-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O5Qv370y4228M6dZ5q2w7MZHQd8TNVzQ8q+/2mCMTewg1qWbVP2R16UUJbmgyYi7 mHnTwjK2wXRFlISDKVYJ7Q== 0000897069-97-000270.txt : 19970616 0000897069-97-000270.hdr.sgml : 19970616 ACCESSION NUMBER: 0000897069-97-000270 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19970613 SROS: AMEX 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/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-60917 FILM NUMBER: 97624008 BUSINESS ADDRESS: STREET 1: 222 W WASHINGTON AVE CITY: MADISON STATE: WI ZIP: 53703 BUSINESS PHONE: 6082523311 S-3/A 1 WISCONSIN POWER AND LIGHT COMPANY Registration No. 33-60917 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ AMENDMENT NO. 1 to 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) ______________________________ Edward M. Gleason Controller, Treasurer and Corporate Secretary 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 Dennis J. Friedman Foley & Lardner Claude S. Serfilippi 777 East Wisconsin Avenue Chadbourne & Parke LLP Milwaukee, Wisconsin 53202 30 Rockefeller Plaza New York, New York 10112 ________________________ Approximate date of commencement of proposed sale to the public: From time to time 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. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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 Proposed Proposed Title of Each Maximum Maximum Class of Amount Offering Aggregate Amount of Securities to be Price Offering Registration to be Registered Registered Per Unit (1) Price (1) Fee (2) Debt Securities $105,000,000 100% $105,000,000 $34,327 (1) Estimated in accordance with Rule 457(a) under the Securities Act of 1933 solely for purposes of calculating the registration fee. (2) $20,690 of the registration fee was paid with the filing of the Registration Statement on July 7, 1995. ________________________ 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 JUNE 13, 1997 PROSPECTUS $105,000,000 Wisconsin Power and Light Company Debt Securities ____________________ Wisconsin Power and Light Company (the "Company") may from time to time offer up to $105 million aggregate principal amount of its debt securities (the "Debt Securities"). The Debt Securities may be offered in one or more series and may be either First Mortgage Bonds (the "New Bonds") or unsecured debt securities consisting of notes, debentures or other evidences of indebtedness (the "Debentures"). The Debt Securities will be offered to the public on terms determined at the time or times of sale. An accompanying supplement to this Prospectus (the "Prospectus Supplement") will set forth the specific terms and conditions of the Debt Securities offered thereby, including, without limitation, the title, aggregate principal amount, denominations, maturity, rate (which may be fixed or variable) and time of payment of interest, any terms for redemption or conversion, any terms for sinking or analogous fund payment(s), any listing on a registered national securities exchange and the initial public offering price. The Company may sell the Debt Securities to or through underwriters (which may include Merrill Lynch, Pierce, Fenner & Smith Incorporated) or dealers, and may also sell Debt Securities directly to other purchasers or through agents designated from time to time by the Company. See "Plan of Distribution." The names of such underwriters, dealers or agents, any applicable commissions or discounts and the net proceeds to the Company from the sale of the Debt Securities will be set forth in the accompanying Prospectus Supplement. The issue and sale of the Debt Securities are subject to the prior approval and authorization of the Public Service Commission of Wisconsin, which has been or will be obtained prior to the sale of the Debt Securities. 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. 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 SUCH STATE. Merrill Lynch & Co. The date of this Prospectus is , 1997. AVAILABLE INFORMATION 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: Midwest Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and Northeast 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. In addition, the Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of such Web site is http://www.sec.gov. The Company has filed with the Commission a Registration Statement on Form S-3 (together with all amendments, schedules and exhibits thereto referred to herein as the "Registration Statement") under the Securities Act of 1933, as amended, with respect to the Debt 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 which may be inspected and copied in the manner and at the sources described above. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed by the Company (under File No. 0-337) with the Commission pursuant to the Exchange Act (to the extent disclosures therein relate to the Company) are hereby incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1996. 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and 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 by reference in this Prospectus (not including exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to Edward M. Gleason, Controller, Treasurer and Corporate Secretary, Wisconsin Power and Light Company, 222 West Washington Avenue, Madison, Wisconsin 53703 (Telephone: (608) 252-3311). THE COMPANY The Company, a Wisconsin corporation and a subsidiary of WPL Holdings, Inc. ("WPLH"), 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 provides electricity in a service territory of approximately 16,000 square miles. As of December 31, 1996, the Company furnished retail electric service to approximately 385,000 customers in 615 cities, villages and towns, and wholesale electric service to 24 municipal utilities, one privately owned utility, three rural electric cooperatives, one Native American nation 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 1996, the Company's electric operating revenues were derived from the following types of customers: residential and farm--34.2%, industrial--24.4%, commercial--17.9%, wholesale and municipal--22.3% and other--1.2%. The Company's total net generating capability is approximately 2,300 megawatts. The maximum net hourly peak load on the Company's electric system in 1996 was 2,124 megawatts. During 1996, the Company's net kilowatt-hour generation of electricity was derived from the following fuel sources: 84% coal, 12.7% nuclear and 3.3% hydroelectric, oil and natural gas. The Company's electro-generating facilities include: four coal-fired generating stations (including nine units; four jointly owned), seven natural-gas-fired peaking units, eight hydro-electric plants (two jointly owned), one gas-fired steam generating plant and one nuclear power plant (jointly owned). As of December 31, 1996, the Company provided retail natural gas service to approximately 151,000 customers in 243 cities, villages and towns. During 1996, the Company's gas operating revenues were derived from the following types of customers: residential--54.6%, commercial and industrial, firm--30.3%, interruptible--3.2%, transportation and other--11.9%. 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. WPLH, the Company's parent corporation, IES Industries Inc., a holding company incorporated under the laws of State of Iowa ("IES"), and Interstate Power Company, an operating public utility incorporated under the laws of the State of Delaware ("IPC"), among others, have entered into an Agreement and Plan of Merger, dated as of November 10, 1995, as amended (the "Merger Agreement"), providing for: (i) IPC becoming a wholly-owned subsidiary of WPLH and (ii) the merger of IES with and into WPLH, which merger will result in the combination of IES and WPLH as a single holding company. The holding company will be renamed Interstate Energy Corporation ("Interstate Energy"). Under the terms of the Merger Agreement, each outstanding share of IES common stock will be cancelled and converted into the right to receive 1.14 shares of Interstate Energy common stock and each outstanding share of IPC common stock will be cancelled and converted into the right to receive 1.11 shares of Interstate Energy common stock. The outstanding shares of WPLH common stock will remain unchanged and outstanding as shares of Interstate Energy common stock. WPLH, IES and IPC held separate shareowner meetings on September 5, 1996. At these meetings, the shareowners of all three companies approved the Merger Agreement. In addition to shareowner approval, approvals must be secured from regulatory agencies at the federal and state level. The merger partners currently expect the merger to be completed during 1997. Following the merger, the Company will be a subsidiary of Interstate Energy. The merger will not affect the separate corporate existence of the Company nor will it impair the lien of the Company's Indenture of Mortgage or Deed of Trust, dated August 1, 1941, securing its First Mortgage Bonds or the rights and powers of the trustees or debtholders thereunder. USE OF PROCEEDS The Company intends to use the net proceeds from the sale of the Debt Securities offered hereby to repay indebtedness, including the retirement, redemption or refinancing of existing series of the Company's First Mortgage Bonds. Unless otherwise specified in the Prospectus Supplement, any proceeds not used for the foregoing purpose will be added to the general funds of the Company and used for general corporate purposes. RATIOS OF EARNINGS TO FIXED CHARGES Set forth below are the ratios of earnings to fixed charges (unaudited) for the Company for the twelve months ended March 31, 1997 and for the last five years: Twelve Months Ended Year Ended December 31, March 31, 1997 1996 1995 1994 1993 1992 4.35 4.81 4.23 4.29 3.74 3.47 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. DESCRIPTION OF THE NEW 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 First Mortgage Indenture hereinafter referred to and do not constitute bondable property under such First Mortgage Indenture. General The New 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 "First Mortgage Trustee"), as amended by the several indentures supplemental thereto heretofore executed and as to be further amended and supplemented by one or more supplemental indentures creating the series in which the New Bonds are to be issued (said Indenture, as so amended, being herein called the "First Mortgage Indenture"). The following statements, unless the context otherwise indicates, are brief summaries of the substance or general effect of certain provisions of the First Mortgage Indenture, which is filed with the Commission as an exhibit to the Registration Statement for the Debt Securities. Such statements are not complete and are qualified in their entirety by reference to the First Mortgage Indenture. The specific references below are to provisions of the First Mortgage Indenture. Terms Reference is made to the Prospectus Supplement relating to any series of the New Bonds for the following terms thereof, among others: (a) the title or designation of the New Bonds; (b) the date of the New Bonds; (c) the date or dates on which the New Bonds may mature; (d) the rate or rates (which may be fixed or variable) per annum at which the New Bonds will bear interest, if any, and the date from which such interest, if any, will accrue; (e) the times at which any such interest will be payable; (f) any provisions governing redemption, medium of payment and sinking funds or analogous funds; and (g) any limit on the aggregate principal amount of the New Bonds. (Article I, Section 1) Unless otherwise indicated in the Prospectus Supplement relating thereto, (a) the New Bonds are to be issuable only in definitive fully registered form without coupons in denominations of $1,000 and integral multiples of $1,000; (b) the transfer and exchange of the New Bonds will be made without charge, except for any stamp tax or other governmental charge; and (c) the New Bonds will be transferable and exchangeable in Milwaukee, Wisconsin or New York, New York. The New Bonds of a series may be issued in whole or in part in the form of one or more global bonds that will be deposited with, or on behalf of, a depositary identified in the Prospectus Supplement relating to the series. The specific terms of the depositary arrangement with respect to any global bonds of a series will be described in the Prospectus Supplement relating to the series. See "Book- Entry Only System." Maintenance and Repair For all series of First Mortgage Bonds issued prior to the bonds of Series W (the "Series W Bonds"), the First Mortgage Indenture provides that during each year such previously issued bonds are outstanding the Company will expend, and certify to the First Mortgage 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 First Mortgage Indenture is a lien, for (a) maintenance and repair of such properties, (b) bondable property on which the First Mortgage Indenture is a first mortgage lien, and/or (c) retirement of bonds; or will deposit with the First Mortgage 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. (Article VII, Section 1) The supplemental indenture, dated March 1, 1992, creating the Series W Bonds amended the First Mortgage 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 New 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 First Mortgage Indenture also provides that (a) the Company shall maintain the mortgaged properties in good repair and working order; (b) the First Mortgage 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. (Article III, Sections 7 and 8) Security The New Bonds will be secured by the lien of the First Mortgage Indenture and will rank pari passu with all bonds at any time outstanding under the First Mortgage Indenture, except as to differences between series permitted by the First Mortgage Indenture and not affecting the rank of the lien. The First Mortgage 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. (Granting Clause and Excepted Property Clauses) The First Mortgage Indenture contains provisions subjecting "after-acquired property" (other than excepted property) to the lien thereof. (Granting Clause) 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 First Mortgage 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 First Mortgage 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 First Mortgage 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 First Mortgage Indenture is preserved on the property then subject to such lien. The First Mortgage Indenture also does not restrict the amount of unsecured debt (including, without limitation, Debentures) the Company can incur. Other than the security afforded by the lien of the First Mortgage Indenture and the restrictions on the issuance of additional bonds described below, there are no covenants or provisions of the First Mortgage Indenture which provide protection to bondholders in the event of a highly leveraged transaction involving the Company. Release and Substitution of Property The Company may sell or otherwise dispose of property subject to the lien of the First Mortgage Indenture, and the First Mortgage Trustee shall release such property from the lien of the First Mortgage Indenture, upon receipt by the First Mortgage Trustee, or the trustee under any mortgage constituting a prior lien on such property, of any money and/or purchase money obligations received by the Company in consideration for such property in an amount not less than the fair value of such property. (Article VIII, Section 2) Issuance of Additional Bonds The First Mortgage 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 First Mortgage 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 First Mortgage 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 First Mortgage Indenture, which have been retired or for the retirement of which the First Mortgage 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 First Mortgage Indenture; and/or (c) the amount of cash deposited with the First Mortgage 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 First Mortgage Indenture provisions referred to in clauses (a) and (b). (Article II, Sections 2, 3 and 4) 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 First Mortgage Indenture. In connection with the issuance of the Series W Bonds, the supplemental indenture creating such bonds amended the First Mortgage 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 First Mortgage 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 First Mortgage 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 First Mortgage Indenture immediately after such authentication, other than those for the retirement of which the necessary funds are held by the First Mortgage 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 First Mortgage Indenture. (Article II, Section 5) Modification of First Mortgage Indenture The First Mortgage 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 First Mortgage 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 First Mortgage Indenture and (b) any other change not inconsistent with the terms and which would not impair the security of the First Mortgage Indenture. (Article XVI, Section 1) By supplemental indenture dated May 15, 1978, the First Mortgage 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 First Mortgage 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 First Mortgage 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-consenting bondholder of a lien upon the mortgaged property for the security of such bondholder's bonds. (Article XVIII) Other First Mortgage Indenture Provisions The First Mortgage