or decrease the number of
Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person
who is a resident of the State of Delaware, or, if not a natural
person, an entity which has its principal place of business in
the State of Delaware and otherwise meets the requirements of
applicable Delaware law. Subject to the foregoing, the Depositor
is entitled to appoint or remove without cause any Trustee at any
time. The Trustees may resign upon thirty days prior notice to
Depositor.
7. This Trust Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware
(without regard to conflict of laws principles).
IN WITNESS WHEREOF, the parties hereto have caused this
Trust Agreement to be duly executed as of the day and year first
above written.
MINNESOTA POWER & LIGHT COMPANY, PHILIP R. HALVERSON, not in
as Depositor his individual capacity
but solely as Trustee
By: /s/ David G. Gartzke By: /s/ Philip R. Halverson
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Name: David G. Gartzke
Title: Senior Vice President-
Finance and Chief Financial
Officer
THE BANK OF NEW YORK, not in its
as Trustee
By: /s/ Helen M. Cotiaux
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Name: Helen M. Cotiaux
Title: Vice President
THE BANK OF NEW YORK,
(DELAWARE), not in its
individual capacity but
solely as Trustee
By: /s/ Walter Douglas
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Name: Walter Douglas
Title: Vice President