-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rAJ17t34NZQ/dXUURjz23OEWnkjxc7VZPvwHKJuKvzNtIjQrOZLd5gPFBbL824wt M0/peMc4zw7t2hvJqNzXfQ== 0000897069-95-000078.txt : 199507100000897069-95-000078.hdr.sgml : 19950710 ACCESSION NUMBER: 0000897069-95-000078 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19950707 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WISCONSIN POWER & LIGHT CO CENTRAL INDEX KEY: 0000107832 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 390714890 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60917 FILM NUMBER: 95552704 BUSINESS ADDRESS: STREET 1: 222 W WASHINGTON AVE CITY: MADISON STATE: WI ZIP: 53703 BUSINESS PHONE: 6082523311 S-3 1 WICONSIN POWER & LIGHT FORM S-3 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ______________ WISCONSIN POWER AND LIGHT COMPANY (Exact name of registrant as specified in its charter) Wisconsin 39-0714890 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 222 West Washington Avenue Madison, Wisconsin 53703 (608) 252-3311 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ______________________________ Erroll B. Davis, Jr. President and Chief Executive Officer Wisconsin Power and Light Company 222 West Washington Avenue Madison, Wisconsin 53703 (608) 252-3311 (Name, address, including zip code, and telephone number, including area code, of agent for service) ______________________________ with a copy to: Benjamin F. Garmer, III R. Todd Vieregg, P.C. Foley & Lardner Sidley & Austin 777 East Wisconsin Avenue One First National Plaza Milwaukee, Wisconsin 53202 Chicago, Illinois 60603 ________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. ________________________ 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, please check the following box. [_] 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) of 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. [X] _________________ CALCULATION OF REGISTRATION FEE Title of Each Proposed Proposed Class of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Unit * Price * Fee First Mortgage Bonds . . . . $60,000,000 100% $60,000,000 $20,690 * Estimated in accordance with Rule 457(a) under the Securities Act of 1933 solely for purposes of calculating the registration fee. ________________________ 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 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. SUBJECT TO COMPLETION, DATED JULY 7, 1995 PROSPECTUS $60,000,000 Wisconsin Power and Light Company First Mortgage Bonds, Series AA, %, due , 2025 ____________________ Interest on the Bonds is payable semi-annually on and of each year, commencing , 1996. The Bonds will be subject to redemption, in whole or in part, at any time at the option of the Company at the redemption prices set forth herein, provided that, prior to , 2005, the Company may not redeem any of the Bonds as part of any refunding operation involving the incurring by the Company of any debt having an interest cost to the Company of less than % per annum. See "Description of the Bonds--Redemption." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Price to Underwriting Proceeds to Public(1) Discount(2) Company (1)(3) Per Bond . . . . % % % Total . . . . . . $ $ $ (1) Plus accrued interest from , 1995. (2) The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933. See "Underwriting." (3) Before deduction of expenses payable by the Company estimated at $165,000. The Bonds are being offered by the Underwriters, subject to prior sale, when, as and if issued to and accepted by them and subject to approval of certain legal matters by counsel for the Underwriters and to certain other conditions. The Underwriters reserve the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. It is expected that delivery of the Bonds will be made in New York, New York on or about , 1995. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE. Merrill Lynch & Co. PaineWebber Incorporated The date of this Prospectus is , 1995. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. AVAILABLE INFORMATION Wisconsin Power and Light Company (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: Chicago Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and New York Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, such reports, proxy statements and other information concerning the Company can be inspected at the offices of the American Stock Exchange, 86 Trinity Place, New York, New York 10006. Certain securities of the Company are listed on such exchange. The Company has filed with the Commission a Registration Statement on Form S-3 under the Securities Act of 1933, as amended, with respect to the securities offered hereby. This Prospectus does not contain all of the information set forth in such Registration Statement, certain parts of which have been omitted in accordance with the rules and regulations of the Commission. For further information, reference is made to such Registration Statement. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed by the Company with the Commission pursuant to the Exchange Act are hereby incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1994. 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering made by this Prospectus shall be deemed to be incorporated in this Prospectus by reference and to be a part hereof from the respective dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents that have been or may be incorporated in this Prospectus by reference (not including exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to Daniel A. Doyle, Vice President - Finance, Controller and Treasurer, Wisconsin Power and Light Company, 222 West Washington Avenue, Madison, Wisconsin 53703 (Telephone: (608) 252-3311). PROSPECTUS SUMMARY The following summary is qualified in its entirety by the more detailed information and consolidated financial statements appearing elsewhere in this Prospectus or in the documents incorporated in this Prospectus by reference. All references to the Company herein include the Company and all of its subsidiaries, except where the context otherwise indicates. The Company The Company, a Wisconsin corporation and subsidiary of WPL Holdings, Inc., is a public utility engaged primarily in generating, purchasing, distributing and selling electric energy in portions of southern and central Wisconsin. The Company also purchases, distributes, transports and sells natural gas in parts of such areas and supplies water in two communities. A wholly owned subsidiary of the Company supplies electric, gas and water service principally in Winnebago County, Illinois. The Company's service territory comprises an area of approximately 16,000 square miles. As of December 31, 1994, the Company furnished retail electric service to approximately 371,000 customers in 663 cities, villages and towns, and wholesale electric service to 27 municipal utilities, one privately owned utility, three rural electric cooperatives and one municipal electric utility which provides retail service to nine communities. As of the same date, the Company provided retail natural gas service to approximately 141,000 customers in 239 cities, villages and towns. The Offering Security Being Offered . . . . $60,000,000 First Mortgage Bonds, Series AA, %, due , 2025 (the "Bonds") Interest Payment Dates . . . . and , commencing , 1996 Redemption . . . . . . . . . . Redeemable at specified prices at the option of the Company at any time or from time to time, provided that the Bonds may not be redeemed prior to , 2005 as part of a refunding in which the Company's interest cost is less than % per annum Use of Proceeds . . . . . . . . Repayment of short-term debt, including short-term debt incurred to reacquire and retire $ million aggregate principal amount of the Company's First Mortgage Bonds, Series V, 9.30%, due December 1, 2025 Selected Financial Information
Twelve Months Year Ended Ended March 31, December 31, 1995 1994 1993 1992 (Unaudited) (Thousands of Dollars) Income Statement Data: Operating Revenues . . . . $659,488 $673,455 $644,384 $600,819 Income Before Interest Expense . . . . . . . . $96,836 $101,613 $95,328 $91,290 Net Income for Common Stock $62,450 $ 68,184 $60,177 $55,408 Ratio of Earnings to Fixed Charges (unaudited) 4.05 4.37 3.80 3.47 At March 31, 1995 (Unaudited) Percent of As Capitalization Actual Adjusted As Adjusted (Thousands of Dollars) Capitalization: First mortgage bonds, net $336,553 $ % Preferred stock without mandatory redemption . . . . 59,963 59,963 Common shareowner's investment 551,070 551,070 -------- ------- --------- Total . . . . . . . . . . . . $947,586 $ 100.0% ========= ========== ======== _________________ Net income for common stock for the year ended December 31, 1994 as compared with the twelve months ended March 31, 1995 was positively impacted by colder than normal weather in the first quarter of 1994 as well as by a reversal of a reserve which increased net income in the 1994 first quarter by $2.9 million. The reserve reversal was due to a favorable judgment in litigation involving the administration of a coal contract. For the purpose of computing the ratios of earnings to fixed charges, earnings have been calculated by adding to income before interest expense, Federal and state income taxes and the estimated interest component of rentals. Fixed charges represent interest expense, amortization of debt discount, premium and expense and the estimated interest component of rentals. For the years ended December 31, 1991 and 1990, respectively, the ratios of earnings to fixed charges were 3.83 and 3.84, respectively. As adjusted for the issuance of the $60,000,000 of Bonds offered hereby and the retirement by the Company of $ of its First Mortgage Bonds, Series V, 9.30%, due December 1, 2025, through the incurrence of short-term debt which will be repaid with a portion of the net proceeds from the sale of the Bonds. Excludes variable rate demand bonds in the amount of $57.0 million and unamortized discount relating to outstanding First Mortgage Bonds in the amount of $1.3 million.
THE COMPANY The Company, a Wisconsin corporation and a subsidiary of WPL Holdings, Inc., is a public utility engaged primarily in generating, purchasing, distributing and selling electric energy in portions of southern and central Wisconsin. The Company also purchases, distributes, transports and sells natural gas in parts of such areas and supplies water in two communities. A wholly owned subsidiary of the Company supplies electric, gas and water service principally in Winnebago County, Illinois. The Company's service territory comprises an area of approximately 16,000 square miles. As of December 31, 1994, the Company furnished retail electric service to approximately 371,000 customers in 663 cities, villages and towns, and wholesale electric service to 27 municipal utilities, one privately owned utility, three rural electric cooperatives and one municipal electric utility which provides retail service to nine communities. The two largest cities served by the Company are Janesville and Sheboygan, Wisconsin. During 1994, the Company's electric operating revenues were derived from the following types of customers: residential and farm--36.5%, industrial--26.4%, commercial--19.1%, wholesale and municipal--16.2% and other--1.8%. The Company's total net generating capability is approximately 2,200 megawatts. The maximum net hourly peak load on the Company's electric system in 1994 was 2,002 megawatts. During 1994, the Company's net kilowatt-hour generation of electricity was derived from the following fuel sources: 80% coal, 17% nuclear and 3% hydroelectric, oil and natural gas. The Company wholly owns and operates, among other facilities, six electric generation plants and jointly owns with other utilities an additional three electric plants. These plants use coal, natural gas and hydropower to generate electricity. The Company also owns 41% of the Kewaunee Nuclear Plant. As of December 31, 1994, the Company provided retail natural gas service to approximately 141,000 customers in 239 cities, villages and towns. During 1994, the Company's gas operating revenues were derived from the following types of customers: residential--51.2%, commercial and industrial, firm--30.0%, interruptible--6.3%, transportation--10.8% and other--1.7%. The Company is subject to the jurisdiction of, among other regulatory agencies, the Public Service Commission of Wisconsin as to various phases of its operations, including rates, service and issuance of securities. The Company's Illinois subsidiary is subject to the jurisdiction of the Illinois Commerce Commission with respect to such matters. The Company and its Illinois subsidiary also are subject to the jurisdiction of the Federal Energy Regulatory Commission. The principal executive offices of the Company are located at 222 West Washington Avenue, Madison, Wisconsin 53703 and its telephone number is (608) 252-3311. USE OF PROCEEDS The Company intends to use the net proceeds from the sale of the Bonds offered hereby to repay approximately $ million in short-term debt which was incurred to repurchase in private transactions $ aggregate principal amount of the Company's First Mortgage Bonds, Series V, 9.30%, due December 1, 2025. The remainder of the net proceeds will be used to repay other short-term debt incurred by the Company to finance utility construction expenditures. As of , 1995, the average interest rate on the short-term debt to be repaid by the Company was approximately %. DESCRIPTION OF THE BONDS The term "Company" as used under this heading does not include its subsidiaries. The properties of the Company's subsidiaries, which are not material in the aggregate, are not subject to the lien of the Indenture hereinafter referred to and do not constitute bondable property under such Indenture. General The Bonds will be issued by the Company under the Indenture of Mortgage or Deed of Trust, dated August 1, 1941, executed by the Company to First Wisconsin Trust Company (now known as Firstar Trust Company) and George B. Luhman (Gene E. Ploeger being now the individual trustee under said Indenture), as Trustees (collectively, the "Trustee"), as amended by the several indentures supplemental thereto heretofore executed and by a supplemental indenture, to be dated , 1995, creating the Bonds (said Indenture, as so amended, being herein called the "Indenture"). The Bonds will be authenticated under the Indenture on the basis of $ of previously retired bonds and $ of available net expenditures for bondable property, which aggregated $350,847,002 at December 31, 1994. The following statements, unless the context otherwise indicates, are brief summaries of the substance or general effect of certain provisions of the Indenture, which is filed with the Commission as an exhibit to the Registration Statement for the Bonds. Such statements are not complete and are qualified in their entirety by reference to the Indenture. Interest Rate, Interest Payment Dates, Maturity and Transfers The Bonds will mature , 2025 and interest thereon at the rate specified on the cover page of this Prospectus will be payable semi-annually on and of each year, commencing , 1996. Interest will be paid by check mailed to the persons in whose names the Bonds are registered at the close of business on the applicable record date (the or prior to each interest payment date). Principal will be payable in Milwaukee, Wisconsin or New York, New York. The Bonds will be delivered in fully registered form without coupons in denominations of $1,000 and integral multiples thereof. Transfers and exchanges of Bonds will be made without charge, except for any stamp tax or other governmental charge; provided that the Company shall not be required to register, exchange or transfer Bonds (a) if less than all of the Bonds are called for redemption, during the period beginning 10 days preceding any date for selection of Bonds to be called for redemption and ending on the date the relevant notice of redemption is given and, as to Bonds selected for redemption, from and after the date of such selection or (b) if all of the Bonds are called for redemption, from and after 10 days next preceding the date the relevant notice of redemption is given. Redemption The Bonds will be redeemable on 30 days' notice and deposit with the Trustee on or before the redemption date of a sum in cash sufficient to redeem the Bonds called for redemption, as provided in the Indenture, in whole at any time, or in part from time to time, at the option of the Company at the redemption prices set forth below, plus accrued interest to the redemption date, as follows: If Redeemed If Redeemed During During the Twelve the Twelve Months Redemption Months Redemption Beginning ____ Price Beginning _____ Price 1995 % 2010 % 1996 2011 1997 2012 1998 2013 1999 2014 2000 2015 2001 2016 2002 2017 2003 2018 2004 2019 2005 2020 2006 2021 2007 2022 2008 2023 2009 2024 provided, that none of the Bonds may be redeemed prior to , 2005, if such redemption is for the purpose of refunding or is in anticipation of the refunding of such Bonds by or in anticipation of the incurring by the Company of any debt having an interest cost to the Company of less than % per annum, the term "interest cost" meaning the annual percentage yield to stated maturity of such debt at the net price to the Company therefor, determined by reference to a standard table of bond yields, using straight-line interpolation if necessary, such net price to the Company to be determined after allowing for all underwriting or other discounts, commissions, commitment charges and other compensation received or receivable directly from the Company on account of the incurring of such debt. Sinking Fund The Bonds will not be entitled to any sinking fund. Maintenance and Repair For all series of bonds issued prior to the bonds of Series W (the "Series W Bonds"), the Indenture provides that during each year such previously issued bonds are outstanding the Company will expend, and certify to the Trustee, amounts aggregating not less than 15% of the gross operating revenues (less the cost of power, gas and water purchased for exchange or resale) derived during such year from the operation of the physical properties on which the Indenture is a lien, for (a) maintenance and repair of such properties, (b) bondable property on which the Indenture is a first mortgage lien, and/or (c) retirement of bonds; or will deposit with the Trustee cash to the extent of any deficiency in such amount, after applying any available credit for unused excess expenditures made for those purposes in any prior year. Such cash may be withdrawn to the extent of 100% of net expenditures or excess gross expenditures for bondable property, or applied to the redemption of bonds if then redeemable or to the purchase of bonds. The supplemental indenture, dated March 1, 1992, creating the Series W Bonds amended the Indenture to delete the covenant requiring the annual expenditure of at least 15% of the Company's gross operating revenues as described above for all subsequently issued bonds beginning with the Series W Bonds (including the Bonds) and, as a result, the Company will be required to comply with such covenant for so long as bonds issued prior to the Series W Bonds remain outstanding or until the holders of the requisite principal amount of the previously issued bonds consent to such amendment. The Indenture also provides that (a) the Company shall maintain the mortgaged properties in good repair and working order; (b) the Trustee may, and if requested by holders of a majority in principal amount of all outstanding bonds and furnished with the necessary funds therefor shall, cause such properties to be inspected by an independent engineer (not more often than at five-year intervals) to determine whether they have been so maintained and whether any property, not retired on the books, should be classified as retired for the purpose (among others) of computing "net expenditures" for bondable property; and (c) the Company shall make good any deficiency in maintenance disclosed by such engineer's report as rendered or as modified by arbitration. Security The Bonds will be secured by the lien of the Indenture and will rank pari passu with all bonds at any time outstanding under the Indenture, except as to differences between series permitted by the Indenture and not affecting the rank of the lien. The Indenture constitutes a first mortgage lien, subject only to permitted encumbrances and liens, as defined, on all or substantially all the permanent fixed properties (other than excepted property) now owned by the Company. The Indenture contains provisions subjecting "after-acquired property" (other than excepted property) to the lien thereof. However, the priority of the lien on "after-acquired property" would date from the filing or recording of a subsequent instrument confirming of record that such property is subject to the lien. In addition, such provisions might not be effective as to property acquired, and as to certain rents, issues and products accruing, subsequent to the filing of any case with respect to the Company under the Federal Bankruptcy Code. The Indenture excepts from the lien thereof all cash, securities, accounts and bills receivable, choses in action and certain judgments not deposited or pledged with the Trustee, all tangible personal property held for sale, rental or consumption in the ordinary course of business, the last day of each term under any lease of property, all gas, oil and other minerals upon or under any real estate subject thereto, and certain real estate described therein. The Indenture does not prevent a merger or consolidation of the Company, a sale by the Company of all or substantially all of its assets, a recapitalization of the Company or other comparable transaction as long as the lien of the Indenture is preserved on the property then subject to such lien. The Indenture also does not restrict the amount of unsecured debt the Company can incur. Other than the security afforded by the lien of the Indenture and the restrictions on the issuance of additional bonds described below, there are no covenants or provisions of the Indenture which provide protection to bondholders in the event of a highly leveraged transaction involving the Company. Issuance of Additional Bonds The Indenture does not fix an overall limitation on the total principal amount of bonds that may be issued or outstanding thereunder, but limits the principal amount of bonds of each presently outstanding series that may be so outstanding. Additional bonds currently may be issued from time to time under the Indenture, subject to the terms thereof, in a principal amount not to exceed: (a) 60% of "net expenditures" made for bondable property (as defined) constructed or acquired by the Company on or after August 1, 1941, and on which the Indenture is a first mortgage lien, subject only to permitted encumbrances and liens and prepaid liens, as defined; (b) the principal amount of bonds, previously authenticated under the Indenture, which have been retired or for the retirement of which the Trustee holds the necessary funds, other than certain bonds retired through the operation of the debt retirement or the maintenance and repair provisions of the Indenture; and/or (c) the amount of cash deposited with the Trustee for the purpose, which cash may be applied to the retirement of bonds or may be withdrawn in lieu of the authentication of an equal principal amount of bonds under the Indenture provisions referred to in clauses (a) and (b). Bondable property means, in general, any electric, gas or water utility plant, property or equipment constructed or acquired by the Company on or after August 1, 1941, and used or useful in such utility business. "Net expenditures" for bondable property are determined as provided in the Indenture. In connection with the issuance of the Series W Bonds, the supplemental indenture creating such bonds amended the Indenture to allow for the issuance of additional bonds based on 70% of net expenditures made for bondable property as compared with the current 60%. Notwithstanding the amendment effected by the supplemental indenture creating the Series W Bonds, the 60% limitation will continue to govern the issuance of additional bonds for so long as bonds issued prior to the Series W Bonds remain outstanding or until the holders of the requisite principal amount of the previously issued bonds consent to such amendment. No additional bonds may be authenticated under the Indenture provisions referred to in clauses (a) and (c) above, and no bonds bearing a higher rate of interest than the bonds for the retirement of which they are to be issued may be authenticated under the Indenture provisions referred to in clause (b) above more than five years before the maturity of the bonds to be retired, unless, in each case, the net earnings of the Company for 12 consecutive months ending within 90 days next preceding such authentication were at least equal to twice the interest for one year on (i) all the bonds to be outstanding under the Indenture immediately after such authentication, other than those for the retirement of which the necessary funds are held by the Trustee, and (ii) all other indebtedness secured by an equal or prior lien on any part of the Company's property. "Net earnings" for any period means the total gross earnings and income of the Company, less all of its operating expenses (including depreciation and taxes other than taxes measured by income) for the period, computed as provided in the Indenture. Modification of Indenture The Indenture may not be amended without the consent of bondholders, except for certain limited purposes therein provided. Such purposes include, among others, (a) any change of the provisions of the Indenture provided that such change be made effective only with respect to bonds authenticated after the execution of the supplemental indenture effecting such change and only if it would not adversely affect the bonds then outstanding under the Indenture and (b) any other change not inconsistent with the terms and which would not impair the security of the Indenture. By supplemental indenture dated May 15, 1978, the Indenture was amended, effective upon the retirement or redemption, or with the consent of the holders, of all outstanding bonds of all series issued prior to the bonds of Series R, to provide that, with the consent of the holders of not less than 66-2/3% in principal amount of bonds then outstanding, the Indenture may be amended in any respect, except that without the consent of the holder of each outstanding bond affected thereby no such amendment shall, among other things, (a) extend the time for, reduce or otherwise affect the terms of payment of the principal of or interest or premium on any bond, (b) permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture, other than permitted encumbrances and liens or prepaid liens, (c) reduce the percentage in principal amount of bonds the consent of the holders of which is required for any such amendment, (d) impair the right of any bondholder to institute suit for the enforcement of any payment in respect of such bondholder's bonds or (e) deprive any non-assenting bondholder of a lien upon the mortgaged property for the security of such bondholder's bonds. Other Indenture Provisions The Indenture provides in effect, with respect to (a) bondholders' rights to direct the Trustee to take action thereunder, (b) defaults thereunder and notice to bondholders with respect thereto and (c) compliance with Indenture provisions, as follows: (1) Holders of a majority in principal amount of the bonds secured by the Indenture have the right to direct the time, method and place of conducting proceedings for remedies available to, or exercising any trust or power of, the Trustee. However, the Trustee may decline to follow such directions under certain circumstances specified in the Indenture, and is not required to exercise powers of entry or sale under the Indenture. (2) A "default" or an "event of default" means: (a) failure to pay the principal of any bond secured by the Indenture when due at maturity or otherwise; (b) failure to pay bond interest within 60 days after its due date; (c) failure to pay the principal of, or interest on, any prior lien bond, continued beyond the default period (if any) specified in the lien securing such bond; (d) failure of the Company for 90 days after written demand to comply with any other covenant or condition in the Indenture or in any such bond or any prior lien or bond secured thereby; or (e) the occurrence of certain events of bankruptcy, insolvency, assignment or receivership in respect to the Company. The Trustee may withhold giving notice to bondholders of defaults (other than any default in payment of interest, principal or sinking or purchase fund installment in respect of any bond secured by the Indenture) if it determines in good faith that such withholding is in the interests of the bondholders. Upon default, the Trustee may, and upon written notice from the holders of a majority in principal amount of bonds then outstanding shall, declare the principal of all bonds secured by the Indenture to be immediately due and payable. Upon certain terms and conditions, the declaration of acceleration may be rescinded and waived. (3) The Company shall furnish to the Trustee certificates of officers and engineers and, in certain cases, of accountants in connection with the authentication of bonds, withdrawal of money, release of property and other matters, and opinions of counsel as to the lien of the Indenture and other matters. No periodic evidence is required to be filed with the Trustee as to the absence of defaults; and no such evidence is required to be filed as to compliance with the terms of the Indenture, except for the filing annually of certificates with respect to the satisfaction of the maintenance and renewal and the debt retirement provisions of the Indenture and of an opinion of counsel with respect to the lien of the Indenture. Relationships with the Trustee The Company maintains general checking accounts with several banks which are affiliates of the Trustee. The Company has $10 million in lines of credit with such banks, which are part of $70 million in lines of credit maintained with various banks. In addition, the Company and its parent, WPL Holdings, Inc., each maintain short-term borrowing agreements with the Trustee pursuant to which the Company and WPL Holdings, Inc. may borrow up to $35 million and $50 million, respectively. Judith D. Pyle, a Director of the Company, is a Director of the Trustee's parent corporation, Firstar Corporation. UNDERWRITING Subject to the terms and conditions set forth in an purchase agreement ("the Purchase Agreement") among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and PaineWebber Incorporated (the "Underwriters"), the Company has agreed to sell to the Underwriters, and the Underwriters have severally agreed to purchase, the respective principal amounts of the Bonds set forth after their names below. The Purchase Agreement provides that the obligations of the Underwriters are subject to certain conditions precedent and that the Underwriters will be obligated to purchase all of the Bonds if any are purchased. Principal Underwriters Amount Merrill Lynch, Pierce, Fenner & Smith $ Incorporated . . . . . . . . . . PaineWebber Incorporated . . . . . . ------------ Total . . . . . . . . . . . . . $60,000,000 =========== The Underwriters have advised the Company that they will initially offer the Bonds to the public at the public offering price set forth on the cover page of this Prospectus and to certain dealers at such price less a concession not in excess of % of the principal amount of the Bonds. The Underwriters may allow, and such dealers may reallow, a discount not in excess of % of the principal amount of the Bonds on sales to certain other dealers. After the initial public offering, the public offering price, concession and discount may be changed. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933. LEGAL OPINIONS The validity of the Bonds will be passed upon for the Company by Foley & Lardner, Milwaukee, Wisconsin. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Sidley & Austin, Chicago, Illinois. EXPERTS The financial statements and schedules included in the Company's latest Annual Report on Form 10-K, incorporated by reference in this Prospectus, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. No dealer, salesman or other person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Company since the date hereof. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. _______________________ TABLE OF CONTENTS Page Available Information . . . . . . . . . . . . . . . . . 2 Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . 2 Prospectus Summary . . . . . . . . . . . . . . . . . . 4 The Company . . . . . . . . . . . . . . . . . . . . . 6 Use of Proceeds . . . . . . . . . . . . . . . . . . . 6 Description of the Bonds . . . . . . . . . . . . . . . . . . . . . . . 7 Underwriting . . . . . . . . . . . . . . . . . . . . . 12 Legal Opinions . . . . . . . . . . . . . . . . . . . . 12 Experts . . . . . . . . . . . . . . . . . . . . . . . 12 $60,000,000 [LOGO] First Mortgage Bonds Series AA, % Due , 2025 __________ PROSPECTUS __________ Merrill Lynch & Co. PaineWebber Incorporated PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The expenses in connection with the issuance and distribution of the securities covered hereby, other than underwriting and other discounts and commissions, are, subject to future contingencies, estimated to be as follows: Securities and Exchange Commission registration fee . . . . . . . . . . . . $ 20,690 Fee of Public Service Commission of Wisconsin . . . . . . . . . . . . . . 1,000 Printing and Engraving Expenses . . . . 35,000 Fees of Rating Agencies . . . . . . . . . 30,000 Trustee Fees and Expenses . . . . . . . 12,000 Accounting Fees and Expenses . . . . . 15,000 Legal Fees and Expenses . . . . . . . . . 45,000 Blue Sky Fees and Expenses . . . . . . . 5,000 Miscellaneous Expenses . . . . . . . . . 1,310 ----------- Total . . . . . . . . . . . . . . . . $ 165,000 =========== Item 15. Indemnification of Directors and Officers. Pursuant to the provisions of the Wisconsin Business Corporation Law and Article X of the Registrant's By-Laws, directors and officers of the Registrant are entitled to mandatory indemnification from the Registrant against certain liabilities (which may include liabilities under the Securities Act of 1933) and expenses (i) to the extent such officers or directors are successful in the defense of a proceeding; and (ii) in proceedings in which the director or officer is not successful in defense thereof, unless it is determined that the director or officer breached or failed to perform his or her duties to the Registrant and such breach or failure constituted: (a) a willful failure to deal fairly with the Registrant or its shareholders in connection with a matter in which the director or officer had a material conflict of interest; (b) a violation of criminal law unless the director or officer had a reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (c) a transaction from which the director or officer derived an improper personal profit; or (d) willful misconduct. Additionally, under the Wisconsin Business Corporation Law, directors of the Registrant are not subject to personal liability to the Registrant, its shareholders or any person asserting rights on behalf thereof, for certain breaches or failures to perform any duty resulting solely from their status as directors, except in circumstances paralleling those outlined in (a) through (d) above. The indemnification provided by the Wisconsin Business Corporation Law and the Registrant's By-Laws is not exclusive of any other rights to which a director or officer of the Registrant may be entitled. The Registrant also carries directors' and officers' liability insurance. The proposed form of Underwriting Agreement for the Bonds contains provisions under which the Underwriters agree to indemnify the directors and officers of the Registrant against certain liabilities, including liabilities under the Securities Act of 1933. Item 16. Exhibits. Exhibit Number Description of Document (1) Proposed form of Purchase Agreement relating to the Bonds. (4.01) Indenture of Mortgage or Deed of Trust dated August 1, 1941, between the Company and First Wisconsin Trust Company (n/k/a Firstar Trust Company) and George B. Luhman, as Trustees (incorporated by reference to Exhibit 7(a) in File No. 2-6409). (4.02) Supplemental Indenture dated January 1, 1948 (incorporated by reference to Second Amended Exhibit 7(b) in File No. 2-7361). (4.03) Supplemental Indenture dated September 1, 1948 (incorporated by reference to Amended Exhibit 7(c) in File No. 2-7628). (4.04) Supplemental Indenture dated June 1, 1950 (incorporated by reference to Amended Exhibit 7.02 in File No. 2-8462). (4.05) Supplemental Indenture dated April 1, 1951 (incorporated by reference to Amended Exhibit 7.02 in File No 2-8882). (4.06) Supplemental Indenture dated April 1, 1952 (incorporated by reference to Second Amended Exhibit 4.03 in File No. 2-9526). (4.07) Supplemental Indenture dated September 1, 1953 (incorporated by reference to Amended Exhibit 4.03 in File No. 2-10406). (4.08) Supplemental Indenture dated October 1, 1954 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-11130). (4.09) Supplemental Indenture dated March 1, 1959 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-14816). (4.10) Supplemental Indenture dated May 1, 1962 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-20372). (4.11) Supplemental Indenture dated August 1, 1968 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-29738). (4.12) Supplemental Indenture dated June 1, 1969 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-32947). (4.13) Supplemental Indenture dated October 1, 1970 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-38304). (4.14) Supplemental Indenture dated July 1, 1971 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-40802). (4.15) Supplemental Indenture dated April 1, 1974 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-50308). (4.16) Supplemental Indenture dated December 1, 1975 (incorporated by reference to Exhibit 2.01(a) in File No. 2-57775). (4.17) Supplemental Indenture dated May 1, 1976 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-56036). (4.18) Supplemental Indenture dated May 15, 1978 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-61439). (4.19) Supplemental Indenture dated August 1, 1980 (incorporated by reference to Exhibit 4.02 File No. 2-70534). (4.20) Supplemental Indenture dated January 15, 1981 (incorporated by reference to Amended Exhibit 4.03 in File No. 2-70534). (4.21) Supplemental Indenture dated August 1, 1984 (incorporated by reference to Exhibit 4.02 in File No. 33-2579). (4.22) Supplemental Indenture dated January 15, 1986 (incorporated by reference to Amended Exhibit 4.03 in File No. 33-2579). (4.23) Supplemental Indenture dated June 1, 1986 (incorporated by reference to Amended Exhibit 4.02 in File No. 33-4961). (4.24) Supplemental Indenture dated August 1, 1988 (incorporated by reference to Exhibit 4.24 in File No. 33-45726). (4.25) Supplemental Indenture dated December 1, 1990 (incorporated by reference to Exhibit 4.25 in File No. 33-45726). (4.26) Supplemental Indenture dated September 1, 1991 (incorporated by reference to Exhibit 4.26 in File No. 33-45726). (4.27) Supplemental Indenture dated October 1, 1991 (incorporated by reference to Exhibit 4.27 in File No. 33-45726). (4.28) Supplemental Indenture dated March 1, 1992 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated March 9, 1992). (4.29) Supplemental Indenture dated May 1, 1992 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated May 12, 1992). (4.30) Supplemental Indenture dated June 1, 1992 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated June 29, 1992). (4.31) Supplemental Indenture dated July 1, 1992 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated July 20, 1992). (4.32) Proposed Form of Supplemental Indenture under the Indenture of Mortgage or Deed of Trust. (5) Opinion of Foley & Lardner (including consent of counsel). (12) Statement re computation of ratios of earnings to fixed charges. (23.01) Consent of Arthur Andersen LLP. (23.02) Consent of Foley & Lardner (filed as part of Exhibit (5)). (24) Powers of attorney. (25.01) Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Firstar Trust Company. (25.02) Form T-2 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Gene E. Ploeger. Item 17. Undertakings. (a) 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 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. (b) The undersigned Registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. (c) 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, 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 Act 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 Act and will be governed by the final adjudication of such issue. 