Indenture provides in effect, with respect to (a) bondholders' rights to direct the First Mortgage Trustee to take action thereunder, (b) defaults thereunder and notice to bondholders with respect thereto and (c) compliance with First Mortgage Indenture provisions, as follows: (1) Holders of a majority in principal amount of the bonds secured by the First Mortgage 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 First Mortgage Trustee. However, the First Mortgage Trustee may decline to follow such directions under certain circumstances specified in the First Mortgage Indenture, and is not required to exercise powers of entry or sale under the First Mortgage Indenture. (Article X, Section 12) (2) A "default" or an "event of default" means: (a) failure to pay the principal of any bond secured by the First Mortgage 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 First Mortgage 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. (Article X, Section 1) The First Mortgage 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 First Mortgage Indenture) if it determines in good faith that such withholding is in the interests of the bondholders. (Article XV, Section 2) Upon default, the First Mortgage 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 First Mortgage Indenture to be immediately due and payable. (Article X, Section 4) Upon certain terms and conditions, the declaration of acceleration may be rescinded and waived. (3) The Company shall furnish to the First Mortgage 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 First Mortgage Indenture and other matters. No periodic evidence is required to be filed with the First Mortgage Trustee as to the absence of defaults; and no such evidence is required to be filed as to compliance with the terms of the First Mortgage 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 First Mortgage Indenture and of an opinion of counsel with respect to the lien of the First Mortgage Indenture. Relationships with the First Mortgage Trustee The Company maintains general checking accounts with several banks which are affiliates of the First Mortgage 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, WPLH, each maintain short-term borrowing agreements with the First Mortgage Trustee pursuant to which the Company and WPLH may borrow up to $50 million and $50 million, respectively. Judith D. Pyle, a Director of the Company, is a Director of the First Mortgage Trustee's parent corporation, Firstar Corporation. DESCRIPTION OF THE DEBENTURES The Debentures will be issued in one or more series under an Indenture (the "Unsecured Debt Indenture") between the Company and Firstar Trust Company, as Trustee (the "Unsecured Debt Trustee"), the form of which is filed as an exhibit to the Registration Statement for the Debt Securities. The following summaries of certain provisions of the Unsecured Debt Indenture and the Debentures do not purport to be complete and are subject to, and qualified in their entirety by reference to, all of the provisions of the Unsecured Debt Indenture and any Officers' Certificates or supplemental indentures relating thereto, including the definitions therein of certain terms. Whenever particular Sections or defined terms of the Unsecured Debt Indenture are referred to herein or in a Prospectus Supplement, such Sections or defined terms are incorporated by reference herein or therein, as the case may be. The term "Securities," as used under this heading, refers to all Securities issued under the Unsecured Debt Indenture and includes the Debentures. General The Unsecured Debt Indenture will not limit the amount of Securities that can be issued thereunder and provides that the Securities may be issued from time to time in one or more series pursuant to the terms of one or more Officers' Certificates or supplemental indentures creating such series. As of the date of this Prospectus, there were no Securities outstanding under the Unsecured Debt Indenture. The Debentures will be unsecured and will rank on a parity with all other unsecured and unsubordinated debt of the Company. Although the Unsecured Debt Indenture provides for the possible issuance of Securities in other forms or currencies, the only Securities covered by this Prospectus will be Securities denominated in U.S. dollars in registered form without coupons. Substantially all of the permanent fixed properties of the Company are subject to the lien of the First Mortgage Indenture under which the Company's First Mortgage Bonds are outstanding. See "Description of the New Bonds." Terms Reference is made to the Prospectus Supplement relating to any series of the Debentures for the following terms thereof, among others: (a) the title or designation, aggregate principal amount, currency or composite currency and denominations of the Debentures; (b) the price at which the Debentures will be issued and, if an index formula or other method is used, the method for determining amounts of principal or interest; (c) the maturity date and other dates, if any, on which principal will be payable; (d) the rate or rates (which may be fixed or variable) per annum at which the Debentures will bear interest, if any; (e) the date or dates from which interest will accrue and on which interest will be payable, and the record dates for the payment of interest; (f) the manner of paying principal and interest; (g) the place or places where principal and interest will be payable; (h) the terms of any mandatory or optional redemption by the Company; (i) the terms of any redemption at the option of Holders; (j) whether the Debentures are to be issuable as registered Securities, bearer Securities, or both, and whether and upon what terms any registered Securities may be exchanged for bearer Securities and vice versa; (k) whether the Debentures are to be represented in whole or in part by a Security in global form and, if so, the terms thereof and the identity of the depositary for any global Security; (l) any tax indemnity provisions; (m) if the Debentures provide that payments of principal or interest may be made in a currency other than that in which Debentures are denominated, the manner for determining such payments; (n) the portion of principal payable upon acceleration of a Discounted Security (as defined below); (o) whether and upon what terms Debentures may be defeased; (p) whether the covenant referred to below under "Certain Covenants--Limitations on Liens" applies, and any events of default or restrictive covenants in addition to or in lieu of those set forth in the Unsecured Debt Indenture; (q) provisions for electronic issuance of Debentures or for Debentures in uncertificated form; and (r) any additional provisions or other special terms not inconsistent with the provisions of the Unsecured Debt Indenture, including any terms that may be required or advisable under United States or other applicable laws or regulations, or advisable in connection with the marketing of the Debentures. (Section 2.01) The Securities of a series may be issued in whole or in part in the form of one or more global Securities that will be deposited with, or on behalf of, a depositary identified in the Prospectus Supplement relating to the series. Global Securities may be issued in registered, bearer or uncertificated form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part for Securities in definitive form, a global Security may not be transferred except as a whole by the depositary to a nominee or a successor depositary. (Section 2.12) The specific terms of the depositary arrangement with respect to any Securities of a series will be described in the Prospectus Supplement relating to the series. See "Book-Entry Only System." Securities of any series may be issued as registered Securities, bearer Securities or uncertificated Securities, as specified in the terms of the series. (Section 2.01) Unless otherwise indicated in the Prospectus Supplement, registered Securities will be issued in denominations of $1,000 and whole multiples thereof and bearer Securities will be issued in denominations of $5,000 and whole multiples thereof. One or more global Securities will be issued in a denomination or aggregate denominations equal to the aggregate principal amount of outstanding Securities of the series to be represented by such global Security or Securities. (Section 2.12) In connection with its original issuance, no bearer Security will be offered, sold, resold, or mailed or otherwise delivered to any location in the United States and a bearer Security in definitive form may be delivered in connection with its original issuance only if the person entitled to receive the bearer Security furnishes certification as described in United States Treasury regulation section 1.163-5(c)(2)(i)(D)(3). (Section 2.04) For purposes of this Prospectus, unless otherwise indicated, "United States" means the United States of America (including the States thereof and the District of Columbia), its territories and possessions and all other areas subject to its jurisdiction. "United States person" means a citizen or resident of the United States, any corporation, partnership or other entity created or organized in or under the laws of the United States or a political subdivision thereof or any estate or trust the income of which is subject to United States federal income taxation regardless of its source. Any special United States Federal income tax considerations applicable to bearer Securities will be described in the Prospectus Supplement relating thereto. To the extent set forth in the Prospectus Supplement, except in special circumstances set forth in the Unsecured Debt Indenture, principal and interest on bearer Securities will be payable only upon surrender of bearer Securities and coupons at a paying agency of the Company located outside of the United States. During any period thereafter for which it is necessary in order to conform to United States tax law or regulations, the Company will maintain a paying agent outside the United States to which the bearer Securities and coupons may be presented for payment and will provide the necessary funds therefor to the paying agent upon reasonable notice. (Section 2.04) Registration of transfer of registered Securities may be requested upon surrender thereof at any agency of the Company maintained for that purpose and upon fulfillment of all other requirements of the agent. (Sections 2.03 and 2.07) Bearer Securities and the coupons related thereto will be transferable by delivery. Securities may be issued under the Unsecured Debt Indenture as Discounted Securities to be offered and sold at a substantial discount from the principal amount thereof. Special United States Federal income tax and other considerations applicable thereto will be described in the Prospectus Supplement relating to such Discounted Securities. "Discounted Security" means a Security where the amount of principal due upon acceleration is less than the stated principal amount of such Security. Certain Covenants The Debentures will not be secured by any properties or assets and will represent unsecured debt of the Company. The Unsecured Debt Indenture does not limit the amount of unsecured debt that the Company can incur. As indicated under "General" above, substantially all of the permanent fixed properties of the Company are subject to the lien of the First Mortgage Indenture securing the Company's First Mortgage Bonds. As discussed below, the Unsecured Debt Indenture includes certain limitations on the Company's ability to create liens. Such limitations will apply if the Officers' Certificate or supplemental indenture establishing the terms of a series so provides. If applicable, the limitations are subject to a number of qualifications and exceptions. The Unsecured Debt Indenture does not limit the Company's ability to issue additional First Mortgage Bonds or to enter into sale and leaseback transactions. The covenant described below will apply if so indicated in a Prospectus Supplement. Any obligations under the Unsecured Debt Indenture are subject to termination upon defeasance. See "Legal Defeasance and Covenant Defeasance" below. Also, unless otherwise indicated in a Prospectus Supplement, the Unsecured Debt Indenture does not afford holders of the Securities protection in the event of a highly leveraged or other transaction involving the Company that may adversely affect holders of the Securities. Limitations on Liens. The Unsecured Debt Indenture provides that, so long as there remain outstanding any Securities of any series to which this limitation applies, and subject to termination as referred to above, the Company will not, and will not permit any Subsidiary to, create or suffer to be created or to exist any mortgage, pledge, security interest, or other lien (collectively, "Lien") on any of its properties or assets now owned or hereafter acquired to secure any indebtedness, without making effective provision whereby the Securities of such series shall be equally and ratably secured. This restriction does not apply to or prevent the creation or existence of (a) the First Mortgage Indenture securing the Company's First Mortgage Bonds or any indenture supplemental thereto subjecting any property to the Lien thereof or confirming the Lien thereof upon any property, whether owned before or acquired after the date of the Unsecured Debt Indenture; (b) Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise (or on the property of a Subsidiary at the date it became a Subsidiary), or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any such Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; (c) any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens (including, without limitation, the First Mortgage Indenture) permitted by the foregoing clauses (a) and (b); (d) the pledge of any bonds or other securities at any time issued under any of the Liens permitted by clauses (a), (b) or (c) above; or (e) Permitted Encumbrances. (Section 4.07) "Permitted Encumbrances" include, among other items, (a) the pledge or assignment in the ordinary course of business of electricity, gas (either natural or artificial) or steam, accounts receivable or customers' installment paper, (b) Liens affixing to property of the Company or a Subsidiary at the time a Person consolidates with or merges into, or transfers all or substantially all of its assets to, the Company or a Subsidiary, provided that in the opinion of the Board of Directors of the Company or Company management (evidenced by a certified Board resolution or an Officers' Certificate delivered to the Unsecured Debt Trustee) the property acquired pursuant to the consolidation, merger or asset transfer is adequate security for the Lien; and (c) Liens or encumbrances not otherwise permitted if, at the incurrence of and after giving effect thereto, the aggregate of all obligations of the Company and its Subsidiaries secured thereby does not exceed 10% of Tangible Net Worth. "Tangible Net Worth" means (i) common stockholders' equity appearing on the most recent balance sheet of the Company (or consolidated balance sheet of the Company and its Subsidiaries if the Company then has one or more consolidated Subsidiaries) prepared in accordance with generally accepted accounting principles less (ii) intangible assets (excluding intangible assets recoverable through rates as prescribed by applicable regulatory authorities). (Section 4.06) Further, this restriction will not apply to or prevent the creation or existence of leases made, or existing on property acquired, in the ordinary course of business. (Section 4.07) Other Covenants. Any other restrictive covenants which may apply to a particular series of Securities will be described in the Prospectus Supplement relating thereto. Successor Obligor The Unsecured Debt Indenture provides that, unless otherwise specified in the Officers' Certificate or supplemental indenture establishing a series of Securities, the Company will not consolidate with or merge into, or transfer all or substantially all of its assets to, any person, unless (a) the Person is organized under the laws of the United States or a State thereof; (b) the Person assumes by supplemental indenture all the obligations of the Company under the Unsecured Debt Indenture, the Securities and any coupons; and (c) immediately after the transaction no Default (as defined) exists. The successor will be substituted for the Company, and thereafter all obligations of the Company under the Unsecured Debt Indenture, the Securities and any coupons shall terminate. (Section 5.01) Exchange of Securities Registered Securities may be exchanged for an equal aggregate principal amount of registered Securities of the same series and date of maturity in such authorized denominations as may be requested upon surrender of the registered Securities at an agency of the Company maintained for such purpose and upon fulfillment of all other requirements of the agent. (Section 2.07) To the extent permitted by the terms of a series of Securities authorized to be issued in registered form and bearer form, bearer Securities may be exchanged for an equal aggregate principal amount of registered or bearer Securities of the same series and date of maturity in such authorized denominations as may be requested upon surrender of the bearer Securities with all unpaid coupons relating thereto (except as may otherwise be provided in the Securities) at an agency of the Company maintained for such purpose and upon fulfillment of all other requirements of the agent. (Section 2.07) As of the date of this Prospectus, it is expected that the terms of a series of Securities