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 Madison, State of Wisconsin, on July 6, 1995. WISCONSIN POWER AND LIGHT COMPANY By: /s/ Erroll B. Davis, Jr. Erroll B. Davis, Jr. President and Chief Executive Officer 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 /s/ Erroll B. Davis, Jr. President, Chief July 6, 1995 Erroll B. Davis, Jr. Executive Officer and Director (Principal Executive Officer) /s/ Daniel A. Doyle Vice President - July 6, 1995 Daniel A. Doyle Finance, Controller and Treasurer (Principal Financial and Accounting Officer) L. David Carley* Director July 6, 1995 Rockne G. Flowers* Director July 6, 1995 Donald R. Haldeman* Director July 6, 1995 Katharine C. Lyall* Director July 6, 1995 Arnold M. Nemirow* Director July 6, 1995 Milton E. Neshek* Director July 6, 1995 Henry C. Prange* Director July 6, 1995 Judith D. Pyle* Director July 6, 1995 Carol T. Toussaint* Director July 6, 1995 * By: /s/ Erroll B. Davis, Jr. Erroll B. Davis, Jr. Attorney-in-Fact EXHIBIT INDEX Exhibit Number Document Description (1) Proposed form of Purchase Agreement relating to the Bonds. (4.01) Indenture of Mortgage or Deed of Trust dated August 1, 1941, between the Company and First Wisconsin Trust Company (n/k/a Firstar Trust Company) and George B. Luhman, as Trustees (incorporated by reference to Exhibit 7(a) in File No. 2-6409). (4.02) Supplemental Indenture dated January 1, 1948 (incorporated by reference to Second Amended Exhibit 7(b) in File No. 2-7361). (4.03) Supplemental Indenture dated September 1, 1948, (incorporated by reference to Amended Exhibit 7(c) in File No. 2-7628). (4.04) Supplemental Indenture dated June 1, 1950 (incorporated by reference to Amended Exhibit 7.02 in File No. 2-8462). (4.05) Supplemental Indenture dated April 1, 1951 (incorporated by reference to Amended Exhibit 7.02 in File No 2-8882). (4.06) Supplemental Indenture dated April 1, 1952 (incorporated by reference to Second Amended Exhibit 4.03 in File No. 2-9526). (4.07) Supplemental Indenture dated September 1, 1953 (incorporated by reference to Amended Exhibit 4.03 in File No. 2-10406). (4.08) Supplemental Indenture dated October 1, 1954 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-11130). (4.09) Supplemental Indenture dated March 1, 1959 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-14816). (4.10) Supplemental Indenture dated May 1, 1962 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-20372). (4.11) Supplemental Indenture dated August 1, 1968 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-29738). (4.12) Supplemental Indenture dated June 1, 1969 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-32947). (4.13) Supplemental Indenture dated October 1, 1970 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-38304). (4.14) Supplemental Indenture dated July 1, 1971 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-40802). (4.15) Supplemental Indenture dated April 1, 1974 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-50308). (4.16) Supplemental Indenture dated December 1, 1975 (incorporated by reference to Exhibit 2.01(a) in File No. 2-57775). (4.17) Supplemental Indenture dated May 1, 1976 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-56036). (4.18) Supplemental Indenture dated May 15, 1978 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-61439). (4.19) Supplemental Indenture dated August 1, 1980 (incorporated by reference to Exhibit 4.02 File No. 2-70534). (4.20) Supplemental Indenture dated January 15, 1981 (incorporated by reference to Amended Exhibit 4.03 in File No. 2-70534). (4.21) Supplemental Indenture dated August 1, 1984 (incorporated by reference to Exhibit 4.02 in File No. 33-2579). (4.22) Supplemental Indenture dated January 15, 1986 (incorporated by reference to Amended Exhibit 4.03 in File No. 33-2579). (4.23) Supplemental Indenture dated June 1, 1986 (incorporated by reference to Amended Exhibit 4.02 in File No. 33-4961). (4.24) Supplemental Indenture dated August 1, 1988 (incorporated by reference to Exhibit 4.24 in File No. 33-45726). (4.25) Supplemental Indenture dated December 1, 1990 (incorporated by reference to Exhibit 4.25 in File No. 33-45726). (4.26) Supplemental Indenture dated September 1, 1991 (incorporated by reference to Exhibit 4.26 in File No. 33-45726). (4.27) Supplemental Indenture dated October 1, 1991 (incorporated by reference to Exhibit 4.27 in File No. 33-45726). (4.28) Supplemental Indenture dated March 1, 1992 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated March 9, 1992). (4.29) Supplemental Indenture dated May 1, 1992 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated May 12, 1992). (4.30) Supplemental Indenture dated June 1, 1992 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated June 29, 1992). (4.31) Supplemental Indenture dated July 1, 1992 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated July 20, 1992). (4.32) Proposed Form of Supplemental Indenture under the Indenture of Mortgage or Deed of Trust. (5) Opinion of Foley & Lardner (including consent of counsel). (12) Statement re computation of ratios of earnings to fixed charges. (23.01) Consent of Arthur Andersen LLP (23.02) Consent of Foley & Lardner (filed as part of Exhibit (5)). (24) Powers of attorney. (25.01) Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Firstar Trust Company. (25.02) Form T-2 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Gene E. Ploeger. EX-1 2 WP&L EXHIBIT 1 WISCONSIN POWER AND LIGHT COMPANY First Mortgage Bonds, Series AA, ____% due _________________, 2025 PURCHASE AGREEMENT ____________, 1995 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated PaineWebber Incorporated c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters North Tower World Financial Center New York, New York 10281 Dear Sirs: Wisconsin Power and Light Company, a Wisconsin corporation (the "Company"), confirms its agreement with you with respect to the sale by the Company and the purchase by you, acting severally and not jointly, of the respective principal amounts of First Mortgage Bonds, Series AA, ____% due __________, 2025 of the Company ("Bonds") set forth in Schedule A hereto. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No.33- __________) and a related prospectus for the registration of the Bonds under the Securities Act of 1933 (the "1933 Act"). Such registration statement, as amended at the time it became effective under the 1933 Act, and the prospectus constituting a part thereof (including in each case all documents, if any, incorporated by reference therein and the information, if any, deemed to be part thereof pursuant to Rule 430A(b) or Rule 434 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"), are hereinafter referred to as the "Registration Statement" and the "Prospectus", respectively, except that if any revised prospectus shall be provided to you by the Company for use in connection with the offering of the Bonds which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the 1933 Act Regulations), the term "Prospectus" shall refer to such revised prospectus from time to time as it is first provided to you for such use. If the Company elects to rely on Rule 434 of the 1933 Act Regulations, all references to the "Prospectus" herein shall be deemed to include, without limitation, the form of prospectus and the abbreviated terms sheet, taken together, provided to the you by the Company in reliance on Rule 434 of the 1933 Act Regulations (the "Rule 434 Prospectus"). If the Company files a registration statement under the 1933 Act to register a portion of the Bonds and relies on Rule 462(b) for such registration statement to become effective upon filing with the Commission (the "Rule 462 Registration Statement"), then any reference to "Registration Statement" herein shall be deemed to be to both the registration statement referred to above (No. 33-__________) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the 1933 Act. The Company understands that you propose to make a public offering of the Bonds. SECTION 1. Representations and Warranties. (a) The Company represents and warrants to each of you as follows: (i) The Registration Statement has become effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (ii) At the time the Registration Statement became effective, the Registration Statement complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended ("Trust Indenture Act"), and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, when filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and when so filed and at Closing Time referred to in Section 2, will not include an untrue statement of a material fact or omit 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; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by you expressly for use in the Registration Statement or Prospectus. (iii) The accountants who certified the financial statements and supporting schedules included in the Registration Statement are independent public accountants as required by the 1933 Act and the 1933 Act Regulations. (iv) The financial statements included in the Registration Statement and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as at the dates indicated and the results of their operations for the periods specified; except as otherwise stated in the Registration Statement, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis; and the supporting schedules included in the Registration statement present fairly the information required to be stated therein. (v) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, or or any development involving a prospective material adverse change, in or affecting the condition, financial or otherwise, or in the earnings or business affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise. (vi) The Company is a corporation duly organized and validly existing under the laws of the State of Wisconsin with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus, and is not required by the nature of its business to be licensed or qualified as a foreign corporation in any other jurisdiction. (vii) South Beloit Water, Gas and Electric Company ("South Beloit") is a corporation in good standing, duly organized and validly existing under the laws of the State of Illinois; has the corporate power and 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; and South Beloit is not required by the nature of its business to be licensed or qualified as a foreign corporation in any other state or jurisdiction. (viii) The Company has no "Significant Subsidiary" as such term is defined in Regulation S-X of the Commission and all of its subsidiaries in the aggregate are not material to the business, operations or affairs of the Company. (ix) The Company and South Beloit have statutory authority, franchises, licenses, rights-of-way, easements and consents, free from unduly burdensome restrictions and adequate for the conduct of the business in which each of them is engaged. (x) The Company has obtained a certificate of authority from the Public Service Commission of Wisconsin ("Wisconsin Commission") with respect to the Bonds and authorizing the issue and sale of the Bonds by the Company on the terms set forth or contemplated in this Agreement and in the Registration Statement; the Company will use its best efforts to make such additional filings as are required under said certificate of authority in a timely fashion. (xi) Other than WPL Holdings, Inc., no person or corporation, which is a "holding company" or a "subsidiary company" of a "holding company", within the meaning of such terms as defined in the Public Utility Holding Company Act of 1935, directly or indirectly owns, controls or holds with power to vote, 10% or more of the outstanding voting securities of the Company; and each of the Company and WPL Holdings, Inc. is presently exempt from the provisions of the Public Utility Holding Company Act of 1935 which would require it to register thereunder. (xii) The Company and South Beloit have good and valid title to all or substantially all of their permanent fixed properties (including the specified undivided interests in generating units and plants referred to in the Prospectus), except as otherwise indicated in the Prospectus, subject (in the case of the Company) only to the lien of the Indenture, dated as of August 1, 1941, as supplemented and amended, between the Company and the trustees named therein (the original Indenture as supplemented and amended at the date of this Agreement being hereinafter referred to collectively as the "Indenture"), securing the Company's first mortgage bonds, and to permitted encumbrances and liens as defined in the Indenture. (xiii) The Company and its subsidiaries considered as one enterprise have 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. (xiv) The Company has authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and, except to the extent provided under Section 180.0622(2)(b) of the Wisconsin Business Corporation Law and judicial interpretations thereof, non- assessable; all of the issued and outstanding shares of common stock of the Company are owned of record and beneficially by the Company's parent, WPL Holdings, Inc.; and all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and, except to the extent provided under Section 180.0622(2)(b) of the Wisconsin Business Corporation Law and judicial interpretations thereof, non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. (xv) The Indenture as to be supplemented by the supplemental indenture relating to the Bonds (the "Supplemental Indenture") (the Indenture as so supplemented and amended being hereinafter referred to as the "Indenture as Supplemented") adequately describes substantially all of the permanent fixed properties owned by the Company, except property expressly excluded or excepted by the terms of the Indenture from the lien thereof. (xvi) The Bonds have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company secured by the lien of and entitled to benefits provided by the Indenture as Supplemented, except (A) as the provisions of the Federal bankruptcy laws may affect the lien thereof on additional property acquired, and on proceeds, products, rents, issues or profits realized with respect to property subject to such lien, in each case, after the commencement of a proceeding under such laws, (B) as enforcement of certain provisions of the Indenture as Supplemented may be limited by the laws of the State of Wisconsin, but the inclusion of such provisions does not affect the validity of the Indenture as Supplemented and it contains legally adequate provisions for the realization of the principal legal rights and benefits afforded by it, except for the economic consequences of any delay caused by the application of such laws, (C) as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally, and (D) subject to the availability of equitable remedies for the enforcement of such obligations; the Supplemental Indenture will be substantially in the form filed as an exhibit to the Registration Statement. (xvii) The Indenture as Supplemented has been duly authorized by all necessary corporate action on the part of the Company, and, when the Supplemental Indenture shall have been executed and delivered by the Company and the Trustees, will constitute a valid and legally binding instrument enforceable in accordance with its terms except (A) as the provisions of the Federal bankruptcy laws may affect the lien thereof on additional property acquired, and on proceeds, products, rents, issues or profits realized with respect to property subject to such lien, in each case, after the commencement of a proceeding under such laws, (B) as enforcement of certain provisions of the Indenture as Supplemented may be limited by the laws of the State of Wisconsin (where the property covered thereby is located), but the inclusion of such provisions does not affect the validity of the Indenture as Supplemented and it contains legally adequate provisions for the realization of the principal legal rights and benefits afforded by it, except for the economic consequences of any delay caused by the application of such laws, (C) as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally, and (D) subject to the availability of equitable remedies for the enforcement of such obligations; and the Indenture as Supplemented and the Bonds will conform to the descriptions thereof in Prospectus. (xviii) The Indenture constitutes, and the Indenture as Supplemented, when the Supplemental Indenture shall have been duly filed for recording and recorded, will constitute, a valid and direct enforceable first mortgage lien, except (A) as the provisions of the Federal bankruptcy laws may affect the lien thereof on additional property acquired, and on proceeds, products, rents, issues or profits realized with respect to property subject to such lien, in each case, after the commencement of a proceeding under such laws, (B) as enforcement of certain provisions of the Indenture as Supplemented may be limited by the laws of the State of Wisconsin (where the property covered thereby is located), but the inclusion of such provisions does not affect the validity of the Indenture as Supplemented and it contains legally adequate provisions for the realization of the principal legal rights and benefits afforded by it, except for the economic consequences of any delay caused by the application of such laws, (C) as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally; and (D) subject to the availability of equitable remedies for the enforcement of such obligations, upon substantially all of the Company's permanent fixed properties, now owned or hereafter acquired free from all prior liens, charges or encumbrances except permitted encumbrances and liens as defined in the Indenture as Supplemented. (xix) The issue and sale of the Bonds and the compliance by the Company with all of the provisions hereof and of the Bonds and the Indenture as Supplemented will not result in a breach or violation of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance other than the lien of the Indenture as Supplemented upon any of the property or assets of the Company pursuant to the terms of any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, and such action will not result in a violation of provisions of the Company's charter or by-laws, or any order, rule or regulation of any court or of any Federal or state regulatory body or other governmental body having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any court or any such regulatory body or other governmental body is required for the issue and sale of the Bonds or the consummation of the other transactions contemplated by this Agreement or the Indenture as Supplemented, except the registration under the 1933 Act of the Bonds, the qualification of the Indenture as Supplemented under the Trust Indenture Act, the approval of the Wisconsin Commission and such consents, approvals, authorizations registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Bonds by you. (xx) Neither the Company nor any of its subsidiaries is in violation of its charter or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject, other than a default which would not have a material adverse effect on the condition, financial or otherwise, or the earnings or business affairs of the Company and its subsidiaries considered as one enterprise. (xxi) This Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the charter or by- laws of the Company or any of its subsidiaries under any applicable law, administrative regulation or administrative or court decree. (xxii) Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the consolidated financial position, shareholders' equity or results of operations of the Company and its subsidiaries considered as one enterprise; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. To the best to the Company's knowledge as used above shall mean the actual knowledge of the President of the Company and the General Counsel of the Company. (xxiii) This Agreement has been duly executed and delivered by the Company. (b) Any certificate signed by an officer of the Company and required to be delivered by the terms hereof to you or to your counsel shall be deemed a representation and warranty by the Company to each of you as to the matters covered thereby. SECTION 2. Sale and Delivery to You; Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of you, severally and not jointly, and each of you, severally and not jointly, agrees to purchase from the Company, at the purchase price of _______ percent of the principal amount thereof, plus accrued interest from ____, 1995 to the Closing Time, the principal amount of Bonds set forth in Schedule A opposite your name. (b) Bonds to be purchased by each of you hereunder, in definitive form, and in such authorized denominations and registered in such names as you may request upon at least forty-eight hours' prior notice to the Company, shall be delivered at the location specified by you in New York, New York by or on behalf of the Company to you for the account of each of you, against payment by each of you or on your behalf of the purchase price therefor by certified or official bank check or checks payable to the order of the Company, payable to the order of the Company in Clearing House funds at the office of Wisconsin Power and Light Company, 222 West Washington Avenue, Madison, Wisconsin 53703, at 9:00 a.m., Central Time, on ___________, 1995 or at such other time and date as you and the Company may agree upon in writing, such time and date being herein called the "Closing Time". Such certificates will be made available for checking and packaging at least twenty-four hours prior to the Closing Time at the location designated by you for such purpose. SECTION 3. Covenants of the Company. The Company covenants with each of you as follows. (a) The Company will notify the you immediately, and confirm the notice in writing, (i) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Prospectus or the initiation of any proceedings for such purpose, and (iii) of the suspension of the qualification of the Bonds for the offering or sale in any jurisdiction or the initiation of any proceedings for such purpose. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order or any or preventing or suspending the use of any Prospectus or suspending such qualification is issued, to obtain the lifting thereof at the earliest possible moment. If the Company elects to rely on Rule 434 of the 1933 Act Regulations, the Company will prepare an abbreviated terms sheet that complies with the requirements of Rule 434 of the 1933 Act Regulations. If the Company elects not to rely on Rule 434, the Company will provide you with copies of the form of Prospectus in such numbers as you may reasonably request and file or transmit for filing with the Commission such Prospectus in accordance with Rule 424(b) of the 1933 Act Regulations, by the close of business in New York on the business day immediately succeeding the date hereof. If the Company elects to rely on Rule 434 of the 1933 Act Regulations, the Company will provide you with copies of the form of 434 Prospectus in such numbers as you may reasonably request and file or transmit for filing with the Commission the form of Prospectus complying with Rule 434(c)(2) of the 1933 Act Regulations in accordance with Rule 424(b) of the 1933 Act Regulations by the close of business in New York on the business day immediately succeeding the date hereof. (b) The Company will give you notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by you in connection with the offering of the Bonds which differs from the prospectus first filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, whether or not such revised prospectus is required to be filed pursuant to such Rule 424(b) of the 1933 Act Regulations, or any abbreviated terms sheet prepared in reliance on Rule 434 of the 1933 Act Regulations), will furnish you with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment or supplement or use any such prospectus to which the you or your counsel shall reasonably object. (c) The Company will deliver to each of you and to your counsel one signed copy of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein). (d) The Company will furnish to each of you, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as you may reasonably request for the purposes contemplated by the 1933 Act or the 1933 Act Regulations. (e) If any event shall occur as a result of which it is necessary, in the opinion of your counsel, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Company will forthwith amend or supplement the Prospectus (in form and substance reasonably satisfactory to your counsel, so that, as so amended or supplemented, the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, and the Company will furnish to you a reasonable number of copies of such amendment or supplement. (f) The company will endeavor, in cooperation with you to qualify the Bonds for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as you may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. In each jurisdiction in which the Bonds have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect or a period of not less than one year from the effective date of the Registration Statement. (g) The Company will make generally available to its security holders as soon as practicable, but not later than 60 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering a twelve month period beginning not later than the first day of the Company's fiscal quarter next following the "effective date" (as defined in said Rule 158) of the Registration Statement. (h) The Company will use the net proceeds received by it from the sale of the Bonds in the manner specified in the Prospectus under "Use of Proceeds". (i) Immediately following the execution of this Agreement, the Company will prepare, and file or transmit for filing with the Commission in accordance with Rule 430A and Rule 424(b) of the 1933 Act Regulations, copies of an amended Prospectus, or, if required by such Rule 430A, a post-effective amendment of the Registration Statement (including an amended Prospectus), containing all information omitted from the Registration Statement at the time it became effective in reliance upon such Rule 430A. (j) During the period beginning from the date hereof and continuing to and including the earlier of (i) the termination of trading restrictions on the Bonds, as notified to the Company by you, and (ii) the Closing Time, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more than one year after the Closing Time and which are substantially similar to the Bonds, without your prior written consent. SECTION 4. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the printing and distribution of this Agreement and the Supplemental Indenture (iii) the preparation, issuance and delivery of the certificates for the Bonds to you, (iv) the fees and disbursements of the Company's counsel and accountants, (v) the qualification of Bonds under securities laws in accordance with the provisions of Section 3(f), including filing fees and the fees and the disbursements of your counsel in connection therewith and in connection with the preparation of the Blue Sky Survey, (vi) the printing and delivery to you of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto including the abbreviated terms sheet delivered by the Company pursuant to Rule 434 of the 1933 Act Regulations, (vii) the printing and delivery to you of copies of the Blue Sky Survey, (viii) the fees, if any, of the National Association of Securities Dealers, Inc., (ix) any fees charged by securities rating services for rating the Bonds, and (x) the fees and expenses of the Trustees and any agent of the Trustees and the fees and disbursements of counsel for the Trustees in connection with the Indenture and the Bonds. SECTION 5. Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy in all material respects of the representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder in all material respects, and to the following further conditions: (a) At Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefore initiated or threatened by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of your counsel. The price of the Bonds and any price-related information previously omitted from the Registration Statement pursuant to Rule 430A of the 1933 Act Regulations shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the 1933 Act Regulations within the prescribed time period, and prior to Closing Time the Company shall have provided evidence satisfactory to you of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the 1933 Act Regulations. (b) At Closing time you shall have received: (i) The favorable opinion, dated as of Closing Time, of Foley & Lardner, counsel for the Company, in form and substance reasonably satisfactory to your counsel, to the effect that: (A) The Company is a corporation validly existing under the laws of the State of Wisconsin, with corporate power and authority to carry on the business in which it is engaged and to own and operate the property used by it in such business, as described in the Prospectus. (B) The authorized capitalization of the Company is as set forth in the Company's most recent financial statements included in the Prospectus as of the date for which such information is set forth. (C) The Indenture as Supplemented is in due and proper form, has been duly and validly authorized by the necessary corporate action on the part of the Company, has been duly and validly executed and delivered and is a valid and binding instrument except (I) as the provisions of the Federal bankruptcy laws may affect the lien thereof on additional property acquired, and on proceeds, products, rents, issues or profits realized with respect to property subject to such lien, in each case, after the commencement of a proceeding under such laws, (II) as enforcement of certain provisions of the Indenture is Supplemented may be limited by the laws of the State of Wisconsin, but the inclusion of such provisions does not affect the validity of the Indenture as Supplemented and it contains legally adequate provisions for the realization of the principal legal rights and benefits afforded by it, except for the economic consequences of any delay caused by the application of such laws, (III) as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally, and (iv) subject to the availability of equitable remedies for the enforcement of such obligations, provided that no opinion need be rendered as to the availability of the remedy of specific performance. (D) This Agreement has been duly authorized, executed and delivered by the Company. (E) The Bonds are in due and proper form; the issue and sale of the Bonds by the Company in accordance with the terms of this Agreement have been duly and validly authorized by the necessary corporate action; the Bonds, when duly executed, authenticated and delivered to you against payment to the Company of the agreed consideration therefor, will be valid and binding obligations of the Company in accordance with their terms, secured by the lien of and entitled to the benefits provided by the Indenture as Supplemented, except (I) as the provisions of the Federal bankruptcy laws may affect the lien of the Indenture as Supplemented on additional property acquired, and on proceeds, products, rents, issues or profits realized with respect to property subject to such lien, in each case, after the commencement of proceeding under such laws, (II) as enforcement of certain provisions of the Indenture as Supplemented may be limited by the laws of the State of Wisconsin, but the inclusion of such provisions does not affect the validity of the Indenture as Supplemented and it contains legally adequate provisions for the realization of the principal legal rights and benefits afforded by it, except for the economic consequences of any delay caused by the application of such laws, (III) as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally, and (IV) subject to the availability of equitable remedies or the enforcement of such obligations, provided that no opinion need be rendered as to the availability of the remedy of specific performance; and the Bonds and the Indenture as Supplemented conform as to legal matters, in all material respects, with the statements concerning them made in the Prospectus under "Description of Bonds." (F) The statements concerning the Bonds and the Indenture as Supplemented made in the Prospectus under "Description of Bonds" accurately set forth, in all material respects, the matters respecting the Bonds and the Indenture as Supplemented required by the 1933 Act and the Trust Indenture Act and the rules and regulations of the Commission under said Acts to be set forth in the Prospectus. (G) The Wisconsin Commission has authorized the issue and sale of the Bonds; such authorization, to the best of their knowledge, is still in force and effect and no stay with respect thereto is pending or in effect and such authorization is sufficient for the issue and sale of the Bonds; the issue and sale of the Bonds are in conformity with the terms of such authorization; and no other approval, authorization, consent or order of any public board or body is legally required for the issue and sale of the Bonds to you pursuant to this Agreement or the carrying out of the provisions of this Agreement, except as may be required under the securities or "blue sky" laws of those jurisdictions in which the Bonds are sold or offered for sale. (H) The Indenture as Supplemented has been qualified under the Trust Indenture Act. (I) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not conflict with or constitute a breach of, or default under, the charter or by-laws of the Company, the Indenture as Supplemented or any material contract, indenture, mortgage, loan agreement, note, lease or other similar instrument pursuant to which securities of the Company have been issued or pursuant to which the Company has assumed securities issued by others. (J) The statements as to matters of law or legal conclusions expressed under "Item 1. Business - Regulation" in the Company's most recently filed Form 10-K Annual Report (the "Form 10-K") which is incorporated by reference in the Prospectus, with respect to the Public Utility Holding Company Act of 1935 and the jurisdiction of the Wisconsin Commission, the Wisconsin Department of Natural Resources, the Illinois Commerce Commission, the United States Department of Energy and the Federal Energy Regulatory Commission, and the statements as to matters of law or legal conclusions expressed under "Description of the Bonds - Security" in the Prospectus, have been prepared or reviewed by them and are correct in all material respects. (K) The Company owns all of the Common Stock of South Beloit free and clear of any pledge, lien, or encumbrance. (L) South Beloit is a corporation in good standing and validly existing under the laws of the State of Illinois with corporate power and 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. (M) No authorization, approval or consent of any court or governmental authority or agency is required in connection with the sale of the Bonds to you, except such as may be required under the 1933 Act, the Trust Indenture Act and state securities laws and by the Wisconsin Commission. (N) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not conflict with or constitute a breach of or default under, the charter or by-laws of the Company or any material contract, indenture, mortgage, loan agreement, note, lease, or other instrument to which the Company is a party or by which it may be bound, or any law, administrative regulation or court decree which if violated would have a material adverse effect on the Company or the transactions contemplated by this Agreement. (O) To the best of their knowledge and other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries; and, to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (P) The documents incorporated by reference in the Prospectus or any further amendment or supplement thereto made by the Company prior to Closing Time (other than the financial statements and related schedules and other financial and statistical data contained therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the 1933 Act or the Securities Exchange Act of 1934, as amended ("Exchange Act"), as applicable, and the rules and regulations of the Commission thereunder. (Q) The Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Company prior to Closing Time (other than the financial statements and related schedules and other financial and statistical data contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the 1933 Act and the Trust Indenture Act and the rules and regulations thereunder. The 434 Prospectus conforms to the requirements of Rule 434 of the 1933 Act Regulations. (R) The Company has good and sufficient title to all or substantially all of the permanent fixed properties owned by it, including those described or referred to in the Prospectus, except as otherwise indicated therein, subject only to the lien of the Indenture as Supplemented and to permitted encumbrances and liens as defined in the Indenture as Supplemented (such counsel may note that certain of such properties are owned by the Company as tenant-in-common); and the Indenture as Supplemented constitutes a valid, direct first mortgage lien, subject only to permitted encumbrances and liens, upon all or substantially all such permanent fixed properties now owned by the Company (with the exception of the properties excepted and excluded from such lien); all permanent fixed properties (other than property of the character excluded by the Indenture as Supplemented from its lien) thereafter acquired by the Company and located in counties in Wisconsin in which the Indenture as Supplemented shall be of record will, upon acquisition, become subject to the lien of the Indenture as Supplemented, subject, however, to permitted encumbrances and liens, any liens existing or placed thereon at acquisition, and any liens which might intervene prior to the filing or recording of the instrument containing a sufficient legal description confirming of record that such property is subject to the lien of the Indenture as Supplemented, except as the existence or validity of the lien of the Indenture as Supplemented may be affected by the application of bankruptcy, insolvency or other laws affecting the rights of creditors' generally; and the Indenture as Supplemented is enforceable in accordance with its terms, except (I) as the provisions of bankruptcy, insolvency or other laws affecting creditors' rights generally and equitable principles (whether asserted in a court of equity or at law) relating to the rights of creditors generally may affect the enforcement of the provisions thereof, (II) as enforcement of provisions of the Indenture as Supplemented may be limited by the laws of the State of Wisconsin affecting certain waivers, consents, approvals or remedies for the enforcement of the security provided for in the Indenture as Supplemented (which laws do not, in the opinion of such counsel, make the remedies therein legally inadequate for realization of the principal legal rights and benefits of such security) or (III) as may be limited by bankruptcy or insolvency laws or other applicable laws affecting the enforcement of creditors' rights generally, including the availability of equitable remedies and general principles of equity; the foregoing opinions in this paragraph are qualified by the following: no examination of title covering rights-of- way for transmission or distribution lines and systems or easements of any kind has been made inasmuch as the Company believes that the expense incident to the obtaining of abstracts or title searches and of examinations in respect thereto would be in excess of the cost of reacquiring by condemnation or purchase, possession and use of such parts of such rights-of-way or easements as might be held under defective titles, and accordingly, the opinion shall not cover such rights-of-way or easements; as used herein the term "permanent fixed properties" means real property and improvements thereon constituting real estate which are used or were acquired for use in the Company's utility operations; the foregoing opinion, may, as to factual matters, be made in reliance on certificates of officers of the Company, and may, as to matters of title, rely on abstracts, title policies or other title searches, all of which such counsel believes are appropriate for reliance; such counsel may also rely on certificates of officers of the Company to the effect that certain parcels described in the Indenture as Supplemented are rights-of-way or easements and that certain parcels are not used or were not acquired for use in the Company's utility operations. (S) The Indenture as Supplemented has been duly filed for record in Dane County, Wisconsin, where the registered office of the Company is located and in each county in Wisconsin in which, such counsel has been advised by a certificate of an officer of the Company, the Company owns any real property described in and conveyed by the Indenture as Supplemented. (T) To the best of their knowledge and information there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, the descriptions thereof or references