will not permit registered Securities to be exchanged for bearer Securities. Defaults and Remedies Unless the Officers' Certificate or supplemental indenture establishing the series otherwise provides, an "Event of Default" with respect to a series of Securities will occur if: (1) the Company defaults in any payment of interest on any Securities of the series when the same becomes due and payable and the Default continues for a period of 60 days; (2) the Company defaults in the payment of the principal of any Securities of the series when the same becomes due and payable at maturity or upon redemption, acceleration or otherwise; (3) the Company defaults in the payment or satisfaction of any sinking fund obligation with respect to any Securities of a series as required by the Officers' Certificate or supplemental indenture establishing such series and the Default continues for a period of 60 days; (4) the Company defaults in the performance of any of its other agreements applicable to the series and the Default continues for 90 days after the notice specified below; (5) the Company pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case, (b) consents to the entry of an order for relief against it in an involuntary case, (c) consents to the appointment of a Custodian for it or for all or substantially all of its property, or (d) makes a general assignment for the benefit of its creditors; (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company in an involuntary case, (b) appoints a Custodian for the Company or for all or substantially all of its property, or (c) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or (7) there occurs any other Event of Default provided for in the series. (Section 6.01) The term "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law. (Section 6.01) "Default" means any event which is, or after notice or passage of time would be, an Event of Default. A Default under subparagraph (4) above is not an Event of Default until the Unsecured Debt Trustee or the Holders of at least 25% in principal amount of the series notify the Company of the Default and the Company does not cure the Default within the time specified after receipt of the notice. (Section 6.01) The Unsecured Debt Trustee may require indemnity reasonably satisfactory to it before it enforces the Unsecured Debt Indenture or the Securities of the series. (Section 7.01) Subject to certain limitations, Holders of a majority in principal amount of the Securities of the series may direct the Unsecured Debt Trustee in its exercise of any trust or power. (Section 6.05) The Unsecured Debt Trustee may withhold from Securityholders of the series notice of any continuing Default (except a Default in payment of principal or interest) if it in good faith determines that withholding notice is in their interest. (Section 7.04) The Company is required to furnish the Unsecured Debt Trustee, not less than annually, a brief certificate as to the Company's compliance with all conditions and covenants under the Unsecured Debt Indenture. (Section 4.04) The failure to redeem any Securities subject to a Conditional Redemption (as defined) is not an Event of Default if any event on which such redemption is so conditioned does not occur before the redemption date. (Section 6.01) The Unsecured Debt Indenture does not have a cross-default provision. Thus, a default by the Company on any other debt would not constitute an Event of Default. Amendments and Waivers The Unsecured Debt Indenture and the Securities or any coupons of the series may be amended, and any default may be waived as follows: The Securities and the Unsecured Debt Indenture may be amended with the consent of the Holders of a majority in principal amount of the Securities of all series affected voting as one class. (Section 9.02) A Default on a series may be waived with the consent of the holders of a majority in principal amount of the Securities of the series. (Section 6.04) However, without the consent of each Securityholder affected, no amendment or waiver may (a) reduce the amount of Securities whose Holders must consent to an amendment or waiver, (b) reduce the interest on or change the time for payment of interest on any Security, (c) change the fixed maturity of any Security, (d) reduce the principal of any non-Discounted Security or reduce the amount of principal of any Discounted Security that would be due on acceleration thereof, (e) change the currency in which principal or interest on a Security is payable, or (f) waive any Default in payment of interest on or principal of a Security. (Sections 6.04 and 9.02) Without the consent of any Securityholder, the Unsecured Debt Indenture, the Securities or any coupons may be amended to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityholders in the event of a merger or consolidation requiring such assumption; to provide that specific provisions of the Unsecured Debt Indenture shall not apply to a series of Securities not previously issued; to create a series and establish its terms; to provide for a separate Unsecured Debt Trustee for one or more series; or to make any change that does not materially adversely affect the rights of any Securityholder. (Section 9.01) Legal Defeasance and Covenant Defeasance Securities of a series may be defeased in accordance with their terms and, unless the Officers' Certificate or supplemental indenture establishing the terms of the series otherwise provides, as set forth below. The Company at any time may terminate as to a series all of its obligations (except for certain obligations, including obligations with respect to the defeasance trust and obligations to register the transfer or exchange of a Security, to replace destroyed, lost or stolen Securities and coupons and to maintain agencies in respect of the Securities) with respect to the Securities of the series and any related coupons and the Unsecured Debt Indenture ("legal defeasance"). The Company at any time may terminate as to a series its obligations with respect to the Securities and coupons of the series under the covenant described under "Certain Covenants--Limitations on Liens" and any other restrictive covenants which may be applicable to a particular series ("covenant defeasance"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to the covenant described under "Certain Covenants--Limitations on Liens" or any other restrictive covenants which may be applicable to a particular series. (Section 8.01) To exercise either defeasance option as to a series, the Company must deposit in trust (the "defeasance trust") with the Unsecured Debt Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on the Securities of the series to redemption or maturity and must comply with certain other conditions. In particular, the Company must obtain an opinion of tax counsel that the defeasance will not result in recognition of any gain or loss to holders for Federal income tax purposes. "U.S. Government Obligations" are direct obligations of the United States of America which have the full faith and credit of the United States of America pledged for payment and which are not callable at the issuer's option, or certificates representing an ownership interest in such obligations. (Section 8.02) Regarding the Unsecured Debt Trustee Firstar Trust Company will act as Unsecured Debt Trustee and Registrar for Securities issued under the Unsecured Debt Indenture and, unless otherwise indicated in a Prospectus Supplement, the Unsecured Debt Trustee will also act as Transfer Agent and Paying Agent with respect to the Securities. (Section 2.03) The Company may remove the Unsecured Debt Trustee with or without cause if the Company so notifies the Unsecured Debt Trustee six months in advance and if no Default occurs during the six-month period. (Section 7.07) The Unsecured Debt Trustee is also one of the trustees under the First Mortgage Indenture for the Company's First Mortgage Bonds, including the New Bonds, and provides services for the Company and certain affiliates, including WPLH. See "Description of the New Bonds--Relationships with the First Mortgage Trustee." BOOK-ENTRY ONLY SYSTEM The Debt Securities of any series may be issued initially in the form of one or more global securities under a book-entry only system operated by a securities depository. Unless otherwise specified in the Prospectus Supplement, the Depository Trust Company ("DTC") will act as securities depository for the Debt Securities, which would be registered in the name of CEDE & Co., as registered securityholder and nominee for DTC. Individual purchases of Book-Entry Interests (as herein defined) in any such Debt Securities will be made in book-entry form. Purchasers of Book-Entry Interests in such Debt Securities will not receive certificates representing their interests in such Debt Securities. So long as CEDE & Co., as nominee of DTC, is the securityholder, references herein to holders of the Debt Securities or registered owners will mean CEDE & Co., rather than the owners of Book-Entry Interests in Debt Securities. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities deposited by its participants (the "DTC Participants") and facilitates the settlement of securities transactions among DTC Participants in such securities through electronic computerized book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. Direct DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (including, possibly, the underwriters with respect to the Debt Securities), together with the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc., own DTC. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the "Indirect Participants"). DTC Participants purchasing Book-Entry Interests (as defined below) in any Debt Securities will not receive certificates. Each DTC Participant will receive a credit balance in the records of DTC in the amount of such DTC Participant's interest in such Debt Securities, which will be confirmed in accordance with DTC's standard procedures. The ownership interest of each actual purchaser of a Book-Entry Interest in a Debt Security (the "Book-Entry Interests") will be recorded through the records of the DTC Participant or through the records of the Indirect Participant. Owners of Book-Entry Interests should receive from the DTC Participant or Indirect Participant a written confirmation of their purchase providing details of the Book-Entry Interests acquired. Transfers of Book-Entry Interests will be accomplished by book entries made by the DTC Participants or Indirect Participants who act on behalf of the owners of Book-Entry Interests. Owners of Book-Entry Interests will not receive certificates representing their ownership of Book-Entry Interests with respect to any Debt Securities except as described below upon the resignation of DTC. Under the First Mortgage Indenture and the Unsecured Debt Indenture, payments made by the respective Trustee to DTC or its nominee will satisfy the Company's obligations under the First Mortgage Indenture or the Unsecured Debt Indenture, as the case may be, to the extent of the payments so made. Owners of Book-Entry Interests will not be or be considered by the Company or the respective Trustee to be, and will not have any rights as, holders of New Bonds under the First Mortgage Indenture or Debentures under the Unsecured Debt Indenture, as the case may be. NEITHER THE COMPANY NOR THE TRUSTEES UNDER THE FIRST MORTGAGE INDENTURE AND UNSECURED DEBT INDENTURE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANT, INDIRECT PARTICIPANT OR ANY OWNER OF A BOOK-ENTRY INTEREST OR ANY OTHER PERSON NOT SHOWN ON THE REGISTRATION BOOKS OF SUCH TRUSTEE AS BEING A HOLDER OF DEBT SECURITIES WITH RESPECT TO: (1) ANY NEW BONDS OR DEBENTURES, AS THE CASE MAY BE; (2) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT; (3) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY OWNER OF A BOOK-ENTRY INTEREST IN RESPECT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON SUCH DEBT SECURITIES; (4) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY NOTICE TO ANY OWNER OF A BOOK-ENTRY INTEREST WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE FIRST MORTGAGE INDENTURE OR UNSECURED DEBT INDENTURE TO BE GIVEN TO HOLDERS OF NEW BONDS OR DEBENTURES, RESPECTIVELY; (5) THE SELECTION OF THE OWNERS OF A BOOK-ENTRY INTEREST TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF ANY DEBT SECURITIES; OR (6) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE AS HOLDER OF DEBT SECURITIES. Principal and redemption price of, and interest payments on, Debt Securities registered in the name of DTC or its nominee will be made to DTC or such nominee, as registered owner of such Debt Securities. DTC is responsible for disbursing such payments to the appropriate DTC Participants and such DTC Participants, and any Indirect Participants, are in turn responsible for disbursing the same to the owners of Book-Entry Interests. Unless it has reason to believe it will not receive payment, DTC's current practice is to credit the accounts of the DTC Participants on a payment date in accordance with their respective holdings shown on the records of DTC. Payments by DTC Participants and Indirect Participants to owners of Book-Entry Interests will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of such DTC Participant or Indirect Participant and not of DTC, the Company or the respective Trustee, subject to any statutory and regulatory requirements as may be in effect from time to time. DTC Participants and Indirect Participants carry the "position" of the ultimate Book-Entry Interest owner on their records, and will be responsible for providing information to the ultimate Book-Entry Interest owner as to the Debt Securities in which the Book-Entry Interest is held, debt service payments received, and other information. Each person for whom a DTC Participant or Indirect Participant acquires an interest in Debt Securities, as nominee, may desire to make arrangements with such DTC Participant or Indirect Participant to receive a credit balance in the records of such DTC Participant or Indirect Participant, to have all notices of redemption or other communications to or by DTC which may affect such persons forwarded in writing by such DTC Participant or Indirect Participant, and to have notification made of all debt service payments. Purchases, transfers and sales of Book-Entry Interests by the ultimate Book-Entry Interest owners may be made through book entries made by DTC Participants or Indirect Participants or others who act for the ultimate Book-Entry Interest owner. The respective Trustee under the First Mortgage Indenture and Unsecured Debt Indenture, the Company and the underwriters, as such, have no role in those purchases, transfers or sales. Owners of Book-Entry Interests may be charged a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation to any transfer or exchange of a Book-Entry Interest. Each Trustee will recognize and treat DTC (or any successor securities depository) or its nominee as the holder of Debt Securities registered in its name or the name of its nominee for all purposes, including payment of debt service, notices, enforcement of remedies and voting. Under DTC's current practice, a proxy will be given to the DTC Participants holding Book-Entry Interests in Debt Securities in connection with any matter on which holders of such Debt Securities are asked to vote or give their consent. Crediting of debt service payments and transmittal of notices and other communications by DTC to DTC Participants, by DTC Participants to Indirect Participants and by DTC Participants and Indirect Participants to the ultimate Book-Entry Interest owners are the responsibility of those persons and will be handled by arrangements among them and are not the responsibility of either Trustee, the Company or any underwriter, as such. Each Trustee, so long as a book-entry system is used for any series of Debt Securities, will send any notice of redemption and any other notices required by the First Mortgage Indenture or Unsecured Debt Indenture to be sent to holders of such New Bonds or Debentures, respectively, only to DTC (or such successor securities depository) or its nominee. Any failure of DTC to advise any DTC Participant, or of any DTC Participant or Indirect Participant to notify the Book-Entry Interest owner, of any such notice and its content or effect will not affect the validity of the redemption of the Debt Securities called for redemption, or any other action premised on that notice. In the event of a call for redemption, the Trustee's notification to DTC will initiate DTC's standard call process, and, in the event of a partial call, its lottery process by which the call will be randomly allocated to DTC Participants holding positions in the Debt Securities to be redeemed. When DTC and DTC Participants allocate the call for redemption, the owners of the Book- Entry Interests that have been called should be notified by the broker or other person responsible for maintaining the records of those interests and subsequently credited by that person with the proceeds once such Debt Securities are redeemed. The Company, the Trustees under the First Mortgage Indenture and the Unsecured Debt Indenture and any underwriter or agent cannot and do not give any assurances that DTC, DTC Participants or others will distribute payments of debt service on Debt Securities made to DTC or its nominee as the registered owner, or any redemption or other notices, to the Book-Entry Interest owners, or that they will do so on a timely basis, or that DTC will serve and act in the manner described in this Prospectus. The Company understands that the current "Rules" applicable to DTC and DTC Participants are on file with the Commission, and that the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. If DTC is at any time unwilling or unable to continue as depository, and a successor depository is not appointed by the Company within 90 days, the Company will issue individual certificates to owners of Book-Entry Interests in exchange for the Debt Securities held by DTC or its nominee, as the case may be. In such instance, an owner of a Book- Entry Interest will be entitled to physical delivery of certificates equal in principal amount to such Book-Entry Interest and to have such certificates registered in its name. Individual certificates so issued will be issued in denominations of $1,000 or any multiple thereof. Neither the Company, the Trustees under the First Mortgage Indenture and the Unsecured Debt Indenture nor any underwriter makes any representation as to the accuracy of the above description of DTC's business, organization and procedures, which is based upon information furnished by DTC. PLAN OF DISTRIBUTION The Company may sell the Debt Securities in one or more of the following ways: (a) through underwriters or dealers; (b) directly to a limited number of purchasers or to a single purchaser; or (c) through agents. The Prospectus Supplement with respect to each series of the Debt Securities sets forth, among other things, the terms of the offering of the Debt Securities, including the name or names of the underwriters, dealers or agents, the purchase price of the Debt Securities and proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters' or agents' compensation and any discounts and commissions allowed or reallowed or paid to dealers and any registered securities exchanges on which the Debt Securities may be listed. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If any series of the Debt Securities are sold to underwriters or dealers, the Prospectus Supplement relating thereto will describe the nature of the obligation of the underwriters or dealers to purchase and pay for the Debt Securities. The Debt Securities may be offered to the public either through an underwriting syndicate represented by Merrill Lynch, Pierce, Fenner & Smith Incorporated as managing underwriter, or directly by such firm acting as an underwriter. The underwriter or underwriters with respect to a particular underwritten offering of the Debt Securities will be named in the Prospectus Supplement relating to such offering, and if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover of such Prospectus Supplement. Unless otherwise set forth in the Prospectus Supplement, the obligations of underwriters to purchase the Debt Securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all the Debt Securities if any are purchased. The distribution of the Debt Securities by the underwriters may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Debt Securities may be sold directly by the Company or through agents designated by the Company from time to time. Any agent involved in the offer or sale of the Debt Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement relating thereto. Unless otherwise indicated in the Prospectus Supplement, any such agent is acting on a best efforts basis for the period of its agency. Underwriters, dealers or agents designated by the Company in connection with the distribution of the Debt Securities may be entitled to indemnification by the Company against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribution with respect to payments which the underwriters or agents may be required to make in respect thereof. In the event that the Debt Securities are not listed on a registered national securities exchange, certain broker-dealers may make a market in the Debt Securities, but will not be obligated to do so and may discontinue any market-making at any time without notice. No assurance can be given that any broker-dealer will make a market in the Debt Securities or as to the liquidity of the trading market for the Debt Securities, whether or not the Debt Securities are listed on a registered national securities exchange. The Prospectus Supplement with respect to any series of the Debt Securities will state, if known, whether or not any broker-dealer intends to make a market in the Debt Securities. If no such determination has been made, the Prospectus Supplement will so state. LEGAL OPINIONS The validity of the Debt Securities will be passed upon for the Company by Foley & Lardner, Milwaukee, Wisconsin. Certain legal matters will be passed upon for the underwriters, dealers, purchasers or agents by Chadbourne & Parke LLP, New York, New York. EXPERTS The consolidated financial statements and schedule of the Company at December 31, 1996 and 1995 and for each of the three years in the period ending December 31, 1996 incorporated by reference in this Prospectus and in the Registration Statement 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 accounting and auditing in giving said reports. No dealer, salesperson 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 $105,000,000 and, if given or made, such information or representations must not be relied upon as [WP&L LOGO] having been authorized. Neither the delivery of this Prospectus nor any sale made hereunder Debt Securities 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 PROSPECTUS 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 Merrill Lynch & Co. Prospectus Available Information ....... 2 Incorporation of Certain Documents by Reference..... 2 The Company.................. 3 Use of Proceeds.............. 4 Ratios of Earnings to Fixed Charges.............. 4 Description of the New Bonds...................... 4 Description of the Debentures................. 9 Book-Entry Only System.......16 Plan of Distribution.........19 Legal Opinions...............20 Experts......................20 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 . . $ 34,327 Fee of Public Service Commission of Wisconsin . . . . . 1,000 Printing and Engraving Expenses . . . . . . . . . . . 30,000 Fees of Rating Agencies . . . . . . . . . . . . . . . . 23,200 Trustee Fees and Expenses . . . . . . . . . . . . . . 13,000 Accounting Fees and Expenses . . . . . . . . . . . . 15,000 Legal Fees and Expenses . . . . . . . . . . . . . . . . 60,000 Blue Sky Fees and Expenses . . . . . . . . . . . . . . 5,000 Miscellaneous Expenses . . . . . . . . . . . . . . . . 8,473 --------- Total . . . . . . . . . . . . . . . . . . . . . $ 190,000 ========= Item 15. Indemnification of Directors and Officers. Pursuant to the provisions of the Wisconsin Business Corporation Law and Article X of the Registrant's Bylaws, 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 Bylaws 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 forms of Underwriting Agreements for the Debt Securities contain 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. The exhibits listed in the accompanying Exhibit Index are filed (except where otherwise indicated) as part of this Registration Statement. Item 17. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) 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. (c) 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. (d) 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 amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of Wisconsin, on June 12, 1997. 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 Executive June 12, 1997 Erroll B. Davis, Jr. Officer and Director (Principal Executive Officer) /s/ Edward M. Gleason Controller, Treasurer and June 12, 1997 Edward M. Gleason Corporate Secretary (Principal Financial and Accounting Officer) L. David Carley* Director June 12, 1997 Rockne G. Flowers* Director June 12, 1997 Donald R. Haldeman* Director June 12, 1997 Katharine C. Lyall* Director June 12, 1997 Arnold M. Nemirow* Director June 12, 1997 Milton E. Neshek* Director June 12, 1997 Henry C. Prange* Director June 12, 1997 Judith D. Pyle* Director June 12, 1997 Carol T. Toussaint* Director June 12, 1997 * By: /s/ Erroll B. Davis, Jr. Erroll B. Davis, Jr. Attorney-in-Fact Pursuant to Transaction Requirement B.2 of Form S-3, the Registrant reasonably believes that the security rating to be assigned to the securities registered hereunder will make the securities "investment grade securities" prior to sale. EXHIBIT INDEX Exhibit Number Document Description (1.1)* Proposed form of Purchase Agreement relating to the New Bonds. (1.2)* Proposed form of Purchase Agreement relating to the Debentures. (2.1) Agreement and Plan of Merger, dated as of November 10, 1995, as amended, by and among WPL Holdings, Inc., IES Industries Inc., Interstate Power Company, WPLH Acquisition Co. and Interstate Power Company (incorporated by reference to Annex A in the Joint Registration Statement on Form S-4 (Registration No. 333-07931) of WPL Holdings, Inc. and Interstate Power Company (WI)). (2.2) Amendment No. 2 to Agreement and Plan of Merger, dated as of August 16, 1996, by and among WPL Holdings, Inc., IES Industries Inc., Interstate Power Company, WPLH Acquisition Co. and Interstate Power Company (incorporated by reference to Annex I in the Joint Registration Statement on Form S-4 (Registration No. 333-10401) of WPL Holdings, Inc. and Interstate Power Company (WI)). (4.1) 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). (4.2) Supplemental Indenture dated January 1, 1948 (incorporated by reference to Second Amended Exhibit 7(b) in File No. 2-7361). (4.3) Supplemental Indenture dated September 1, 1948, (incorporated by reference to Amended Exhibit 7(c) in File No. 2-7628). (4.4) Supplemental Indenture dated June 1, 1950 (incorporated by reference to Amended Exhibit 7.02 in File No. 2-8462). (4.5) Supplemental Indenture dated April 1, 1951 (incorporated by reference to Amended Exhibit 7.02 in File No 2-8882). (4.6) Supplemental Indenture dated April 1, 1952 (incorporated by reference to Second Amended Exhibit 4.03 in File No. 2-9526). (4.7) Supplemental Indenture dated September 1, 1953 (incorporated by reference to Amended Exhibit 4.03 in File No. 2-10406). (4.8) Supplemental Indenture dated October 1, 1954 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-11130). (4.9) 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 creating a series of New Bonds. (4.33) Proposed form of Indenture for the Debentures. (5) Opinion of Foley & Lardner (including consent of counsel). (12) Statement re computation of ratios of earnings to fixed charges. (23.1) Consent of Arthur Andersen LLP (23.2) Consent of Foley & Lardner (filed as part of Exhibit (5)). (24) Powers of attorney. (25.1) Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Firstar Trust Company relating to the New Bonds. (25.2) Form T-2 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Gene E. Ploeger relating to the New Bonds. (25.3) Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Firstar Trust Company relating to the Debentures. ____________________ * To be filed by amendment to the Registration Statement or as an exhibit to a Current Report on Form 8-K. EX-4.32 2 PROPOSED FORM OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE ___________ Dated _____________, 199_ __________ 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 __ DUE ____________, ____) REAL ESTATE TRANSFER TAX DOES NOT APPLY [77.25(10)] THIS SUPPLEMENTAL INDENTURE, dated ___________, 199_, [but actually executed ___________, 199_,] 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 __ (hereinafter sometimes referred to as the "bonds of Series __"), and to be authenticated and issued only as registered bonds without coupons; and WHEREAS, on or subsequent to _________ __, ____,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 __; 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 __ 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 __) No. $ WISCONSIN POWER AND LIGHT COMPANY FIRST MORTGAGE BOND, SERIES __ DUE ____________, ____ 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 ________, ____, 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 __) 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 ___________, 199_ 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 __, 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 General During the General 12 Months Redemption 12 Months Redemption Beginning Prices Beginning 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 __) provided, that none of the bonds of Series __ may be redeemed prior to ____________, ____ 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 __, 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 __, 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 __ (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 _________ __, ____, 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 _________ __, ____, 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 __ 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 __", is hereby created and authorized. The aggregate principal amount of bonds of Series __ 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 ____________ Million Dollars ($_______________). The bonds of Series __ shall be substantially in the form hereinbefore recited. Each bond of said Series shall be due and payable ___________, ____; 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 ____________, 199_; 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 __ 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 __ 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 General During the General 12 Months Redemption 12 Months Redemption Beginning Prices Beginning Prices [1997 % % 1998 1999 2000 Etc.] provided, that none of the bonds of Series __ may be redeemed prior to _________, ____ 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 __ prior to the execution and authentication thereof.] [Notice of redemption of any bonds of Series __ 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 __ 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 __ 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 __ 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 __, 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 __, 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 $_____________________ 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 27,000,000 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 __ ____% ___________, ____ ____________** __________ * 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 _________, 199_, ________________ 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 __________, 199_: (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 Foley & Lardner, attorneys-at-law, Milwaukee, Wisconsin. SCHEDULE A TO THE SUPPLEMENTAL INDENTURE DATED ___________, 199_ 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 _________ __, ____, 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-4.33 3 PROPOSED FORM OF INDENTURE FOR THE DEBENTURES WISCONSIN POWER AND LIGHT COMPANY and FIRSTAR TRUST COMPANY, as Trustee ----------------------- INDENTURE Dated as of _______, 1997 ---------------------- DEBT SECURITIES WISCONSIN POWER AND LIGHT COMPANY PARTIAL CROSS-REFERENCE TABLE* Trust Indenture Act of 1939 and Indenture dated as of _______, 1997 Indenture Section TIA Section 2.05............................................317(b) 2.06............................................312(a), 313(c) 2.11............................................316(a) (last sentence) 4.04............................................314(a)(4) 4.05............................................314(a)(1) 6.03............................................317(a)(1) 6.04............................................316(a)(1)(B) 6.05............................................316(a)(1)(A) 6.07............................................317(a)(1) 7.01............................................315(a), 315(d) 7.04............................................315(b) 7.05............................................313(a) 7.05............................................313(d) 7.07............................................310(a), 310(b) 7.09............................................310(a)(2) 8.02............................................310(a),310(b) 9.04............................................316(c) 10.01...........................................318(a) 10.02...........................................313(c) 10.03...........................................314(c)(1), 314(c)(2) 10.04...........................................314(e) ___________________ * This table shall not be deemed a part of the Indenture WISCONSIN POWER AND LIGHT COMPANY DEBT SECURITIES INDENTURE Dated As Of _______, 1997 TABLE OF CONTENTS Page ARTICLE 1--DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . 1 SECTION 1.01. Definitions. . . . . . . . . . . . . . . . . . . 1 SECTION 1.02. Other Definitions. . . . . . . . . . . . . . . . 3 SECTION 1.03. Rules of Construction. . . . . . . . . . . . . . 4 ARTICLE 2--THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . 4 SECTION 2.01. Issuable in Series. . . . . . . . . . . . . . . . 4 SECTION 2.02. Execution and Authentication. . . . . . . . . . . 6 SECTION 2.03. Securities Agents. . . . . . . . . . . . . . . . 7 SECTION 2.04. Bearer Securities. . . . . . . . . . . . . . . . 7 SECTION 2.05. Paying Agent to Hold Money in Trust. . . . . . . 8 SECTION 2.06. Securityholder Lists. . . . . . . . . . . . . . . 8 SECTION 2.07. Transfer and Exchange. . . . . . . . . . . . . . 9 SECTION 2.08. Replacement Securities. . . . . . . . . . . . . . 9 SECTION 2.09. Outstanding Securities. . . . . . . . . . . . . . 10 SECTION 2.10. Discounted Securities. . . . . . . . . . . . . . 