thereto are correct in all material respects, and no default exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, loan agreement, note or lease so described, referred to, filed or incorporated by reference. (ii) The favorable opinion, dated as of Closing Time, of Sidley & Austin, your counsel, with respect to the matters set forth in (A), (C), (E), (F), (H), and (Q), of subjection (b)(i) of this section. (iii) In giving their opinions required by subsections (b)(i) and (b)(ii), respectively, of this Section, Foley & Lardner and Sidley & Austin shall each additionally state that nothing has come to their attention that would lead them to believe that the Registration Statement (other than the financial statements, supporting schedules and other financial and statistical data included therein, as to which no comment need be made), at the time it became effective or at the date hereof, 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 (other than the financial statements, supporting schedules and other financial and statistical data included therein, as to which no comment need be made), at the date hereof, (unless the term "Prospectus" refers to a prospectus which has been provided to you by the Company for use in connection with the offering of the Bonds which differs from the Prospectus first filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations, in which case at the time it is first provided to you for such use), or at Closing Time, included 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. In giving its opinions, Sidley & Austin may rely as to matters of Wisconsin law upon the opinion of Foley & Lardner. (c) At Closing Time there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change, or any development involving a prospective material adverse change, in or affecting the condition, financial or otherwise, or in the earnings or business affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change or development, (ii) the representations and warranties in Section 1 are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and, to the best knowledge of such officers, no proceedings for that purpose have been initiated or threatened by the Commission. (d) At the time of the execution of this Agreement, you shall have received from Arthur Andersen LLP a letter dated such date, in form and substance satisfactory to you, to the effect that (i) they are independent public accountants with respect to the Company and its subsidiaries within the meaning of the 1933 Act and the 1933 Act Regulations; (ii) it is their opinion that the financial statements and supporting schedules included in the Registration Statement and covered by their opinions therein comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations; (iii) based upon limited procedures set forth in detail in such letter, nothing has come to their attention which cause them to believe that (A) the unaudited financial statements and supporting schedules of the Company and its subsidiaries included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations or are not presented in conformity with generally accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Registration Statement, (B) the unaudited amounts of operating revenues, income before interest expense and net income set forth under "Selected Financial Information" in the Prospectus were not determined on a basis substantially consistent with that used in determining the corresponding amounts in the audited financial statements included in the Registration Statement, or (C) at a specified date not more than five business days prior to the date of this Agreement, except for changes, increases or decreases which are described in such letter, there has been any change in the capital stock of the Company or any increase in the consolidated long term debt of the Company or any decrease in consolidated net current assets or net assets as compared with the amounts shown in the December 31, 1994 balance sheet included in the Registration Statement, or during the period from December 31, 1994 to a specified date not more than five business days prior to the date of this Agreement, there were any decreases as compared with the corresponding period in the preceding year, in operating revenues, income before interest expense or net income of the Company and its subsidiaries, except in all instances for changes, increases or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur; and (iv) in addition to the examination referred to in their opinions and the limited procedures referred to in clause (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain ratios, amounts, percentages and financial information which are included in the Registration Statement and Prospectus and which are specified by you and have found such ratios, amounts, percentages and financial information to be in agreement with the relevant accounting, financial and other records of the Company and its subsidiaries identified in such letter. (e) At the Closing Time you shall have received from Arthur Andersen LLP a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (d) of this Section, except that the specified date referred to shall be a date not more than five business days prior to Closing Time. (f) At the Closing Time, your counsel shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Bonds as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions herein contained. If any condition specified in this Section shall not have been fulfilled in all material respects when and as required to be fulfilled, this Agreement may be terminated by you by notice to the Company any time at or prior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4. SECTION 6. Indemnification. (a) The Company agrees to indemnify and hold harmless each of you and each person, if any, who controls each of you within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be part of the Registration Statement pursuant to Rule 430A(b) or Rule 434 of the 1933 Act Regulations, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by you to represent you), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, or any such alleged untrue statement or omission to the extent that any such expense is not paid under (i) and (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by you expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided further, that the Company shall not be liable to you to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Prospectus and if you, having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, thereafter fail to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Bonds to the person asserting such loss, liability, claim, damage or expense who purchased such Bonds which are the subject thereof from you. (b) Each of you severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in the Registration Statement (or amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment of supplement thereto) in reliance upon and in conformity with written information furnished to the Company by you expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. SECTION 7. Contribution. In order to provide for just and equitable contribution in circumstances in which an indemnity agreement provided for in Section 6 is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Company and you shall contribute to the aggregate losses, liabilities, claims, damages and expenses incurred by the Company and you, as incurred, in such proportions that you are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial public offering price appearing thereon and the Company is responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent representation. For purposes of this Section, each person, if any, who controls either of you within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as you, and each director of the Company, each officer of the Company, who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as the Company. SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of either of you or any controlling person, or by or on behalf of the Company, and shall survive delivery of the Bonds to you. SECTION 9. Termination of Agreement. (a) You may terminate this Agreement, by notice to the Company at any time at or prior to Closing Time (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change, or any development involving a prospective material adverse change, in or affecting the condition, financial or otherwise, or in the earnings or business affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any outbreak of hostilities or escalation thereof or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in your reasonable judgment, impracticable to market the Bonds or to enforce contracts for the sale of the Bonds, or (iii) if trading in the Common Stock of WPL Holdings, Inc. has been suspended by the Commission, or if trading generally on the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by said Exchange or by order of the Commission of any other governmental authority, or if banking moratorium has been declared by either Federal, New York or Wisconsin authorities, or (iv) if the rating assigned by any nationally recognized securities relating agency to any debt securities of the Company as of the date of this Agreement shall have been lowered since such date, or if any such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to your attention any facts that would cause you to believe that the Prospectus, at the time it was required to be delivered to a purchaser or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading. (b) If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4. Notwithstanding any such termination, the provisions of Sections 6, 7 and 8 shall remain in effect. SECTION 10. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to you shall be directed to you c/o Merrill Lynch & Co. at Merrill Lynch World Headquarters, North Tower, World Financial Center, New York, New York 10281, attention of _________________, Vice President; notices to the Company shall be directed to it at 222 West Washington Avenue, P. O. Box 2568, Madison, Wisconsin 53701-2568, attention of Erroll B. Davis, Jr., President and Chief Executive Officer. SECTION 11. Parties. This Agreement shall inure to the benefit of and be binding upon you and the Company and your and its respective successors, heirs and legal representatives. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than you and the Company and your and its respective successors, heirs and legal representatives, and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of you and the Company and your and its respective successors, heirs and legal representatives and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Bonds from you shall be deemed to be a successor by reason merely of such purchase. SECTION 12. Governing Law and Time. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparties, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, WISCONSIN POWER AND LIGHT COMPANY By: ____________________________ (President) CONFIRMED AND ACCEPTED as of the date first above written. MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated PAINEWEBBER INCORPORATED By: Merrill Lynch, Pierce, Fenner & Smith Incorporated By: ______________________________________________ Title: ______________________________________ Investment Banking Group SCHEDULE A Principal Amount Name of Underwriters of Bonds Merrill Lynch, Pierce, Fenner & Smith Incorporated $ PaineWebber Incorporated ------------ TOTAL $ 60,000,000 EX-4 3 WP&L EXHIBIT 4.32 SUPPLEMENTAL INDENTURE ___________ Dated _____________, 1995 __________ WISCONSIN POWER AND LIGHT COMPANY TO FIRSTAR TRUST COMPANY AND GENE E. PLOEGER AS TRUSTEES __________ (SUPPLEMENTAL TO THE INDENTURE OF MORTGAGE OR DEED OF TRUST DATED AUGUST 1, 1941, EXECUTED BY WISCONSIN POWER AND LIGHT COMPANY TO FIRST WISCONSIN TRUST COMPANY AND GEORGE B. LUHMAN, AS TRUSTEES) __________ (PROVIDING FOR FIRST MORTGAGE BONDS, SERIES AA DUE ____________, 2025) REAL ESTATE TRANSFER TAX DOES NOT APPLY [77.25(10)] THIS SUPPLEMENTAL INDENTURE, dated ___________, 1995, [but actually executed ___________, 1995,] made and entered into by and between WISCONSIN POWER AND LIGHT COMPANY, a corporation organized and existing under the laws of the State of Wisconsin (hereinafter referred to as the "Company"), and FIRSTAR TRUST COMPANY (f/k/a First Wisconsin Trust Company), also a corporation organized and existing under the laws of the State of Wisconsin and having its principal office or place of business in the City of Milwaukee, State of Wisconsin (hereinafter referred to as the "Trustee"), and GENE E. PLOEGER, of the City of Milwaukee, State of Wisconsin (successor to Richard Pyritz, Jr.), as Trustees under the Indenture of Mortgage or Deed of Trust dated August 1, 1941, as amended by the Supplemental Indentures dated, respectively, January 1, 1948, September 1, 1948, June 1, 1950, April 1, 1951, April 1, 1952, September 1, 1953, October 1, 1954, March 1, 1959, May 1, 1962, August 1, 1968, June 1, 1969, October 1, 1970, July 1, 1971, April 1, 1974, December 1, 1975, May 1, 1976, May 15, 1978, August 1, 1980, January 15, 1981, August 1, 1984, January 15, 1986, June 1, 1986, August 1, 1988, December 1, 1990, September 1, 1991, October 1, 1991, March 1, 1992, May 1, 1992, June 1, 1992 and July 1, 1992 (said Indenture, as so amended, being hereinafter referred to as the "Indenture") heretofore executed and delivered by the Company to the Trustees under the Indenture (hereinafter referred to as the "Trustees" or the "Trustees under the Indenture"): WITNESSETH : WHEREAS, Richard Pyritz, Jr. has resigned as Co-Trustee under the Indenture, and, in accordance with the provisions of Article XV of the Indenture, Gene E. Ploeger has been appointed and is now the duly constituted and acting Co-Trustee under the Indenture; and WHEREAS, the Company, by resolutions of its Board of Directors duly adopted, has determined forthwith to issue an additional series of bonds to be secured by the Indenture, as hereby amended, to be known and designated as First Mortgage Bonds, Series AA (hereinafter sometimes referred to as the "bonds of Series AA"), and to be authenticated and issued only as registered bonds without coupons; and WHEREAS, on or subsequent to July 1, 1992, the Company has constructed or acquired certain additional properties which are subject in any event to the lien and effect of the Indenture; and WHEREAS, the Company desires, in accordance with the provisions of Section 6(e) of Article II and Article XVI of the Indenture, to execute this supplemental indenture for the purpose of (i) specifically conveying to the Trustees upon the trusts and for the purposes of the Indenture, as hereby amended, all such additional properties so constructed or acquired by the Company and now owned by it, except property of the character of that expressly excepted and excluded from the lien of the Indenture, and (ii) creating the bonds of Series AA; and WHEREAS, the execution and delivery by the Company of this supplemental indenture have been duly authorized by the Board of Directors and the Pricing Committee of the Board of Directors of the Company; and the Company has requested and hereby requests, the Trustees to enter into and join with the Company in the execution and delivery of this supplemental indenture; and WHEREAS, the bonds of Series AA are to be authorized, authenticated and issued only in the form of registered bonds without coupons, and each of such bonds shall be substantially in the following form, to wit: (FORM OF FACE OF BOND OF SERIES AA) No. $ WISCONSIN POWER AND LIGHT COMPANY FIRST MORTGAGE BOND, SERIES AA DUE ____________, 2025 Wisconsin Power and Light Company, a Wisconsin corporation (hereinafter called the "Company"), for value received, hereby promises to pay to _______________________ or registered assigns, the principal sum of _______________ Dollars on the _______ day of ________, 2025, and to pay to the registered owner interest on said sum from the date hereof, at the rate of ____ per centum per annum, payable half-yearly on the _____ day of ______ and the ______ day of ________ in each year, until said principal sum is paid. The interest so payable on any _________ or _________ shall be paid (subject to certain exceptions provided in the Indenture hereinafter referred to) to the person in whose name this bond is registered at the close of business on the immediately preceding ________ or _________ as the case may be. Both the principal of and interest on this bond shall be payable, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, at the office or agency of the Company in the City of Milwaukee, State of Wisconsin, or, at the option of the registered owner, at the office or agency of the Company in the Borough of Manhattan, The City of New York, State of New York. At the option of the Company, the interest on this bond shall be payable by check mailed to the registered owner. The provisions of this bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. This bond shall not be valid or become obligatory for any purpose unless and until it shall have been authenticated by the execution by or on behalf of the Trustee or its successor in trust under the Indenture of the Trustee's Certificate in either form endorsed hereon. IN WITNESS WHEREOF, Wisconsin Power and Light Company has caused this bond to be executed in its name by the manual or facsimile signature of its President or one of its Vice Presidents, and its corporate seal or a facsimile thereof to be hereto affixed or imprinted hereon and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries. Dated as of __________________. WISCONSIN POWER AND LIGHT COMPANY By: _____________________________ President ATTEST: _________________________ Secretary (FORM OF REVERSE OF BOND OF SERIES AA) This bond is one of the bonds issued and to be issued from time to time under and in accordance with and all secured by the indenture of mortgage or deed of trust dated August 1, 1941 between the Company and Firstar Trust Company (f/k/a First Wisconsin Trust Company) (hereinafter referred to as the "Trustee") and Gene E. Ploeger, as Trustees, as heretofore amended and supplemented, including by an indenture supplemental thereto dated ___________, 1995 creating the series in which this bond is issued (said indenture of mortgage as so amended and supplemented being hereinafter referred to as the "Indenture"). Reference to the Indenture and to all supplemental indentures, if any, hereafter executed pursuant to the Indenture is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders and registered owners of said bonds and of the Trustees and of the Company in respect of such security and the terms and conditions upon which the Indenture may be amended, modified or altered with and without the consent of the holders and registered owners of said bonds. By the terms of the Indenture the bonds to be secured thereby are issuable in series which may vary as to date, amount, date of maturity, rate of interest, redemption provisions, medium of payment and in other respects as in the Indenture provided. At the option of the Company and upon the notice and in the manner and with the effect provided in the Indenture, bonds of Series AA, of which this is one, may be redeemed as a whole at any time, or in part from time to time, at the redemption price, expressed as a percentage of the principal amount of the bonds hereinafter stated under "General Redemption Prices," in effect at the date fixed for redemption, together with accrued interest to such date on the bonds to be redeemed: If Redeemed If Redeemed During the During the 12 Months General 12 Months General Beginning Redemption Beginning Redemption Prices Prices (The redemption prices and redemption periods set forth in Article I of this supplemental indenture are incorporated in and made a part of this form of bond by reference thereto, and shall be inserted at this point in each bond of Series AA) provided, that none of the bonds of Series AA may be redeemed prior to ____________, 2005 if such redemption is for the purpose of refunding or is in anticipation of the refunding of such bonds by or in anticipation of the incurring by the Company of any debt having an interest cost to the Company of less than _____% per annum, the term "interest cost" meaning the annual percentage yield to stated maturity of such debt at the net price to the Company therefor, determined by reference to a standard table of bond yields, using straight-line interpolation if necessary, such net price to the Company to be determined after allowing for all underwriting or other discounts, commissions, commitment charges and other compensation received or receivable directly from the Company on account of the incurring of such debt. In case of certain events of default specified in the Indenture, the principal of this bond may be declared or may become due and payable in the manner and with the effect provided in the Indenture. No recourse shall be had for the payment of the principal of or interest on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture or any indenture supplemental thereto, to or against any incorporator, stockholder, officer or director, past, present or future, of the Company, or of any predecessor or successor corporation, either directly or through the Company, or such predecessor or successor corporation, under any constitution or statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by the registered owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture. This bond is transferable by the registered owner hereof, in person or by attorney duly authorized, at the principal office or place of business of the Trustee under the Indenture, or, at the option of the registered owner, at the office or agency of the Company in the Borough of Manhattan, The City of New York, State of New York, upon the surrender and cancellation of this bond and the payment of any stamp tax or other governmental charge, and upon any such transfer a new registered bond or bonds of the same series and maturity date and for the same aggregate principal amount will be issued to the transferee in exchange herefor; provided, that (a) in the event of the redemption of all of the bonds of Series AA, the Company shall not be required to register the exchange or transfer of any bonds of said series after the opening of business ten (10) days next preceding the day of the giving of the relevant notice of redemption as provided in the Indenture and (b) in the event of the redemption of less than all of the bonds of Series AA, the Company shall not be required to register the exchange or transfer of any bonds of said series during the period beginning at the opening of business ten (10) days next preceding any date for selection of bonds of said series to be called for redemption and ending at the close of business on the day of the giving of the relevant notice of redemption as provided in the Indenture, and, as to bonds of said series selected for redemption, from and after the date of such selection. AND WHEREAS, on each of the bonds of Series AA (whether in temporary or definitive form) there is to be endorsed a certificate of the Trustee substantially in the following form, to wit: TRUSTEE'S CERTIFICATE This bond is one of the bonds of the series designated therein, issued under the within mentioned Indenture. FIRSTAR TRUST COMPANY, as Trustee By: _______________________________ Authorized Officer or TRUSTEE'S CERTIFICATE This bond is one of the bonds of the series designated therein, issued under the within mentioned Indenture. FIRSTAR TRUST COMPANY, as Trustee By: BANKERS TRUST COMPANY, Authenticating Agent By: _____________________________ Authorized Officer NOW, THEREFORE, in consideration of the premises and of the sum of One Dollar ($1.00) duly paid by the Trustees to the Company, and of other good and valuable considerations, the receipt whereof is hereby acknowledged, and for the purpose of further assuring to the Trustees under the Indenture their title to, or lien upon, the property hereinafter described, under and pursuant to the terms of the Indenture, as hereby amended, and for the purpose of further securing the due and punctual payment of the principal of and interest and the premium, if any, on all bonds which have been heretofore or shall be hereafter issued under the Indenture and indentures supplemental thereto and which shall be at any time outstanding thereunder and secured thereby, and for the purpose of securing the faithful performance and observance of all the covenants and conditions set forth in the Indenture and/or in any indenture supplemental thereto, the Company has given, granted, bargained, sold, transferred, assigned, pledged, mortgaged, warranted the title to and conveyed, and by these presents does hereby give, grant, bargain, sell, transfer, assign, pledge, mortgage, warrant the title to and convey unto FIRSTAR TRUST COMPANY and GENE E. PLOEGER, as Trustees under the Indenture as therein provided, and their successors in trusts thereby created, and to their assigns, all the right, title and interest of the Company in and to any and all lines, plants, premises, property, leases and leaseholds, franchises, permits, rights and powers of every kind and description, real and personal, which, in most instances, have been constructed or acquired by the Company on or subsequent to July 1, 1992, and which at the date hereof are owned by the Company, together with the rents, issues, products and profits therefrom, excepting, however, and there is hereby expressly reserved from the lien and effect of the Indenture and of this supplemental indenture, all the right, title and interest of the Company, now owned or hereafter acquired, in and to (a) all cash, bonds, shares of stock, obligations and other securities not deposited with the Trustee or Trustees under the Indenture, (b) all accounts and bills receivable, judgments (other than for the recovery of real property or establishing a lien or charge thereon or right therein) and choses in action not specifically assigned to and pledged with the Trustee or Trustees under the Indenture, (c) all tangible personal property held by the Company for sale, lease, rental or consumption in the ordinary course of business, (d) the last day of each of the demised terms created by any lease of property now or hereafter leased to the Company and under each and every renewal of any such lease, the last day of each and every such demised term being hereby expressly reserved to and by the Company, and (e) all gas, oil and other minerals existing upon, within or under any real estate of the Company hereby conveyed and which is subject to the lien of the Indenture, as hereby amended. Without in any way limiting or restricting the generality of the foregoing description, or the foregoing exceptions and reservations, the Company hereby expressly gives, grants, bargains, sells, transfers, assigns, pledges, mortgages, warrants the title to and conveys unto the Trustees, upon the trusts and for the purposes of the Indenture, as hereby amended, the properties described in SCHEDULE A to this supplemental indenture, which SCHEDULE A is incorporated herein by reference with the same force and effect as if set forth herein at length, and which properties, in most instances, have been constructed or acquired by the Company on or subsequent to July 1, 1992, and which at the date hereof are owned by the Company, together with the tenements, hereditaments and appurtenances thereunto belonging or appertaining. TO HAVE AND TO HOLD all said lines, plants, property, premises, rights and interests described in said SCHEDULE A and conveyed, assigned, pledged or mortgaged, or intended to be conveyed, assigned, pledged or mortgaged, together with the rents, issues, products and profits therefrom, unto said FIRSTAR TRUST COMPANY and GENE E. PLOEGER, as Trustees under the Indenture, as hereby amended, and unto their successor or successors in trust, and their assigns forever, BUT IN TRUST, NEVERTHELESS, upon the trusts and for the purposes and subject to all the terms, conditions, provisions and restrictions of the Indenture, as hereby amended. And upon the considerations and for the purposes aforesaid and in order, pursuant to the terms of the Indenture, to provide for the issuance under the Indenture, as hereby amended, of the bonds of Series AA and to fix the terms, provisions and characteristics of the bonds of said Series and the aggregate principal amount of bonds of said Series that may be outstanding at any one time under and secured by the Indenture, as hereby amended, and in order to modify and amend the Indenture in the particulars and to the extent hereinafter in this supplemental indenture specifically provided, the Company hereby covenants and agrees with the Trustees, as follows: ARTICLE I A series of bonds issuable under the Indenture, as hereby amended, and to be known and designated as "First Mortgage Bonds, Series AA", is hereby created and authorized. The aggregate principal amount of bonds of Series AA that may be at any one time outstanding under and secured by the Indenture, as hereby amended (excluding the principal amount of any substitute bond or bonds issued pursuant to Section 13 of Article I of the Indenture on account of any lost or destroyed bond or bonds not surrendered to the Trustee for cancellation), shall not exceed Sixty Million Dollars ($60,000,000). The bonds of Series AA shall be substantially in the form hereinbefore recited. Each bond of said Series shall be due and payable ___________, 2025; shall be dated in accordance with the provisions of Section 1 of Article I of the Indenture, and, subject to the exception set forth in said Section 1 of Article I of the Indenture, if issued prior to the occurrence of the first interest payment day thereof to which interest was paid, shall be dated ____________, 1995; subject to the exceptions set forth in Section 1 of Article I of the Indenture, shall bear interest from the date thereof at the rate of _____ per centum (__%) per annum, payable half-yearly on the _______ day of ______ and the _____ day of __________ in each year to the respective persons in whose names such bonds are registered on the applicable record date provided in this Article I; shall be payable as to principal and interest, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, at the office or agency of the Company in the City of Milwaukee, State of Wisconsin, or, at the option of the registered owner, at the office or agency of the Company in the Borough of Manhattan, The City of New York, State of New York; and, at the option of the Company, shall be payable as to interest by check. The record date with respect to any interest payment day (other than an interest payment day for the payment of defaulted interest) applicable to the bonds of Series AA shall be the _______ or __________, as the case may be, next preceding such interest payment day. At the option of the Company and upon the notice and in the manner and with the effect provided in the Indenture, as hereby amended, bonds of Series AA may be redeemed as a whole at any time, or in part from time to time, at the redemption price, expressed as a percentage of the principal amount of the bonds hereinafter stated under "General Redemption Prices," in effect at the date fixed for redemption, together with accrued interest to such date on the bonds to be redeemed: If Redeemed If Redeemed During the During the 12 Months General 12 Months General Beginning Redemption Beginning Redemption Prices Prices 1995 % 2010 % 1996 2011 1997 2012 1998 2013 1999 2014 2000 2015 2001 2016 2002 2017 2003 2018 2004 2019 2005 2020 2006 2021 2007 2022 2008 2023 2009 2024 provided, that none of the bonds of Series AA may be redeemed prior to _________, 2005 if such redemption is for the purpose of refunding or is in anticipation of the refunding of such bonds by or in anticipation of the incurring by the Company of any debt having an interest cost to the Company of less than ____% per annum, the term "interest cost" meaning the annual percentage yield to stated maturity of such debt at the net price to the Company therefor, determined by reference to a standard table of bond yields, using straight-line interpolation if necessary, such net price to the Company to be determined after allowing for all underwriting or other discounts, commissions, commitment charges and other compensation received or receivable directly from the Company on account of the incurring of such debt. The foregoing redemption prices and redemption periods shall be set forth in each bond of Series AA prior to the execution and authentication thereof. Notice of redemption of any bonds of Series AA shall be given as provided in Article V of the Indenture, except that notice need be given only by mail and not by publication. If given only by mail, the mailing of such notice shall be a condition precedent to redemption, provided that any notice which is mailed in accordance with said Article shall be conclusively presumed to have been duly given whether or not the holders received such notice, and failure to give notice by mail, or any defect in such notice, to the holder of any such bond designated for redemption in whole or in part shall not affect the validity of the redemption of any other such bond. The bonds of Series AA shall, from time to time, be executed on behalf of the Company, and sealed with the corporate seal of the Company, in the manner provided in Section 6 of Article I of the Indenture, as follows: (a) bonds of said Series executed on behalf of the Company by its President, a Vice President, its Secretary or an Assistant Secretary may be so executed by the facsimile signature of such President, Vice President, Secretary or Assistant Secretary, as the case may be, of the Company or of any person or persons who shall have been such officer or officers, as the case may be, of the Company on or subsequent to the date of this supplemental indenture, notwithstanding that he or they may have ceased to be such officer or officers of the Company at the time of the actual execution, authentication, issue or delivery of any of such bonds of said Series, and any such facsimile signature or signatures of any such officer or officers on any of such bonds shall constitute execution of such bonds on behalf of the Company by such officer or officers of the Company for the purposes of the Indenture, as hereby amended, and shall be valid and effective for all purposes, provided, that all bonds of said Series shall always be executed on behalf of the Company by the signature, manual or facsimile, of its President or a Vice President and of its Secretary or an Assistant Secretary, and (b) such corporate seal of the Company may be facsimile, and any bonds of Series AA on which such facsimile seal shall be affixed, impressed, imprinted or reproduced shall be deemed to be sealed with the corporate seal of the Company for the purposes of the Indenture, as hereby amended, and such facsimile shall be valid and effective for all purposes. Bonds of Series AA are exchangeable and transferable in the manner and upon the conditions prescribed in the Indenture, as hereby modified, and without charge therefor, except for any stamp tax or other governmental charge; provided, that (a) in the event of the redemption of all of the bonds of Series AA, the Company shall not be required to register the exchange or transfer of any bonds of said series after the opening of business ten (10) days next preceding the day of the giving of the relevant notice of redemption as provided in the Indenture, as hereby amended, and (b) in the event of the redemption of less than all of the bonds of Series AA, the Company shall not be required to register the exchange or transfer of any bonds of said series during the period beginning at the opening of business ten (10) days next preceding any date for selection of bonds of said series to be called for redemption and ending at the close of business on the day of the giving of the relevant notice of redemption as provided in the Indenture, as hereby amended, and, as to bonds of said series selected for redemption from and after the date of such selection. ARTICLE II SECTION 1. The provisions of this supplemental indenture shall become and be effective from and after the execution hereof; and the Indenture, as hereby amended, shall remain in full force and effect. SECTION 2. Each reference in the Indenture or in this supplemental indenture to any article, section, term or provision of the Indenture shall mean and be deemed to refer to such article, section, term or provision of the Indenture, as amended by this supplemental indenture, except where the context otherwise indicates. SECTION 3. All the covenants, provisions, stipulations and agreements in this supplemental indenture contained are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, and of the holders and registered owners from time to time of the bonds and of the coupons issued and outstanding from time to time under and secured by the Indenture, as hereby amended. This supplemental indenture may be simultaneously executed in any number of counterparts and all said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. At the time of the execution of this supplemental indenture, the aggregate principal amount of all indebtedness of the Company outstanding, or to be presently outstanding, under and secured by the Indenture, as hereby amended, is [$436,874,000] consisting of and represented by First Mortgage Bonds of the Company as follows: Interest Principal Series Rate Maturity Date Amount L 6-1/4% August 1, 1998 8,899,000 1984 A * August 1, 2014 8,500,000 1988 A * August 1, 2015 14,600,000 V 9-3/10% December 1, 2025 [32,000,000] 1991 A * September 1, 2015 16,000,000 1991 B * September 1, 2005 16,000,000 1991 C * October 1, 2000 1,000,000 1991 D * October 1, 2000 875,000 W 8-6/10% March 15, 2027 90,000,000 X 7-3/4% June 1, 2004 62,000,000 Y 7-6/10% July 1, 2005 72,000,000 Z 6-1/8% July 15, 1997 55,000,000 AA ____% ___________, 2025 60,000,000** __________ * If variable, not greater than 13%, and, if fixed, not greater than 15%. ** To be presently issued by the Company. IN WITNESS WHEREOF, said Wisconsin Power and Light Company has caused this instrument to be executed in its corporate name by its President, a Senior Vice President or a Vice President and its corporate seal to be hereunto affixed and to be attested and countersigned by its Corporate Secretary or an Assistant Corporate Secretary, and said Firstar Trust Company, for the purpose of entering into and joining with the Company in the execution of this supplemental indenture, has caused this instrument to be executed in its corporate name by its President, a Vice President or an Assistant Vice President and its corporate seal to be hereunto affixed and to be attested and countersigned by its Secretary or an Assistant Secretary, and said Gene E. Ploeger, for the purpose of entering into and joining with the Company in the execution of this supplemental indenture, has signed and sealed this instrument, in several counterparts, all as of the day and year first above written. WISCONSIN POWER AND LIGHT COMPANY By: ______________________________ [Name] [Vice President] ATTEST AND COUNTERSIGNED: By: _________________________ (CORPORATE SEAL) [Name] [Assistant] Corporate Secretary FIRSTAR TRUST COMPANY By: ______________________________ [Name] Vice President ATTEST AND COUNTERSIGNED: By: ________________________ (CORPORATE SEAL) [Name] Assistant Secretary _____________________________(SEAL) GENE E. PLOEGER Executed in the presence of: _________________________ _________________________ Witnesses STATE OF WISCONSIN ) ) SS. COUNTY OF DANE ) Personally came before me, this _____ day of _________, 1995, ________________ and _________________, a [Vice President] and [a] [an Assistant] Corporate Secretary, respectively, of the within-named Wisconsin Power and Light Company, a corporation organized under the laws of the State of Wisconsin, to me known to be the persons who executed the foregoing instrument as such [Vice President] and [Assistant] Corporate Secretary and to me known to be such [Vice President] and [Assistant] Corporate Secretary of said corporation, and acknowledged that they executed the foregoing instrument as such officers as the deed of such corporation by its authority. ________________________________ Notary Public, Dane County, Wisconsin My commission expires: _________ (NOTARIAL SEAL) STATE OF WISCONSIN ) ) SS. COUNTY OF MILWAUKEE ) Personally came before me, this _____ day of __________, 1995: (a) ________________ and _________________, a Vice President and an Assistant Secretary, respectively, of the within-named Firstar Trust Company, a corporation organized under the laws of the State of Wisconsin, to me known to be the persons who executed the foregoing instrument as such Vice President and Assistant Secretary and to me known to be such Vice President and Assistant Secretary of said corporation, and acknowledged that they executed the foregoing instrument as such officers as the deed of such corporation by its authority; and (b) the within-named Gene E. Ploeger, to me known to be the person who executed the foregoing instrument, and acknowledging the same. ________________________________ Notary Public, Milwaukee County, Wisconsin My commission expires: _________ (NOTARIAL SEAL) This instrument was drafted by Russell E. Ryba of the firm of Foley & Lardner, attorneys-at-law, Milwaukee, Wisconsin. SCHEDULE A TO THE SUPPLEMENTAL INDENTURE DATED ___________, 1995 FROM WISCONSIN POWER AND LIGHT COMPANY TO FIRSTAR TRUST COMPANY AND GENE E. PLOEGER, AS TRUSTEES The properties of the Company which, in most instances, have been constructed or acquired by the Company on or subsequent to July 1, 1992, referred to in the following Items First through __________ of the foregoing Supplemental Indenture located in the counties of Adams, Calumet, Columbia, Crawford, Dane, Dodge, Fond du Lac, Grant, Green, Green Lake, Iowa, Jackson, Jefferson, Juneau, Kenosha, Kewaunee, LaFayette, Langlade, Manitowoc, Marathon, Marquette, Menominee, Monroe, Portage, Richland, Rock, Sauk, Shawano, Sheboygan, Vernon, Walworth, Waupaca, Waushara, Winnebago and Wood, in the State of Wisconsin, are described as follows: First: EX-5 4 WP&L EXHIBIT 5 FOLEY & LARDNER A T T O R N E Y S A T L A W FIRSTAR CENTER 777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202-5367 A MEMBER OF GLOBALEX WITH MEMBER OFFICES IN MADISON BERLIN CHICAGO TELEPHONE (414) 271-2400 BRUSSELS WASHINGTON, D.C. DRESDEN JACKSONVILLE TELEX 26-819 FRANKFURT ORLANDO LONDON TALLAHASSEE (FOLEY LARD MIL) PARIS TAMPA SINGAPORE WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART TAIPEI WRITER'S DIRECT LINE July 7, 1995 Wisconsin Power and Light Company 222 West Washington Avenue Madison, Wisconsin 53703 Gentlemen: We have acted as counsel for Wisconsin Power and Light Company, a Wisconsin corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-3, including the Prospectus constituting a part thereof (the "Registration Statement"), to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and relating to the issuance and sale of $60,000,000 principal amount of First Mortgage Bonds, Series AA (the "New Bonds"), by the Company in the manner set forth in the Registration Statement. The New Bonds will be issued under the Indenture of Mortgage or Deed of Trust, dated as of August 1, 1941, between the Company and Firstar Trust Company (f/k/a First Wisconsin Trust Company) and George B. Luhman (Gene E. Ploeger being now the individual trustee), as Trustees (the Indenture of Mortgage or Deed of Trust and all indentures supplemental thereto are collectively referred to herein as the "Indenture"), and a supplemental indenture (the "Supplemental Indenture") providing for the issuance of the New Bonds. In connection with our opinion, we have examined: (a) the Registration Statement, including the Prospectus; (b) the Restated Articles of Organization and By-laws of the Company, as amended; and (c) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. Based upon the foregoing, we are of the opinion that: 1. The Company is a validly existing corporation under the laws of the State of Wisconsin. 