10 SECTION 2.11. Treasury Securities. . . . . . . . . . . . . . . 10 SECTION 2.12. Global Securities. . . . . . . . . . . . . . . . 11 SECTION 2.13. Temporary Securities. . . . . . . . . . . . . . . 11 SECTION 2.14. Cancellation. . . . . . . . . . . . . . . . . . . 11 SECTION 2.15. Defaulted Interest. . . . . . . . . . . . . . . . 12 ARTICLE 3--REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . 12 SECTION 3.01. Notices to Trustee. . . . . . . . . . . . . . . . 12 SECTION 3.02. Selection of Securities to Be Redeemed. . . . . . 13 SECTION 3.03. Notice of Redemption. . . . . . . . . . . . . . . 13 SECTION 3.04. Effect of Notice of Redemption. . . . . . . . . . 14 SECTION 3.05. Payment of Redemption Price. . . . . . . . . . . 14 SECTION 3.06. Securities Redeemed in Part. . . . . . . . . . . 15 ARTICLE 4--COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . 15 SECTION 4.01. Payment of Securities. . . . . . . . . . . . . . 15 SECTION 4.02. Overdue Interest. . . . . . . . . . . . . . . . . 15 SECTION 4.03. No Lien Created, etc. . . . . . . . . . . . . . . 15 SECTION 4.04. Compliance Certificate. . . . . . . . . . . . . . 15 SECTION 4.05. SEC Reports. . . . . . . . . . . . . . . . . . . 16 SECTION 4.06. Certain Definitions. . . . . . . . . . . . . . . 16 SECTION 4.07. Limitations on Liens. . . . . . . . . . . . . . . 19 ARTICLE 5--SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . . 20 SECTION 5.01. Consolidations and Mergers of Company and Conveyances Permitted Subject to Certain Conditions. . . . . . . . . . . . . . . . . . . . 20 SECTION 5.02. Rights and Duties of Successor Corporation. . . . 20 SECTION 5.03. Officer's Certificate and Opinion of Counsel. . . 21 ARTICLE 6--DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . . 21 SECTION 6.01. Events of Default. . . . . . . . . . . . . . . . 21 SECTION 6.02. Acceleration. . . . . . . . . . . . . . . . . . . 23 SECTION 6.03. Other Remedies. . . . . . . . . . . . . . . . . . 23 SECTION 6.04. Waiver of Past Defaults. . . . . . . . . . . . . 23 SECTION 6.05. Control by Majority. . . . . . . . . . . . . . . 24 SECTION 6.06. Limitation on Suits. . . . . . . . . . . . . . . 24 SECTION 6.07. Collection Suit by Trustee. . . . . . . . . . . . 24 SECTION 6.08. Priorities. . . . . . . . . . . . . . . . . . . . 25 ARTICLE 7--TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . 25 SECTION 7.01. Rights of Trustee. . . . . . . . . . . . . . . . 25 SECTION 7.02. Individual Rights of Trustee. . . . . . . . . . . 26 SECTION 7.03. Trustee's Disclaimer. . . . . . . . . . . . . . . 26 SECTION 7.04. Notice of Defaults. . . . . . . . . . . . . . . . 26 SECTION 7.05. Reports by Trustee to Holders. . . . . . . . . . 27 SECTION 7.06. Compensation and Indemnity. . . . . . . . . . . . 27 SECTION 7.07. Replacement of Trustee. . . . . . . . . . . . . . 28 SECTION 7.08. Successor Trustee by Merger, etc. . . . . . . . . 29 SECTION 7.09. Trustee's Capital and Surplus. . . . . . . . . . 29 ARTICLE 8--DISCHARGE OF INDENTURE . . . . . . . . . . . . . . . . . . 29 SECTION 8.01. Defeasance. . . . . . . . . . . . . . . . . . . . 29 SECTION 8.02. Conditions to Defeasance. . . . . . . . . . . . . 30 SECTION 8.03. Application of Trust Money. . . . . . . . . . . . 31 SECTION 8.04. Repayment to Company. . . . . . . . . . . . . . . 31 ARTICLE 9--SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . 31 SECTION 9.01. Supplemental Indentures Without Consent of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . 31 SECTION 9.02. Supplemental Indentures With Consent of Holders. 32 SECTION 9.03. Execution of Supplemental Indentures; Opinions. . 34 SECTION 9.04. Compliance with Trust Indenture Act. . . . . . . 34 SECTION 9.05. Effect of Supplemental Indentures. . . . . . . . 34 SECTION 9.06. Reference in Securities to Supplemental Indenture. . . . . . . . . . . . . . . . . . . . . . . . . 34 SECTION 9.07. Trustee Protected. . . . . . . . . . . . . . . . 35 ARTICLE 10--MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 35 SECTION 10.01. Trust Indenture Act. . . . . . . . . . . . . . . 35 SECTION 10.02. Notices. . . . . . . . . . . . . . . . . . . . . 35 SECTION 10.03. Certificate and Opinion as to Conditions Precedent. . . . . . . . . . . . . . . . . . . . . . . . . 36 SECTION 10.04. Statements Required in Certificate or Opinion. . 37 SECTION 10.05. Rules by Company and Agents. . . . . . . . . . . 37 SECTION 10.06. Legal Holidays. . . . . . . . . . . . . . . . . . 37 SECTION 10.07. No Recourse Against Others. . . . . . . . . . . . 38 SECTION 10.08. Duplicate Originals. . . . . . . . . . . . . . . 38 SECTION 10.09. Governing Law. . . . . . . . . . . . . . . . . . 38 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Exhibit A: A Form of Registered Security . . . . . . . . . . . . . 43 Exhibit B: A Form of Bearer Security . . . . . . . . . . . . . . . 49 Notes to Exhibits A and B . . . . . . . . . . . . . . . . . . . . . . . 57 Exhibit C: Assignment Form . . . . . . . . . . . . . . . . . . . . 59 INDENTURE dated as of _______, 1997 between WISCONSIN POWER AND LIGHT COMPANY, a Wisconsin corporation (the "Company"), and FIRSTAR TRUST COMPANY, a Wisconsin state banking corporation (the "Trustee"). Each party agrees as follows for the benefit of the Holders of the Company's debt securities issued under this Indenture: ARTICLE 1--DEFINITIONS SECTION 1.01. Definitions. "Affiliate" means any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. "Agent" means any Registrar, Transfer Agent or Paying Agent. "Authorized Newspaper" means a newspaper that is: (1) printed in the English language or in an official language of the country of publication; (2) customarily published on each business day in the place of publication; and (3) of general circulation in the relevant place or in the financial community of such place. Whenever successive publications in an Authorized Newspaper are required, they may be made on the same or different business days and in the same or different Authorized Newspapers. "Bearer Security" means a Security payable to bearer. "Board" means the Board of Directors of the Company or any authorized committee of the Board. "Board Resolution" means a copy of a resolution delivered to the Trustee that is certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board and to be in full force and effect on the date of such certification. "Company" means the party named as such above until a successor replaces it and thereafter means the successor. "coupon" means an interest coupon for a Bearer Security. "Default" means any event which is, or after notice or passage of time would be, an Event of Default. "Discounted Security" means a Security where the amount of principal due upon acceleration is less than the stated principal amount of such Security. "Holder" or "Securityholder" means the person in whose name a Registered Security is registered and the bearer of a Bearer Security or coupon. "Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof. The term "Indenture" shall also include the terms of any particular Securities established as contemplated by Section 2.01, whether or not a supplemental indenture is entered into with respect thereto. "Lien" means any mortgage, pledge, security interest or other lien. "Officer" means the Chairman of the Board, any Vice Chairman, the President, any Executive Vice President, any Senior Vice President, any Vice President, the Treasurer, the Secretary, the Controller, any Assistant Treasurer, any Assistant Secretary or any Assistant Controller of the Company. "Officers' Certificate" means a certificate delivered to the Trustee that is signed by the Company's Chairman of the Board, its President or any Vice President, and by its Treasurer, any Assistant Treasurer, its Controller, any Assistant Controller, its Secretary or any Assistant Secretary. "Opinion of Counsel" means a written opinion, complying with Sections 10.03 and 10.04 hereof, from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. "principal" of a debt security means the principal of the security plus the premium, if and when applicable, on the security. "Registered Security" means a Security registered as to principal and interest by the Registrar. "SEC" means the Securities and Exchange Commission. "Securities" means the debt securities issued under this Indenture. "series" means a series of Securities or the Securities of the series. "Subsidiary" means a corporation a majority of whose Voting Stock is owned by the Company or a Subsidiary. "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb), as amended by the Trust Indenture Reform Act of 1990, as in effect on the date shown above. "Trustee" means the party named as such above until a successor replaces it and thereafter means the successor. "Trust Officer" means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. "United States" means the United States of America, its territories and possessions and other areas subject to its jurisdiction. "Voting Stock" means capital stock having voting power under ordinary circumstances to elect directors. "Yield to Maturity" means the yield to maturity on a Security at the time of its issuance or at the most recent determination of interest on the Security. SECTION 1.02. Other Definitions. Term Defined in Section "Bankruptcy Law" 6.01 "Conditional Redemption" 3.04 "Custodian" 6.01 "Event of Default" 6.01 "Funded Debt" 4.06 "Legal Holiday" 10.06 "Mortgage" 4.06 "Paying Agent" 2.03 "Permitted Encumbrances" 4.06 "Person" 4.06 "Principal Property" 4.06 "Registrar" 2.03 "Tangible Net Worth" 4.06 "Transfer Agent" 2.03 "Treasury Regulations" 2.04 "U.S. Government Obligations" 8.02 SECTION 1.03. Rules of Construction. Unless the context otherwise requires: (1) a term has the meaning assigned to it; (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States; (3) generally accepted accounting principles are those applicable from time to time; (4) all terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings assigned to them by such definitions; (5) "or" is not exclusive; and (6) words in the singular include the plural, and in the plural include the singular. ARTICLE 2--THE SECURITIES SECTION 2.01. Issuable in Series. The aggregate principal amount of Securities that may be issued under this Indenture is unlimited. The Securities may be issued from time to time in one or more series. Each series shall be created by or pursuant to the authority granted in one or more Board Resolutions and shall be established by and the terms thereof shall be as set forth in an Officer's Certificate or in one or more indentures supplemental hereto. The terms of such series may include the following: (1) the title of the series; (2) the aggregate principal amount of the series; (3) the interest rate, if any, or method of calculating the interest rate; (4) the date from which interest will accrue; (5) the record dates for interest payable on Registered Securities; (6) the dates when principal and interest are payable; (7) the manner of paying principal and interest; (8) the places where principal and interest are payable; (9) the Registrar, Transfer Agent and Paying Agent; (10) the terms of any mandatory or optional redemption by the Company; (11) the terms of any redemption at the option of Holders; (12) the denominations in which Securities are issuable; (13) whether Securities will be issuable as Registered Securities or Bearer Securities; (14) whether and upon what terms Registered Securities and Bearer Securities may be exchanged; (15) whether any Securities will be represented by a Security in global form and the terms of any global Security; (16) the terms of any tax indemnity; (17) the currencies (including any composite currency) in which principal or interest may be paid and if payments of principal or interest may be made in a currency other than that in which Securities are denominated, the manner for determining such payments; (18) if amounts of principal or interest may be determined by reference to an index, formula or other method, the manner for determining such amounts; (19) provisions for electronic issuance of Securities or for Securities in uncertificated form; (20) the portion of principal payable upon acceleration of a Discounted Security; (21) whether Section 4.07 applies, and any Events of Default or covenants in addition to or in lieu of those set forth in this Indenture; (22) whether and upon what terms Securities may be defeased; (23) the forms of the Securities or any coupon, which may be in the form of Exhibit A or B; (24) any terms that may be required by or advisable under U.S. or other applicable laws; and (25) any other terms not inconsistent with this Indenture. All Securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. The creation and issuance of a series and the authentication and delivery thereof are not subject to any conditions precedent. SECTION 2.02. Execution and Authentication. Two Officers shall sign the Securities by manual or facsimile signature. The Company's seal shall be reproduced on the Securities, which seal may be affixed or in facsimile form. An Officer shall sign any coupons by facsimile signature. If an Officer whose signature is on a Security or its coupons no longer holds that office at the time the Security is authenticated or delivered, the Security and coupons shall nevertheless be valid. A Security and its coupons shall not be valid until the Security is authenticated by the manual signature of the Registrar. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Each Registered Security shall be dated the date of its authentication. Each Bearer Security shall be dated the date of its authentication or as provided in the Officers' Certificate or supplemental indenture establishing the series. Securities may have notations, legends or endorsements required by law, stock exchange rule, agreement or usage, which shall be provided to the Trustee in writing by the Company. In the event Securities are issued in electronic or other uncertificated form, such Securities may be validly issued without the signatures or seal contemplated by this Section 2.02. SECTION 2.03. Securities Agents. The Company shall maintain an office or agency where Securities may be authenticated ("Registrar"), where Securities may be presented for registration of transfer or for exchange ("Transfer Agent") and where Securities may be presented for payment ("Paying Agent"). Whenever the Company must issue or deliver Securities pursuant to this Indenture, the Registrar shall authenticate the Securities at the Company's request. The Transfer Agent shall keep a register of the Securities and of their transfer and exchange. The Trustee shall be, and is hereby appointed as, the Registrar. The Company may appoint more than one Transfer Agent or Paying Agent for a series. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Transfer Agent or Paying Agent for a series, the Trustee shall act as such. SECTION 2.04. Bearer Securities. U.S. laws and Treasury Regulations restrict sales or exchanges of and payments on Bearer Securities. Therefore, except as provided below: (1) Bearer Securities will be offered, sold and delivered only outside the United States and will be delivered only upon presentation of a certificate in a form prescribed by the Company to comply with U.S. laws and regulations. (2) Bearer Securities will not be issued in exchange for Registered Securities. (3) All payments of principal and interest (including original issue discount) on Bearer Securities will be made outside the United States by a Paying Agent located outside the United States unless the Company determines that: (A) such payments may not be made by such Paying Agent because the payments are illegal or prevented by exchange controls as described in Treasury Regulation section 1.163-5(c)(2)(v); and (B) making the payments in the United States would not have an adverse tax effect on the Company. If there is a change in the relevant provisions of U.S. laws or Treasury Regulations or the judicial or administrative interpretation thereof, a restriction set forth in paragraph (1), (2) or (3) above will not apply to a series if the Company determines that the relevant provisions no longer apply to the series or that failure to comply with the relevant provisions would not have an adverse tax effect on the Company or on Securityholders or cause the series to be treated as "registration-required" obligations under U.S. law. The Company shall notify the Trustee in writing of any determinations by the Company under this Section. "Treasury Regulations" means regulations of the U.S. Treasury Department under the Internal Revenue Code of 1986, as amended. SECTION 2.05. Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent for a series other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of the persons entitled thereto all money held by the Paying Agent for the payment of principal of or interest on the series, and will notify the Trustee in writing of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money so held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent shall have no further liability for the money. If the Company or an Affiliate acts as Paying Agent for a series, it shall segregate and hold as a separate trust fund all money held by it as Paying Agent for the series. SECTION 2.06. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Transfer Agent, the Company shall furnish to the Trustee semiannually and at such other times as the Trustee may request a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Registered Securities and Holders of Bearer Securities whose names are on the list referred to below. The Transfer Agent shall keep a list of the names and addresses of Holders of Bearer Securities who file a request to be included on such list. A request will remain in effect for two years but successive requests may be made. Whenever the Company or the Trustee is required to mail a notice to all Holders of Registered Securities of a series, it also shall mail the notice to Holders of Bearer Securities of the series whose names are on the list, if any. Whenever the Company is required to publish a notice to all Holders of Bearer Securities of a series, it also shall mail the notice to such of them whose names are on the list, if any. SECTION 2.07. Transfer and Exchange. Where Registered Securities of a series are presented to the Transfer Agent with a request to register a transfer or to exchange them for an equal principal amount of Registered Securities of other denominations of the series, the Transfer Agent shall register the transfer or make the exchange if its requirements for such transactions are met. Where Bearer Securities of a series are presented to the Transfer Agent with a request to exchange them for an equal principal amount of Bearer Securities of other denominations of the series, the Transfer Agent shall make the exchange if its requirements for such transactions are met. The Transfer Agent may require a Holder to pay a sum sufficient to cover any taxes imposed on a transfer or exchange. If a series provides for Registered and Bearer Securities and for their exchange, Bearer Securities may be exchanged for Registered Securities and Registered Securities may be exchanged for Bearer Securities as provided in the Securities or the Officers' Certificate or supplemental indenture establishing the series if the requirements of the Transfer Agent for such transactions are met and if Section 2.04 permits the exchange. SECTION 2.08. Replacement Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If the Holder of a Security or coupon claims that it has been lost, destroyed or wrongfully taken, then, in the absence of notice to the Company or the Trustee that the Security or coupon has been acquired by a bona fide purchaser, the Company shall issue a replacement Security or coupon of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding if the Company and the Trustee receive: (1) evidence satisfactory to them of the loss, destruction or taking of the Security or coupon; (2) such security or indemnity bond satisfactory to them to save each of them and any agent of either of them harmless; and (3) payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. A replacement Security shall have coupons attached corresponding to those, if any, on the replaced Security. Every replacement Security or coupon is an additional obligation of the Company. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security or coupon, pay such Security. SECTION 2.09. Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Registrar except for those canceled by it, those delivered to it for cancellation, and those described in this Section as not outstanding. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser. If Securities are considered paid under Section 4.01, they cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding because the Company or an Affiliate holds the Security. SECTION 2.10. Discounted Securities. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, the principal amount of a Discounted Security shall be the amount of principal that would be due as of the date of such determination if payment of the Security were accelerated on that date. SECTION 2.11. Treasury Securities. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities for which the Trustee has received an Officers' Certificate stating that such Securities are so owned shall be so disregarded. SECTION 2.12. Global Securities. If the Officers' Certificate or supplemental indenture establishing a series so provides, the Company may issue some or all of the Securities of the series in temporary or permanent global form. A global Security may be in registered form, in bearer form with or without coupons or in uncertificated form. A global Security shall represent that amount of Securities of a series as specified in the global Security or as endorsed thereon from time to time. At the Company's request, the Registrar shall endorse a global Security to reflect the amount of any increase or decrease in the Securities represented thereby. The Company may issue a global Security only to a depositary designated by the Company. A depositary may transfer a global Security only as a whole to its nominee or to a successor depositary. The Officers' Certificate or supplemental indenture may establish, among other things, the manner of paying principal and interest on a global Security and whether and upon what terms a beneficial owner of an interest in a global Security may exchange such interest for definitive Securities. The Company, an Affiliate, the Trustee and any Agent shall not be responsible for any acts or omissions of a depositary, for any depositary records of beneficial ownership interests or for any transactions between the depositary and beneficial owners. SECTION 2.13. Temporary Securities. Until definitive Securities of a series are ready for delivery, the Company may use temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Temporary Securities may be in global form. Temporary Bearer Securities may have one or more coupons or no coupons. Without unreasonable delay, the Company shall deliver definitive Securities in exchange for temporary Securities. SECTION 2.14. Cancellation. The Company at any time may deliver Securities to the Registrar for cancellation. The Transfer Agent and the Paying Agent shall forward to the Registrar any Securities and coupons surrendered to them for payment, exchange or registration of transfer. The Registrar shall cancel all Securities or coupons surrendered for payment, registration of transfer, exchange or cancellation as follows: the Registrar will cancel all Registered Securities and matured coupons. The Registrar also will cancel all Bearer Securities and unmatured coupons unless the Company requests the Registrar to hold the same for redelivery. Any Bearer Securities so held shall be considered delivered for cancellation under Section 2.09. The Registrar shall destroy canceled Securities and coupons and deliver a certificate of cancellation thereof to the Company unless the Company otherwise directs. Unless the Officers' Certificate or supplemental indenture establishing a series otherwise provides, the Company may not issue new Securities to replace Securities that the Company has paid or that the Company has delivered to the Registrar for cancellation. SECTION 2.15. Defaulted Interest. If the Company defaults in a payment of interest on Registered Securities, it need not pay the defaulted interest to Holders on the regular record date. The Company may fix a special record date for determining Holders entitled to receive defaulted interest or the Company may pay defaulted interest in any other lawful manner. ARTICLE 3--REDEMPTION SECTION 3.01. Notices to Trustee. Securities of a series that are redeemable before maturity shall be redeemable in accordance with their terms and, unless the Officers' Certificate or supplemental indenture establishing the series otherwise provides, in accordance with this Article. In the case of a redemption by the Company, the Company shall notify the Trustee of the redemption date and the principal amount of Securities to be redeemed. The Company shall notify the Trustee at least 35 days before the redemption date unless a shorter notice is satisfactory to the Trustee. If the Company is required to redeem Securities, it may reduce the principal amount of Securities required to be redeemed to the extent it is permitted a credit by the terms of the Securities and it notifies the Trustee of the amount of the credit and the basis for it. If the reduction is based on a credit for acquired or redeemed Securities that the Company has not previously delivered to the Registrar for cancellation, the Company shall deliver the Securities at the same time as the notice. SECTION 3.02. Selection of Securities to Be Redeemed. If less than all the Securities of a series are to be redeemed, the Trustee shall select the Securities to be redeemed pro rata or by any other method the Trustee considers fair and appropriate, unless the Company otherwise directs in writing. The Trustee shall make the selection from Securities of the series outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities having denominations larger than the minimum denomination for the series. Securities and portions thereof selected for redemption shall be in amounts equal to the minimum denomination for the series or an integral multiple thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder of Registered Securities whose Securities are to be redeemed. If Bearer Securities are to be redeemed, the Company shall publish a notice of redemption in an Authorized Newspaper as provided in the Securities. A notice shall identify the Securities of the series to be redeemed and shall state: (1) the redemption date; (2) the redemption price; (3) the name and address of the Paying Agent; (4) that Securities called for redemption, together with all coupons, if any, maturing after the redemption date, must be surrendered to the Paying Agent to collect the redemption price; (5) that interest on Securities called for redemption ceases to accrue on and after the redemption date; (6) whether the redemption by the Company is mandatory or optional; and (7) whether the redemption is conditional as provided in Section 3.04, the terms of the condition, and that, if the condition is not satisfied or is not waived by the Company, the Securities will not be redeemed and such a failure to redeem will not constitute an Event of Default. A redemption notice given by publication need not identify Registered Securities to be redeemed. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense. SECTION 3.04. Effect of Notice of Redemption. Except as provided below, once notice of redemption is given, Securities called for redemption become due and payable on the redemption date at the redemption price stated in the notice. A notice of redemption may provide that it is subject to the occurrence of any event before the date fixed for such redemption as described in such notice ("Conditional Redemption") and such notice of Conditional Redemption shall be of no effect unless all such conditions to the redemption have occurred before such date or have been waived by the Company. SECTION 3.05. Payment of Redemption Price. On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date. When the Holder of a Security surrenders it for redemption in accordance with the redemption notice, the Company (through the Paying Agent) shall pay to the Holder on the redemption date the redemption price and accrued interest to such date, except that: (1) the Company will pay any such interest (except defaulted interest) to Holders on the record date of Registered Securities if the redemption date occurs on an interest payment date; and (2) the Company will pay any such interest to Holders of coupons that mature on or before the redemption date upon surrender of such coupons to the Paying Agent. Coupons maturing after the redemption date on a called Security are void absent a payment default on that date. Nevertheless, if a Holder surrenders for redemption a Bearer Security missing any such coupons, the Company may deduct the face amount of such coupons from the redemption price. If thereafter the Holder surrenders to the Paying Agent the missing coupons, the Company will return the amount so deducted. The Company also may waive surrender of the missing coupons if it receives an indemnity bond satisfactory to the Company. SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall deliver to the Holder a new Security of the same series equal in principal amount to the unredeemed portion of the Security surrendered. ARTICLE 4--COVENANTS SECTION 4.01. Payment of Securities. The Company shall pay the principal of and interest on a series in accordance with the terms of the Securities for the series, any related coupons, and this Indenture. On each payment date, the Company shall have deposited with the Paying Agent in funds which are then immediately available money sufficient to pay all principal and interest then due on the series. Principal and interest on a series shall be considered paid on the date due if the Paying Agent for the series holds on that date money sufficient to pay all principal and interest then due on the series. SECTION 4.02. Overdue Interest. Unless the Officers' Certificate or supplemental indenture establishing a series otherwise provides, the Company shall pay interest on overdue principal of a Security of a series at the rate (or Yield to Maturity in the case of a Discounted Security) borne by the series; it shall pay interest on overdue installments of interest at the same rate or Yield to Maturity to the extent lawful. SECTION 4.03. No Lien Created, etc. This Indenture and the Securities do not create a Lien, charge or encumbrance on any property of the Company or any Subsidiary. SECTION 4.04. Compliance Certificate. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a brief certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Company, as to the signer's knowledge of the Company's compliance with all conditions and covenants under this Indenture (determined without regard to any period of grace or requirement of notice provided herein). Any other obligor on the Securities also shall deliver to the Trustee such a certificate similarly signed as to its compliance with this Indenture within 120 days after the end of each of its fiscal year. The certificates need not comply with Section 10.04. SECTION 4.05. SEC Reports. The Company shall provide to the Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, documents, and other reports (or such portions of the foregoing as the SEC may prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Any other obligor on the Securities shall do likewise as to the above items which it is required to file with the SEC pursuant to those Sections. SECTION 4.06. Certain Definitions. "Funded Debt" means all indebtedness for money borrowed having a maturity of more than twelve months from the date of the most recent balance sheet of the Company (or consolidated balance sheet of the Company and its Subsidiaries if the Company then has one or more Subsidiaries the accounts of which are consolidated with the accounts of the Company) or renewable and extendible beyond twelve months at the option of the borrower and all obligations in respect of lease rentals which under generally accepted accounting principles would be shown on such balance sheet (or consolidated balance sheet) of the Company as a liability item other than a current liability; provided, however, that Funded Debt shall not include any of the foregoing to the extent that such indebtedness or obligations are not required by generally accepted accounting principles to be shown on such balance sheet. "Mortgage" means the Company's Indenture of Mortgage or Deed of Trust dated August 1, 1941, as heretofore or hereafter amended, modified and supplemented, to First Wisconsin Trust Company and George B. Luhman, as trustees, providing for the Company's First Mortgage Bonds. "Permitted Encumbrances" means any of the following: (1) Liens of taxes, assessments or governmental charges for the then current year and taxes, assessments or governmental charges not then delinquent; Liens for workers' compensation awards and similar obligations not then delinquent; mechanics', laborers', materialmen's and similar Liens not then delinquent; and any of such Liens, whether or not delinquent, whose validity is at the time being contested in good faith by the Company or any Subsidiary; (2) Liens and charges incidental to construction or current operations which have not at the time been filed or asserted or the payment of which has been adequately secured or which, in the opinion of counsel, are not material in amount; (3) Liens, securing obligations neither assumed by the Company or any Subsidiary nor on account of which any of them customarily pays interest directly or indirectly, existing, either at the date hereof, or, as to property hereafter acquired, at the time of acquisition by the Company or a Subsidiary; (4) Any right which any municipal or governmental body or agency may have by virtue of any franchise, license, contract or statute to purchase, or designate a purchaser of or order the sale of, any property of the Company or any Subsidiary upon payment of reasonable compensation therefor, or to terminate any franchise, license or other rights or to regulate the property and business of the Company or any Subsidiary; (5) The Lien of judgments covered by insurance, or upon appeal and covered, if necessary, by the filing of an appeal bond, or if not so covered not exceeding at any one time $1,000,000 in aggregate amount; (6) Easements or reservations in respect of any property of the Company or any Subsidiary for the purpose of roads, pipelines, utility transmission and distribution lines or other rights-of-way and similar purposes, zoning ordinances, regulations, reservations, restrictions, covenants, party wall agreements, conditions of record and other encumbrances (other than to secure the payment of money), none of which in the opinion of counsel are such as to interfere with the proper operation and development of the property affected thereby