2. The New Bonds when executed, authenticated and issued in accordance with the resolutions adopted by the Board of Directors of the Company on June 5 and June 22, 1995 and in the manner and for the consideration contemplated by the Registration Statement will be legally issued, valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors' rights generally or the application of equitable principles; provided, that prior to the issuance of the New Bonds there shall be taken various proceedings in the manner contemplated by us as counsel, which include the following: (a) The completion of the requisite procedure under the applicable provisions of the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended. (b) The completion of the requisite procedure relating to the authorization by the Public Service Commission of Wisconsin of the issuance and sale of the New Bonds; (c) The further authorization by the Board of Directors of the Company or a special committee thereof of the Supplemental Indenture relating to the New Bonds, issuance of the New Bonds and related matters; and (d) The execution, delivery and recording of the Supplemental Indenture and the filing of other documents and the taking of other actions provided in the Indenture with respect to the issuance of additional First Mortgage Bonds thereunder. We hereby consent to the reference to our firm under the caption "Legal Opinions" in the Prospectus which is to be filed as part of the Registration Statement, and to the filing of this opinion as an exhibit to such Registration Statement. In giving this consent, we hereby disclaim that we are experts within the meaning of Section 11 of the Securities Act of 1933, as amended, or within the category of persons whose consent is required by Section 7 of said Act. Very truly yours, FOLEY & LARDNER EX-12 5 WP&L EXHIBIT 12 EXHIBIT 12 WISCONSIN POWER AND LIGHT COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Twelve Months Year Ended Ended December 31, March 31, 1995 1994 1993 1992 1991 1990 Income before interest expense $96,836 $101,613 $95,328 $91,290 $99,515 $95,009 Add: Federal and state income taxes 41,947 44,727 35,667 30,541 33,111 32,636 Estimated interest component of rental payments 2,996 3,067 3,030 2,428 2,965 2,744 ------- ------- ------- ------- ------- ------- Earnings, as adjusted $141,779 $149,407 $134,025 $124,259 $135,591 $130,389 ======= ======= ======= ======= ======= ======= Fixed charges: Interest on bonds $29,431 $28,796 $28,422 $29,254 $30,107 $27,032 Other interest expense 2,575 2,352 3,854 4,146 2,381 4,196 Estimated interest component of rental payments 2,996 3,067 3,030 2,428 2,965 2,744 ------- ------ ------ ------ ------ ------ Total fixed charges $35,002 $34,215 $35,306 $35,828 $35,453 $33,972 ====== ====== ====== ====== ====== ====== Ratio of earnings to fixed charges 4.05X 4.37X 3.80X 3.47X 3.83X 3.84X ====== ====== ====== ====== ====== ======
EX-23 6 WP&L EXHIBIT 23.01 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 1, 1995 included in Wisconsin Power and Light Company's Form 10-K for the year ended December 31, 1994 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Milwaukee, Wisconsin, July 7, 1995. EX-24 7 WP&L EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I L. David Carley hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Daniel A. Doyle, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and re- substitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of First Mortgage Bonds to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the First Mortgage Bonds under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of June, 1995. /s/ L. David Carley L. David Carley POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Rockne G. Flowers hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Daniel A. Doyle, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of First Mortgage Bonds to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the First Mortgage Bonds under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of June, 1995. /s/ Rockne G. Flowers Rockne G. Flowers POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Donald R. Haldeman hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Daniel A. Doyle, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of First Mortgage Bonds to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the First Mortgage Bonds under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of June, 1995. /s/ Donald R. Haldeman Donald R. Haldeman POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Katharine C. Lyall hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Daniel A. Doyle, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of First Mortgage Bonds to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the First Mortgage Bonds under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of June, 1995. /s/ Katharine C. Lyall Katharine C. Lyall POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Arnold M. Nemirow hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Daniel A. Doyle, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of First Mortgage Bonds to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the First Mortgage Bonds under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of June, 1995. /s/ Arnold M. Nemirow Arnold M. Nemirow POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Milton E. Neshek hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Daniel A. Doyle, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of First Mortgage Bonds to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the First Mortgage Bonds under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of June, 1995. /s/ Milton E. Neshek Milton E. Neshek POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Henry C. Prange hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Daniel A. Doyle, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of First Mortgage Bonds to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the First Mortgage Bonds under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of June, 1995. /s/ Henry C. Prange Henry C. Prange POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Judith D. Pyle hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Daniel A. Doyle, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of First Mortgage Bonds to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the First Mortgage Bonds under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of June, 1995. /s/ Judith D. Pyle Judith D. Pyle POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Carol T. Toussaint hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Daniel A. Doyle, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of First Mortgage Bonds to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the First Mortgage Bonds under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of June, 1995. /s/ Carol T. Toussaint Carol T. Toussaint EX-25 8 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 TRUST COMPANY (Exact name of trustee as specified in its charter) Wisconsin 39-0281260 (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) Kevin C. Schuller, Vice President and Assistant Secretary Firstar Trust Company 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Telephone (414) 765-5725 (Name, address, and telephone number of agent for service) Wisconsin Power and Light Company (Exact name of obligor as specified in its charter) Wisconsin 39-0714890 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 222 West Washington Avenue Madison, Wisconsin 53703 (Address of principal executive offices) (Zip Code) First Mortgage Bonds (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. 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 July 7, 1995 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 July 7, 1995 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 July 7, 1995 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 July 7, 1995 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 July 7, 1995 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 July 7, 1995 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 July 7, 1995 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 July 7, 1995 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 Trust Company (f/k/a First Wisconsin Trust Company) 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 (contained in Exhibit 1). 4. A copy of the existing By-Laws of Firstar Trust Company (f/k/a First Wisconsin Trust Company) (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 Trust Company, a corporation organized and existing under the laws of the State of Wisconsin, 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 7th day of July, 1995. FIRSTAR TRUST COMPANY (Trustee) By: /s/JOSEPH S. QUINN Joseph S. Quinn, Vice President (Name and title) By: /s/ YVONNE SIIRA Yvonne Siira, Assistant Secretary (Name and title) EXHIBIT 1 STATE OF WISCONSIN OFFICE OF COMMISSIONER OF BANKING BANKS DIVISION POST OFFICE BOX 7876 MADISON, WISCONSIN 53707-7876 (Telephone: 608-266-1621) AMENDMENT TO ARTICLES CERTIFICATION I, Toby E. Sherry, Commissioner of Banking of the State of Wisconsin, do hereby certify that an amendment to the original Articles of Incorporation of First Wisconsin Trust Company, Milwaukee, Wisconsin, of which a duly verified copy is hereto attached, was on the 17th day of August, A.D. 1992, approved and filed in the Office of Commissioner of Banking. This amendment relates to corporate name and was adopted by stockholders of the above bank on July 16, 1992. IN TESTIMONY WHEREOF, I have set my hand and affixed my official seal. Done at my office in the City of Madison this 17th day of August, A.D. 1992. Toby E. Sherry Commissioner of Banking IMPORTANT: TO BE RECORDED BY THE REGISTER OF DEEDS TOGETHER WITH THE ATTACHED COPY OF THE AMENDMENT We, Robert L. Webster as President, and James D. Hintz as Cashier of Firstar Trust Company do hereby certify that the foregoing is a true copy of an amendment to the Articles of Incorporation of this bank and that at the annual or special meeting of the stockholders of the bank, called for that purpose and held pursuant to the provisions of law, in the office of the bank in the City of Milwaukee, State of Wisconsin, on the 16th day of July, A.D. 1992, the said amendment was duly adopted by the affirmative vote of two-thirds of all capital stock outstanding; that the majority stockholder was present or represented at said meeting; that the entire number of shares outstanding is 10,000; that the number of shares represented at the meeting was 9,952; that upon the adoption of such resolution 9,952 votes were cast in the affirmative; one vote for each share, and that 0 votes were cast in the negative. In Testimony Whereof, Firstar Trust Company has caused these presents to be executed by the President and Cashier thereof and the corporate seal of said bank is hereunto affixed this 28th day of July, A.D. 1992, by its authority. Firstar Trust Company In presence of Sharon L. Gazzana By Robert L. Webster, President Sandra L. Belongia James Hintz, Cashier State of Wisconsin ) ss. Milwaukee County ) Personally came before me this 28th day of July, A.D. 1992, Robert L. Webster as President, and James D. Hintz as Cashier of the Firstar Trust Company, who are to me known to be such President and Cashier, respectively, and to be the persons who executed the foregoing instrument, and acknowledged the same as such officers, for the purposes therein mentioned. Diane M. Rampacek Notary Public Milwaukee County, Wisconsin My commission expires 11/13/94 Amendment to Articles of Incorporation Which Articles were filed/recorded in the office of the Register of Deeds for Milwaukee County on the 6th day of July, 1903. Recorded in Volume S of Corporations, Page 134. At a meeting of the stockholders of First Wisconsin Trust Company of Milwaukee, Wisconsin, held at the office of said bank in said City on the 16th day of July, A.D. 1992, at 9:30 o'clock A.M., of that day, which meeting was called for the purpose of amending the Articles of Incorporation of said bank, and at which meeting 9,952 shares of the capital stock of said bank were duly represented, the following resolutions were adopted: "Resolved That the Articles of Incorporation of the bank be amended by striking out the paragraph relating to the name reading as follows: "The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY, and its location shall be at the City and County of Milwaukee and State of Wisconsin." And Inserting in lieu thereof the following paragraph: "The title of the Corporation shall be Firstar Trust Company, and its location shall be at the City and County of Milwaukee and State of Wisconsin." "It was further resolved, That the President and Cashier of said bank be authorized, under the seal of the Corporation, to file proper certificates of such amendment with the Commissioner of Banking as provided by law." ARTICLES OF ASSOCIATION OF FIRSTAR TRUST COMPANY MILWAUKEE, WISCONSIN KNOW ALL MEN BY THESE PRESENTS, that we, Frederick Pabst, L.J. Petit, Frederick Kasten, Oliver C. Fuller, and Edward P. Vilas, of the City and County of Milwaukee and State of Wisconsin, have associated and do hereby associate for the purpose of forming a corporation, to wit, a trust company bank under and pursuant to the privileges and restrictions of the statutes of the State of Wisconsin, in that behalf made and provided; and particularly Chapters 221 and 223 of said statutes, and thereto adopt the following: Article 1 The purpose and business of this corporation shall be those of both a state bank and a trust company bank as defined by Wisconsin law, this corporation being a trust company bank which has been converted into a state bank in accordance with such law. Article 2 The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY," and its location shall be at the City and County of Milwaukee and State of Wisconsin. Article 3 The capital stock of this Corporation shall be One Million Dollars ($1,000,000), divided into ten thousand (10,000) shares of the par value of One Hundred Dollars ($100) each. Article 4 The Board of Directors shall consist of such number of individuals, not less than fifteen nor more than sixty, as from time to time shall be prescribed in the By-laws, a least two-thirds of whom shall be residents of Wisconsin and the majority of whom shall be residents of Milwaukee County or adjacent counties. Each of said directors shall be elected for a term of one year and until his successor has been elected and qualified. In witness whereof, we have hereunto subscribed our names at Milwaukee, Wisconsin, on this first day of July, A.D. 1903. (Signed) Frederick Pabst L.J. Petit Fred Kasten Oliver C. Fuller Edward P. Vilas State of Wisconsin Milwaukee County On this first day of July, A.D. 1903, personally appeared before me the above signed Frederick Pabst, L.J. Petit, Frederick Kasten, Oliver C. Fuller, and Edward P. Vilas, to me known to be the persons who executed the foregoing instrument and severally acknowledge the same. My commission will expire on the 30th day of December, 1906. (Signed) W.L. Cheney Notary Public Milwaukee County, Wisconsin EXHIBIT 4 As Amended through December 20, 1990 RESTATED BY-LAWS OF FIRSTAR TRUST COMPANY ADOPTED JANUARY 15, 1963 Article 1 The annual meeting of this Corporation for the election of its directors and the transaction of its general business shall be held on the third Thursday of February at the general office of this Corporation in the City of Milwaukee, at 8 o'clock in the morning, or at such other hour and place in the City of Milwaukee as shall be designated by the Board of Directors. If any hour other than 8 o'clock in the morning or any place other than the general office of this Corporation shall be so designated, notice thereof shall be given by mailing the same to each stockholder at his last known address at least ten (10) days prior to the holding of said meeting. Article 2 Special meetings of the stockholders of this Corporation shall be held in the City of Milwaukee and may be called at any time by order of the Chairman of the Board, the President, or one of the Vice Presidents, or by the Board of Directors, by mailing to each stockholder at his last known address at least ten (10) days prior to the date of the holding of such special meeting, a notice specifying the time and place of such special meeting and the business to be transacted thereat, and no other business shall be transacted at said meeting. Article 3 Section 1. Every stockholder may vote and participate at any meeting of stockholders, either in person or by proxy. No proxy shall be recognized unless the same shall be in writing, subscribed by the stockholder nor unless filed with the Secretary prior to the meeting. No active or salaried officer may act as a proxy for a stockholder. Section 2. The Cashier shall maintain a stock book showing the name, residence, and number of shares held by each stockholder, which shall at all times, during the usual hours for transacting business, be subject to inspection by the officers, directors, and stockholders of the Company. Article 4 Section 1. The Board of Directors shall consist of not less than fifteen nor more than thirty directors, the number of directors to be determined by resolution adopted at each annual stockholders' meeting, or at any special stockholders' meeting duly called for such purpose. On and after January 1, 1978, 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 the election. Section 2. The election of directors by the stockholders shall be by ballot or other method as shall be adopted by the stockholders by resolution or motion adopted at the stockholders' meeting. Section 3. A majority of the Board of Directors shall constitute a quorum for the transaction of business; provided that the directors may, once in six (6) months, designate by resolution nine (9) members, any five (5) of whom shall constitute a quorum. Section 4. Minutes of each meeting of the Board of Directors shall disclose the date of such meeting, the names of directors present, and the reasons for the absence of each director not in attendance; shall be subscribed by the presiding officer; and shall be read and approved by the Board of Directors at the next succeeding meeting, the minutes of which shall show such fact. Section 5. A regular meeting of the Board of Directors shall be held at the office of this Corporation in the City of Milwaukee at least once in each month at such time as shall, from time to time, be designated by resolution of the Board of Directors. Section 6. Special meetings of the Board of Directors shall be held at the general office of the Corporation in the City of Milwaukee or at such other place in the City of Milwaukee as shall be designated, and may be called by order of the Chairman of the Board, the President, or by any two of the directors by mailing notice of such meeting and the designated time and place thereof to each of the directors at his last known address two (2) days prior to the holding of such meeting. Article 5 Section 1. An Executive Committee consisting of the Chairman of the Board, the President, and not less than six (6) or more than twelve (12) other directors may be appointed by the Board of Directors to serve until their successors shall be appointed, and such Executive Committee shall direct the management of the affairs of this Corporation in the interim between meetings of the Board of Directors, subject to the control of the Board. The Chairman of the Board, or in his absence (through failure of the Board of Directors to elect a Chairman or otherwise), the President, shall preside at meetings of the Executive Committee. The person from time to time elected Secretary of the Board shall also serve as Secretary of the Executive Committee. Section 2. Meetings of the Executive Committee may be held at any time when the Board of Directors is not in session, and may be prescribed by the Board of Directors or may be called by order of the Chairman of the Board, the President, or by any two (2) members of the Executive Committee, by mailing notice of such meeting designating the time and place thereof, addressed to each member of the Committee at his last known address two (2) days prior to the holding of such meeting, or by personal notice thereof given a sufficient length of time before such meeting to enable members to attend. Section 3. The Executive Committee shall keep full and true minutes of all business transacted at each meeting and shall submit its report together with a copy of the minutes of its proceedings to the Board of Directors at its next meeting thereafter. Section 4. The Board of Directors may appoint an Investment Committee consisting of at least two (2) officers and at least four (4) directors who are not officers, which Committee shall have such duties and authority as the Board of Directors shall from time to time prescribe. Members of such committee shall serve for such periods as the Board shall from time to time prescribe. Section 5. The Board of Directors shall appoint a Loan Committee consisting of three (3) or more directors, which shall meet at least once each month an shall determine policies as to renewals and applications for new loans. All loans shall be presented to the Loan Committee for approval, provided, however, that the Board of Directors may by resolution designate officers who may make loans without the prior approval of the Loan Committee but subject to the provisions of the Wisconsin Statutes, the regulations of the Commissioner of Banks, and these By-laws. Officers designated by the Board may not make unsecured loans in an amount exceeding $10,000, or collateral loans in an amount exceeding $25,000. No loans may be made in an amount exceeding the limits established from time to time by the Board of Directors without securing a sworn financial statement unless such loan is secured by collateral having a value in excess of the amount of the loan. Section 6. Each year the Board of Directors shall appoint, from among its members or stockholders, an Examining Committee, which shall have such duties as shall be prescribed by law. Section 7. The Board of Directors shall have the power to set the banking hours of this bank, subject to the provisions of the Wisconsin Statutes and the regulations of the Commissioner of Banks. Certified copies of all resolutions of the Board pertaining to banking hours shall be furnished to the State Banking Department. Section 8. A detailed statement of all current expenses and taxes paid shall be presented to the Board in writing every month, or more often if required by the Board. Article 6 A written waiver signed by any director or member of any committee shall be the equivalent of due notice to him of any meeting therein mentioned. Article 7 Directors and members of committees appointed by the Board of Directors, except directors or members who are salaried officers or employees of this Corporation, shall be paid such fees for services and attendance at meetings as the Board of Directors shall from time to time prescribe. Article 8 Section 1. The general officers of the Corporation shall be a president, two or more vice presidents, a cashier and one or more assistant cashiers, a secretary and one or more assistant secretaries, one or more trust officers, and such other officers as may be appropriate for the transaction of its business, each of whom shall be elected by a viva voce vote of the Board of Directors, unless objection thereto is made, whereupon such election shall be by ballot. The Chairman of the Board, if there be one, the senior executive officer in charge of conducting the business of this Corporation and the officer in charge of the Trust Department of this Corporation shall be chosen from among the directors. Each of said officers shall be elected for one year and until his successor has been elected and qualified, unless sooner removed by the Board of Directors. Section 2. The Board of Directors shall have authority to define the duties and obligations of all officers, to fix their compensation, to dismiss them at pleasure, to fill vacancies in offices, and to require any officer to provide a satisfactory bond for the faithful performance of his duties. Unless otherwise prescribed by the Board of Directors, each officer shall have the duties and authority prescribed by law or ordinarily incidental to his office in similar corporations. Section 3. The Board of Directors shall designate the officers to be the chief executive officer in charge of the Trust Department of this Corporation. All fiduciary powers of this Corporation shall be exercised through such officer who shall be generally responsible for and supervise and direct the activities of the Trust Department, and do and perform all acts and things necessary and proper in carrying on the business of the Trust Department in accordance with the provisions of applicable laws and regulations and the directions of the Board of Directors, appropriate committees of the Board, and his superior officers, and shall cause to be kept under his supervision books of account of the transactions of this Corporation in a fiduciary capacity. Section 4. The executive officers shall have authority to employ and discharge all necessary agents and servants of this Corporation whose appointments shall not be provided for by the Board, to define their duties, and to fix their compensations. Article 9 The Board of Directors may by resolution provide for this Corporation to indemnify each director or officer, whether or not then in office, against all expense and liability relating to a claim, action, suit, or proceeding against him or to which he may be made a party by reason of his being or having been a director or officer of this Corporation, or of any other company which he served as a director of officer at the request of this Corporation, except in any case where he was finally adjudged to have been derelict in the performance of his duties as such director or officer. Such resolution may include provisions for this Corporation (1) to assume or provide at its expense and risk the defense or settlement of any section, (2) to purchase commercial insurance for the benefit of a director or officer, including one adjudged guilty of negligence or misconduct, and (3) to assume or share any additional expense or liability as the Board of Directors deems warranted upon consideration of the circumstances. Article 10 The Board of Directors may by resolution adopt emergency provisions to prevail notwithstanding any contrary provisions of these By-laws, to take effect when a state of emergency results in this Corporation being unable to continue its normal functions under the direction of established management or at its regular location (which provisions may include, but shall not be limited to procedures for establishing temporary offices, an emergency executive committee, and emergency officer succession). Article 11 The shares of stock of this Corporation shall be transferable only on the books of this Corporation upon surrender of the certificate issued therefor. Article 12 These By-laws may be altered, amended, or repealed in whole or in part in any manner not inconsistent with the provisions of law at any time by a vote of the stockholders representing two-thirds of the capital stock, such a vote to be taken at a general or special meeting, the notice whereof shall specify that it is the intention to consider such amendment and shall contain a full statement of the effect of the amendment proposed. EXHIBIT 6 CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE TRUST INDENTURE ACT OF 1939 Firstar Trust Company, 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 TRUST COMPANY, as Trustee By: /s/ JOSEPH S. QUINN Joseph S. Quinn (Name and title) By: /s/ YVONNE SIIRA Yvonne Siira, Assistant Secretary (Name and title) Dated: July 7, 1995 EXHIBIT 7 PUBLICATION COPY--COMMERCIAL AND SAVINGS BANKS CONSOLIDATED REPORT OF CONDITION (Including Domestic and Foreign Subsidiaries) STATE 035 (3/93) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - LEGAL TITLE OF BANK STATE BANK NO. 12-99 - - - - - - - - - - - - - Firstar Trust Company FEDERAL RESERVE DISTRICT NO. 7 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - CITY COUNTY STATE ZIP CODE CLOSE OF BUSINESS DATE Milwaukee Milwaukee Wisconsin 53202 12/31/94 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Dollar Amounts in Thousands Mil Thou ASSETS 1. Cash and balances due from depository institutions: a. Noninterest-bearing balances and currency and coin . . . . . . . . . 6 286 1.a. b. Interest-bearing balances . . . . . . . . 0 1.b. 2. Securities . . . . . . . . . . . . . . . . . a. Held-to-maturity securities . . . . . . . 20 868 2.b. b. Available-for-sale securities . . . . . . 30 937 2.b. 3. Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: a. Federal funds sold . . . . . . . . . . . 80 000 3.a. b. Securities purchased under agreements to resell . . . . . . . . . . 0 3.b. 4. Loans and lease financing receivables: . . . . . . . . . . . . . . . . a. Loans and leases, net of unearned income . . . . . . . . . . . . . 19,179 4.a. b. LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . . 73 4.b. c. LESS: Allocated transfer risk reserve 0 4.c. d. Loans and leases, net of unearned income, allowance, and reserve (Item 4.a. minus 4.b. and 4.c.) . . . . 19 106 4.d. 5. Assets held in trading accounts . . . . . . 0 5. 6. Promises and fixed assets (including capitalized leases) . . . . . . . . . . . . 966 6. 7. Other real estate owned . . . . . . . . . . 0 7. 8. Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . 0 8. 9. Customers' liability to this bank on acceptances outstanding . . . . . . . . . . 0 9. 10. Intangible assets . . . . . . . . . . . . . 0 10. 11. Other assets . . . . . . . . . . . . . . . 9 909 11. 12. a. Total assets (sum of items 1 through 11) . . . . . . . . . . . . . . . . . . 168 072 12.a. b. Loans deferred pursuant to 12 U.S.C. Section 1823(J) . . . . . . . . . . . . 0 12.b. c. Total assets and losses deferred pursuant to 12 U.S.C. Section 1823(J) (sum of items 12.a. and 12.b.) . . . . 168 072 12.c. LIABILITIES 13. Deposits: a. In domestic offices . . . . . . . . . . 144 778 13.a. (1) Noninterest-bearing . . . . . 144,486 13.a.(1) (2) Interest-bearing . . . . . . . . 292 13.a.(2) b. In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . 0 13.b. (1) Noninterest-bearing . . . . . . None 13.b.(1) (2) Interest-bearing . . . . . . . None 13.b.(2) 14. a. Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries . . 745 14.a. b. Securities sold under agreements to repurchase . . . . . . . . . . . . . 0 14.b. 15. a. Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . 0 15.a. b. Trading liabilities . . . . . . . . . . 0 15.b. 16. Other borrowed money a. With original maturity of one year or less . . . . . . . . . . . . . . . . 371 16.a. b. With original maturity of more than one year . . . . . . . . . . . . . . . 0 16.b. 17. Mortgage indebtedness and obligations under capitalized leases . . . . . . . . . 0 17. 18. Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . 0 18. 19. Subordinated notes and debentures . . . . . 0 19. 20. Other liabilities . . . . . . . . . . . . . 6 799 20. 21. Total liabilities (sum of items 13 through 20) . . . . . . . . . . . . . . . . 152 693 21. 22. Limited-life preferred stock and related surplus . . . . . . . . . . . . . . 0 22. EQUITY CAPITAL 23. Perpetual preferred stock and related surplus (Number of shares outstanding) . . None . 0 23. 24. Common stock (Number of shares a. Authorized . . 10,000 b. Outstanding . 10,000 . . . . . . . 1 000 24. 25. Surplus (exclude all surplus related to preferred stock) . . . . . . . . . . . 12 115 25. 26. a. Undivided profits and capital reserves . . . . . . . . . . . . . . . 2 360 26.a. b. LESS: Net unrealized loss on marketable equity securities . . . . . . . . . . . (96) 26.b. 27. Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . 28. a. Total equity capital (sum of items 23 through 27) . . . . . . . . . . . . 15 379 28.a. b. Losses deferred pursuant to 12 U.S.C. Section 1823(J) . . . . . . . . . . . . 0 28.b. c. Total equity capital and losses deferred pursuant to 12 U.S.C. Section 1823 (J) (sum of items 28.a. and 28.b.) . . . . 15 379 28.c. 29. Total liabilities, limited-life preferred stock, equity capital, and losses deferred pursuant to 12 U.S.C. Section 1823(J) (sum of items 21, 22, and 28.c.) . . . . . . . 168 072 29. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - MEMORANDA: Amounts outstanding as of Report of Condition date: MEMO 1. a. Standby letter of credit. Total . . None 1.a. 1. b. Amount of Standby letters of credit in memo 1.a. conveyed to others through participations . . . . . . None 1.b. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - NOTE: This report must be signed by an authorized officer(s) and attested by not less than three directors other than the officer(s) signing the report. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - I/We, the undersigned officer(s), do hereby declare that this Report of Condition has been prepared in conformance with official instructions and is true and correct to the best of my (our) knowledge and belief. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - SIGNATURE OF OFFICER(S) AUTHORIZED TO SIGN REPORT DATE SIGNED James D. Hintz Jan 30, 1995 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - NAME(S) AND TITLE(S) OF OFFICER(S) AREA CODE/PHONE NO. AUTHORIZED TO SIGN REPORT 414 765-5295 James D. Hintz, First Vice President and Cashier - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with official instructions and is true and correct. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR Blaine E. Rieke Philip R. Smith - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (MAKE MARK FOR State of Wisconsin County of Milwaukee NOTARY'S SEAL) Sworn to and subscribed before me this 30th day of January 1995 and I hereby certify that I am not an officer or director of this bank. Diane M. Rampacek - - - - - - - - -- - - Signature Notary Public My commission expires 1-31 1999 EX-25 9 EXHIBIT 25.02 FORM T-2 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) _________ Gene E. Ploeger ###-##-#### (Name of Trustee) (Social Security Number) 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 (Business address: street, city, state, and zip code) Wisconsin Power and Light Company (Exact name of obligor as specified in its charter) Wisconsin 39-0714890 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 222 West Washington Avenue, Madison, Wisconsin 53703 (Address of principal executive offices) First Mortgage Bonds (Title of indenture securities) 1. Affiliations with obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 2. Trusteeships under other indentures. If the trustee is trustee under another indenture which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, file a copy of each such indenture as an exhibit and furnish the following information: (a) Title of the securities outstanding under each such other indenture. Per General Instruction B to Form T-2, no response is required to this item as the obligor is not presently in default. (b) A brief statement of the facts relied upon by the trustee 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 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-2, no response is required to this item as the obligor is not presently in default. 3. Certain relationships between the trustee and the obligor or an underwriter. If the trustee is a director, officer, partner, employee, appointee, or representative of the obligor or of any underwriter for the obligor, state the nature of each such connection. Per General Instruction B to Form T-2, no response is required to this item as the obligor is not presently in default. 4. Securities of the obligor owned or held by the trustee. Furnish the following information as to securities of the obligor owned beneficially by the trustee or held as collateral security for obligations in default. As of July 7, 1995 Col. A Col. B Col. C Col. D Title of class Whether Amount owned Percentage 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-2, no response is required to this item as the obligor is not presently in default. 5. 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 July 7, 1995 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percentage of issuer and outstanding beneficially or held voting securities title of class as collateral security represented by for obligations amount given in default in Col. C Per General Instruction B to form T-2, no response is required to this item as the obligor is not presently in default. 6. Holdings by the trustee of voting securities of certain affiliates or principal holders of voting securities 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% 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 July 7, 1995 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percentage issuer and outstanding beneficially or held of class title of class as collateral security represented by for obligations amount given in default in Col. C Per General Instruction B to Form T-2, no response is required to this item as the obligor is not presently in default. 7. Holdings by the trustee of any securities of a person owning 50% 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% 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 July 7, 1995 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 Col. C in default Per General Instruction B to Form T-2, no response is required to this item as the obligor is not presently in default. 8. Indebtedness of the obligor to the trustee. None. 9. Defaults by the obligor. None. 10. Affiliations with the underwriters. Per General Instruction B to Form T-2, no response is required to this item as the obligor is not presently in default. 11. List of Exhibits. None. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, I, Gene E. Ploeger, have signed this statement of eligibility and qualification in the City of Milwaukee and State of Wisconsin, on the 7th day of July, 1995. By:/s/GENE E. PLOEGER Gene E. Ploeger -----END PRIVACY-ENHANCED MESSAGE-----