in the business of the Company and its Subsidiaries for the use intended; (7) Any Lien or encumbrance, moneys sufficient for the discharge of which have been deposited in trust with the Trustee hereunder or with the trustee or mortgagee under the instrument evidencing such Lien or encumbrance, with irrevocable authority to the Trustee hereunder or to such other trustee or mortgagee to apply such moneys to the discharge of such Lien or encumbrance to the extent required for such purpose; (8) Any defects of title and any terms, conditions, agreements, covenants, exceptions and reservations expressed or provided in deeds or other instruments, respectively, under and by virtue of which the Company or any Subsidiary has acquired any property or shall hereafter acquire any property, none of which, in the opinion of counsel, materially adversely affects the operation of the properties of the Company and its Subsidiaries, taken as a whole; (9) The pledge of cash or marketable securities for the purpose of obtaining any indemnity, performance or other similar bonds in the ordinary course of business, or as security for the payment of taxes or other assessments being contested in good faith, or for the purpose of obtaining a stay or discharge in the course of any legal proceedings; (10) The pledge or assignment in the ordinary course of business of electricity, gas (either natural or artificial) or steam, accounts receivable or customers' installment paper; (11) Rights reserved to or vested in others to take or receive any part of the electricity, gas (either natural or artificial), steam or any by-products thereof generated or produced by or from any properties of the Company or with respect to any other rights concerning electricity, gas (either natural or artificial) or steam supply, transportation, or storage which are in use in the ordinary course of the electricity, gas (either natural or artificial) or steam business; (12) Any landlord's Lien; (13) Liens created or assumed by the Company or a Subsidiary in connection with the issuance of debt securities, the interest on which is excludable from the gross income of the holders of such securities pursuant to Section 103 of the Internal Revenue Code of 1986, or any successor section, for purposes of financing, in whole or in part, the acquisition or construction of property to be used by the Company or a Subsidiary, but such Liens shall be limited to the property so financed (and the real estate on which such property is to be located); (14) Liens incurred pursuant to Section 7.06; (15) Liens affixing to property of the Company or a Subsidiary at the time a Person consolidates with or merges into, or transfers all or substantially all of its assets to, the Company or a Subsidiary, provided that in the opinion of the Board or Company management (evidenced by a certified Board Resolution or an Officers' Certificate delivered to the Trustee) the property acquired pursuant to the consolidation, merger or asset transfer is adequate security for the Lien; and (16) Liens or encumbrances not otherwise permitted if, at the time of incurrence and after giving effect thereto, the aggregate of all obligations of the Company and its Subsidiaries secured thereby does not exceed 10% of Tangible Net Worth. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Principal Property" means any tangible real or personal property or portion thereof unless, in the opinion of the Board or Company management (evidenced by a Board Resolution or an Officers' Certificate delivered to the Trustee) such property is not of material importance to the total business conducted by the Company and its Subsidiaries taken as a whole. "Tangible Net Worth" means (i) common stockholders' equity appearing on the most recent balance sheet of the Company (or consolidated balance sheet of the Company and its Subsidiaries if the Company then has one or more Subsidiaries the accounts of which are consolidated with the accounts of the Company) prepared in accordance with generally accepted accounting principles less (ii) intangible assets (excluding intangible assets recoverable through rates as prescribed by applicable regulatory authorities). SECTION 4.07. Limitations on Liens. So long as there remain outstanding any Securities of any series to which this Section 4.07 applies under the terms of the series, the Company will not, and will not permit any Subsidiary to, create or suffer to be created or to exist any Lien on any of its properties or assets now owned or hereafter acquired to secure any indebtedness, without making effective provision whereby the Securities (together with, if the Company shall so determine, any other debt of the Company or any Subsidiary then existing or thereafter created that is not subordinate to such Securities) of such series shall be equally and ratably secured with (or prior to) any and all such indebtedness and with any other indebtedness similarly entitled to be equally and ratably secured. However, this restriction shall not apply to or prevent the creation or existence of: (1) the Mortgage securing the Company's First Mortgage Bonds or any indenture supplemental thereto subjecting any property to the Lien thereof or confirming the Lien thereof upon any property, whether now owned or hereafter acquired; (2) Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise (or on the property of a Subsidiary at the date it became a Subsidiary), or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any such Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; (3) any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part of Liens permitted by the foregoing clauses (1) and (2); (4) the pledge of any bonds or other securities at any time issued under any of the Liens permitted by clauses (1), (2) or (3); or (5) Permitted Encumbrances. Further, this restriction shall not apply to or prevent the creation or existence of leases made, or existing on property acquired, in the ordinary course of business. ARTICLE 5--SUCCESSORS SECTION 5.01. Consolidations and Mergers of Company and Conveyances Permitted Subject to Certain Conditions. Unless the Officers' Certificate or supplemental indenture establishing a series otherwise provides, the Company shall not consolidate with, or sell or convey all or substantially all of its assets to, or merge with or into any other Person unless (i) either the Company shall be the continuing corporation, or the Person shall be a Person organized and existing under the laws of the United States of America or a state thereof and the Person shall expressly assume the due and punctual payment of the principal of and interest on all the Securities and any coupons and the due and punctual performance and observance of all of the covenants and conditions of the Company under this Indenture by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person; (ii) the Company or the Person, as the case may be, shall not, immediately after the merger or consolidation, or the sale or conveyance, be in default in the performance of any such covenant or condition; and (iii) after giving effect to the transaction, no event which, after notice or lapse of time, would become a Default shall have occurred or be continuing. SECTION 5.02. Rights and Duties of Successor Corporation. In case of any such consolidation, merger, sale or conveyance and upon any such assumption by a Person, such Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and the Company shall be relieved of any further obligation under this Indenture, Securities and any coupons. Such Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Person instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of that series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale or conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. SECTION 5.03. Officer's Certificate and Opinion of Counsel. The Trustee may receive an Officer's Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Article Five. ARTICLE 6--DEFAULTS AND REMEDIES SECTION 6.01. Events of Default. Unless the Officers' Certificate or supplemental indenture establishing a series otherwise provides, an "Event of Default" on the series so established occurs if: (1) the Company defaults in any payment of interest on any Securities of the series when the same becomes due and payable and the Default continues for a period of 60 days; (2) the Company defaults in the payment of the principal of any Securities of the series when the same becomes due and payable at maturity or upon redemption, acceleration or otherwise; (3) the Company defaults in the payment or satisfaction of any sinking fund obligation with respect to any Securities of a series as required by the Officers' Certificate or supplemental indenture establishing such series and the Default continues for a period of 60 days; (4) the Company defaults in the performance of any of its other agreements applicable to the series and the Default continues for 90 days after the notice specified below; (5) the Company pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian for it or for all or substantially all of its property, or (D) makes a general assignment for the benefit of its creditors; (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian for the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or (7) there occurs any other Event of Default provided for in the series. The term "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law. A Default under clause (4) is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the series notify the Company of the Default and the Company does not cure the Default within the time specified after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a "Notice of Default." If Holders notify the Company of a Default, they shall notify the Trustee at the same time. The failure to redeem any Security subject to a Conditional Redemption is not an Event of Default if any event on which such redemption is so conditioned does not occur before the redemption date. SECTION 6.02. Acceleration. If an Event of Default occurs and is continuing on a series, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the series by notice to the Company and the Trustee, may declare the principal of and accrued interest on all the Securities of the series to be due and payable immediately. Discounted Securities may provide that the amount of principal due upon acceleration is less than the stated principal amount. The Holders of a majority in principal amount of the series by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default on the series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing on a series, the Trustee may pursue any available remedy to collect principal or interest then due on the series, to enforce the performance of any provision applicable to the series, or otherwise to protect the rights of the Trustee and Holders of the series. The Trustee may maintain a proceeding even if it does not possess any of the Securities or coupons or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount of a series by notice to the Trustee may waive an existing Default on the series and its consequences except: (1) a Default in the payment of the principal of or interest on the series, or (2) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Securityholder affected. SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of a series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred on the Trustee, with respect to the series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture. SECTION 6.06. Limitation on Suits. A Securityholder of a series may pursue a remedy with respect to the series only if: (1) the Holder gives to the Trustee notice of a continuing Event of Default on the series; (2) the Holders of at least 25% in principal amount of the series make a request to the Trustee to pursue the remedy; (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (5) during such 60-day period the Holders of a majority in principal amount of the series do not give the Trustee a direction inconsistent with such request. A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder. SECTION 6.07. Collection Suit by Trustee. If an Event of Default in payment of interest, principal or sinking fund payment specified in Section 6.01(1), (2) or (3) occurs and is continuing on a series, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal and interest remaining unpaid on the series. SECTION 6.08. Priorities. If the Trustee collects any money for a series pursuant to this Article, it shall pay out the money in the following order: First: to the Trustee for amounts due under Section 7.06; Second: to Securityholders of the series for amounts due and unpaid for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable for principal and interest, respectively; and Third: to the Company. The Trustee may fix a payment date for any payment to Securityholders. ARTICLE 7--TRUSTEE SECTION 7.01. Rights of Trustee. (1) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (2) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers' Certificate or Opinion of Counsel. (3) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (4) The Trustee shall not be liable for any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. (5) The Trustee may refuse to perform any duty or exercise any right or power which it reasonably believes may expose it to any loss, liability or expense unless it receives indemnity reasonably satisfactory to it against such loss, liability or expense. (6) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (7) The Trustee shall have no duty with respect to a Default unless a Trust Officer has received written notice of such Default. (8) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized and within its powers. (9) Any Agent shall have the same rights and be protected to the same extent as if it were Trustee. SECTION 7.02. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities or coupons and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. SECTION 7.03. Trustee's Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities or any coupons; it shall not be accountable for the Company's use of the proceeds from the Securities; it shall not be responsible for any statement in the Securities or any coupons; it shall not be responsible for any overissue; it shall not be responsible for determining whether the form and terms of any Securities or coupons were established in conformity with this Indenture; and it shall not be responsible for determining whether any Securities were issued in accordance with this Indenture. SECTION 7.04. Notice of Defaults. If a Default occurs and is continuing on a series and if it is known to the Trustee, the Trustee shall mail a notice of the Default within 90 days after it occurs to Holders of Registered Securities of the series. Except in the case of a Default in payment on a series, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interest of Holders of the series. The Trustee shall withhold notice of a Default described in Section 6.01(4) until at least 90 days after it occurs. SECTION 7.05. Reports by Trustee to Holders. Any report required by TIA Section 313(a) to be mailed to Securityholders shall be mailed by the Trustee on or before July 15 of each year. A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange on which any Securities are listed. The Company shall notify the Trustee when any Securities are listed on a stock exchange. SECTION 7.06. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee's agents and counsel. The Company shall indemnify the Trustee (including its officers, directors and employees) for, and hold it harmless against, any loss, expense or liability incurred by it arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder or the performance of its duties hereunder or under any related document, including the reasonable costs and expenses of defending itself against or investigating any claim or liability with respect to the Securities. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence, willful misconduct or bad faith. To secure the Company's payment obligations in this Section, the Trustee shall have a Lien prior to the Securities and any coupons on all money or property held or collected by the Trustee, except that held in trust to pay principal or interest on particular Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(5) or (6) occurs, such expenses and the compensation for such services are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section shall survive any termination or discharge of this Indenture (including without limitation any termination under any Bankruptcy Law) and the resignation or removal of the Trustee. SECTION 7.07. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee with the Company's consent. The Company may remove the Trustee if: (1) the Trustee fails to comply with TIA Section 310(a) or TIA Section 310(b) or with Section 7.09; (2) the Trustee is adjudged a bankrupt or an insolvent; (3) a Custodian or other public officer takes charge of the Trustee or its property; (4) the Trustee becomes incapable of acting; or (5) an event of the kind described in Section 6.01(5) or (6) occurs with respect to the Trustee. The Company also may remove the Trustee with or without cause if the Company so notifies the Trustee six months in advance and if no Default occurs or is continuing during the six-month period. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with TIA Section 310(a) or TIA Section 310(b) or with Section 7.09, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of Registered Securities. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.06. SECTION 7.08. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. SECTION 7.09. Trustee's Capital and Surplus. The Trustee at all times shall have a combined capital and surplus of at least $10,000,000 as set forth in its most recent published report of condition. ARTICLE 8--DISCHARGE OF INDENTURE SECTION 8.01. Defeasance. Securities of a series may be defeased in accordance with their terms and, unless the Officers' Certificate or supplemental indenture establishing the series otherwise provides, in accordance with this Article. The Company at any time may terminate as to a series all of its obligations under this Indenture, the Securities of a series and any related coupons ("legal defeasance option"). The Company at any time may terminate as to a series its obligations, if any, under Section 4.07 and any other restrictive covenants which may be applicable to a particular series ("covenant defeasance option"). However, in the case of the legal defeasance option, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.06, 7.07 and 8.04 shall survive until the Securities of the series are no longer outstanding; thereafter the Company's obligations in Section 7.06 shall survive. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to Section 4.07 or any other restrictive covenants which may be applicable to a particular series so defeased under the terms of the series. The Trustee upon request shall acknowledge in writing the discharge of those obligations that the Company terminates. SECTION 8.02. Conditions to Defeasance. The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if: (1) the Company irrevocably deposits in trust with the Trustee or another trustee money or U.S. Government Obligations; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government Obligations without reinvestment plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities of the series to maturity or redemption, as the case may be; (3) immediately after the deposit no Default exists; (4) the deposit does not constitute a default under any other agreement binding on the Company; (5) the deposit does not cause the Trustee to have a conflicting interest under TIA Section 310(a) or TIA Section 310(b) as to another series; (6) the Company delivers to the Trustee an Opinion of Counsel to the effect that Holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance; and (7) 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.01(5) or (6) occurs that is continuing at the end of the period. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article 3. "U.S. Government Obligations" means securities which are direct obligations of (i) the United States or (ii) an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed by the United States, which, in either case, have the full faith and credit of the United States pledged for payment and are not callable at the issuer's option, or certificates representing an ownership interest in such obligations. SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 8.02. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal and interest on Securities of the defeased series. SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time. The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Company, Securityholders entitled to the money must look to the Company for payment as unsecured general creditors unless an abandoned property law designates another person. ARTICLE 9--SUPPLEMENTAL INDENTURES SECTION 9.01. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by or pursuant to one or more Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee and the Company, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (3) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities of any series in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities of any series in uncertificated form; or (4) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided, however, that any such addition, change or elimination shall either (i) not adversely affect the rights of the Holders of series of Securities in any material respect, or (ii) not apply to any series of Securities created prior to the execution of such supplemental indenture where such addition, change or elimination has an adverse effect on the rights of the Holders of such Securities in any material respect; or (5) to secure the Securities of any series; or (6) to establish the form or terms of Securities of any series as permitted pursuant to this Indenture; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (8) to cure any ambiguity or defect in and to correct or supplement any provision in this Indenture or any Security of any series that may be inconsistent with any other provision in this Indenture or in the Security of such series, or to make any other provisions with respect to matters or questions arising under this Indenture; provided, however, that any such action pursuant to this clause (8) shall not adversely affect the rights of the Holders of Securities of any series in any material respect; or (9) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act; or (10) to amend or supplement the restrictions on and procedures for resale, attempted resale and other transfers of any series of Securities to reflect any change in applicable law or regulation (or interpretation thereof) or in practices relating thereto. SECTION 9.02. Supplemental Indentures With Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series of Securities affected by such supplemental indenture (voting as one class), by the act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each series affected thereby, (1) extend the Stated Maturity of the principal of, or any installment or principal of or interest on, any such Security, or reduce the principal amount thereof or the rate of interest thereon or premium (if any), payable upon the redemption thereof, or reduce the obligation of the Company to pay principal amounts, or reduce the amount of the principal of a Discounted Security that would be due and payable upon a declaration of acceleration of the Maturity or change the coin or currency in which, any such Security of such series or any principal, premium (if any), or interest thereon is payable or impair the right to institute suit for the enforcement of any such payment on or after the due date thereof (or, in the case of redemption, on or after the Redemption Date), or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any modifications or amendments to this Indenture or to the terms and conditions of that series of Securities, or to approve any supplemental indenture relating to such series, or the consent of whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 6.04 or Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular previously created series of Securities, or which modifies the rights of the Holders of Securities of such previously created series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of such previously created series. It shall not be necessary for any act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such act shall approve the substance thereof. SECTION 9.03. Execution of Supplemental Indentures; Opinions. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. SECTION 9.04. Compliance with Trust Indenture Act. Every amendment pursuant to Section 9.01 or 9.02 shall be set forth in a supplemental indenture that complies with the TIA as then in effect. If a provision of the TIA requires or permits a provision of this Indenture and the TIA provision is amended, then the Indenture provision shall be automatically amended to like effect. SECTION 9.05. Effect of Supplemental Indentures. An amendment or waiver becomes effective in accordance with its terms and thereafter binds every Securityholder entitled to consent to it. A consent to an amendment or waiver by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security that evidences the same debt as the consenting Holder's Security. Any Holder or subsequent Holder may revoke the consent as to his Security if the Trustee receives notice of the revocation before the amendment or waiver becomes effective. The Company may fix a record date for the determination of Holders of Registered Securities entitled to give a consent. The record date shall not be less than 10 nor more than 60 days prior to the first written solicitation of Securityholders. SECTION 9.06. Reference in Securities to Supplemental Indenture. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Company, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Securities of such series. SECTION 9.07. Trustee Protected. The Trustee need not sign any supplemental indenture that adversely affects its rights. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers' Certificate each stating that the execution of any amendment or supplement or waiver authorized pursuant to this Article is authorized or permitted by this Indenture, and that such amendment or supplement or waiver constitutes the legal, valid and binding obligation of the Company. ARTICLE 10--MISCELLANEOUS SECTION 10.01. Trust Indenture Act. The provisions of TIA Sections 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not expressly set forth herein. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. SECTION 10.02. Notices. Any notice by one party to another is duly given if in writing and delivered in person, sent by facsimile transmission confirmed by mail or mailed by first-class mail to the other's address shown below: Company: Wisconsin Power and Light Company 222 West Washington Avenue Madison, Wisconsin 53703 Attention: Corporate Secretary Trustee: Firstar Trust Company 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Attention: Corporate Trust Department A party by notice to the other parties may designate additional or different addresses for subsequent notices. Any notice mailed to a Securityholder shall be mailed to his address shown on the register kept by the Transfer Agent or on the list referred to in Section 2.06. Failure to mail a notice to a Securityholder or any defect in a notice mailed to a Securityholder shall not affect the sufficiency of the notice mailed to other Securityholders or the sufficiency of any published notice. If a notice is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. If the Company mails a notice to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time. If in the Company's opinion it is impractical to mail a notice required to be mailed or to publish a notice required to be published, the Company may give such substitute notice as the Trustee approves. Failure to publish a notice as required or any defect in it shall not affect the sufficiency of any mailed notice. All notices shall be in the English language, except that any published notice may be in an official language of the country of publication. A "notice" includes any communication required by this Indenture. SECTION 10.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee: (1) an Officers' Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. SECTION 10.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of each such individual, such condition or covenant has been complied with. SECTION 10.05. Rules by Company and Agents. The Company may make reasonable rules for action by or a meeting of Securityholders. An Agent may make reasonable rules and set reasonable requirements for its functions. SECTION 10.06. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or a day on which banking institutions are not required to be open. If a payment date is a Legal Holiday at a place of payment, unless the Securities Resolution establishing a series otherwise provides with respect to Securities of the series, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. SECTION 10.07. No Recourse Against Others. All liability described in the Securities of any director, officer, employee or stockholder, as such, of the Company is waived and released. SECTION 10.08. Duplicate Originals. The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture. SECTION 10.09. Governing Law. The laws of the State of Wisconsin shall govern this Indenture, the Securities and any coupons, unless federal law governs. SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the date first above written. WISCONSIN POWER AND LIGHT COMPANY (CORPORATE SEAL) By ____________________________________ Erroll B. Davis, Jr. President and Chief Executive Officer Attest: Edward M. Gleason, Corporate Secretary FIRSTAR TRUST COMPANY By_____________________________ (CORPORATE SEAL) Attest: __________________________ ___________________,Secretary STATE OF WISCONSIN, ) ) ss.: COUNTY OF MILWAUKEE ) On this ____ day of _____________, 1997, before me personally appeared Erroll B. Davis, Jr. and Edward M. Gleason to me personally known who being by me severally duly sworn, did say: that Erroll B. Davis, Jr. is President and Chief Executive Officer and Edward M. Gleason is Corporate Secretary of WISCONSIN POWER AND LIGHT COMPANY, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said Erroll B. Davis, Jr. and Edward M. Gleason severally acknowledged said instrument to be the free act and deed of said corporation. _______________________________ Notary Public State of Wisconsin My Commission__________________ (SEAL OF NOTARY PUBLIC) STATE OF WISCONSIN, ) ) ss.: COUNTY OF MILWAUKEE ) On this ____ day of ________________, 1997, before me personally appeared _________________ and ____________________ to me personally known, who being by me severally duly sworn, did say: that ____________________ is a _______________ and ___________________ is an ___________________ of FIRSTAR TRUST COMPANY, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said ________________ and __________________ severally acknowledged said instrument to be the free act and deed of said corporation. ____________________________ Notary Public State of Wisconsin My Commission______________________ (SEAL OF NOTARY PUBLIC) EXHIBIT A A Form of Registered Security No._____________ $_____________ WISCONSIN POWER AND LIGHT COMPANY [Title of Security] WISCONSIN POWER AND LIGHT COMPANY promises to pay to ______________________________________________ or registered assigns the principal sum of ____________ Dollars on ______________, ____ Interest Payment Dates: ___________________ Record Dates: ___________________ Dated: FIRSTAR TRUST COMPANY WISCONSIN POWER AND LIGHT COMPANY Transfer Agent and Paying Agent by___________________________ Authenticated: [Title of Authorized Officer] FIRSTAR TRUST COMPANY (CORPORATE SEAL) Registrar, by ______________________________ ______________________________ Authorized Signature [Assistant] Secretary WISCONSIN POWER AND LIGHT COMPANY [Title of Security] 1. Interest.(1) Wisconsin Power and Light Company (the "Company"), a Wisconsin corporation, promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually on _________________ and _________________ of each year commencing ________________, ____. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from _________________, ____. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 2. Method of Payment.(2) The Company will pay interest on the Securities to the persons who are registered holders of Securities at the close of business on the record date for the next interest payment date, except as otherwise provided in the Indenture. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. It may mail an interest check to a holder's registered address. 3. Securities Agents.(2A) Initially, Firstar Trust Company will act as Paying Agent, Transfer Agent and Registrar. The Company may change any Paying Agent or Transfer Agent without notice. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee. 4. Indenture. The Company issued the securities of this series (the "Securities") under an Indenture dated as of _______, 1997 (the "Indenture") between the Company and Firstar Trust Company (the "Trustee"). The terms of the Securities include those stated in the Indenture and in the Board Resolution establishing the Securities and those made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb). Securityholders are referred to the Indenture, the Securities Resolution and such Act for a statement of such terms. 5. Optional Redemption.(3) On or after _____________, ____, the Company may redeem all the Securities at any time or some of them from time to time at the following redemption prices (expressed in percentages of principal amount), plus accrued interest to the redemption date. If redeemed during the 12-month period beginning _______________, Year Percentage Year Percentage and thereafter at 100%. 6. Mandatory Redemption.(4) The Company will redeem $____________ principal amount of Securities on _________________________ and on each _______________ thereafter through ____________________ at a redemption price of 100% of principal amount, plus accrued interest to the redemption date.(5) The Company may reduce the principal amount of Securities to be redeemed pursuant to this paragraph by subtracting 100% of the principal amount (excluding premium) of any Securities (i) that the Company has acquired or that the Company has redeemed other than pursuant to this paragraph and (ii) that the Company has delivered to the Registrar for cancellation. The Company may so subtract the same Security only once. 7. Additional Optional Redemption.(6) In addition to redemptions pursuant to the above paragraph(s), the Company may redeem not more than $____________ principal amount of Securities on ________________________ and on each __________________ thereafter through __________________ at a redemption price of 100% of principal amount, plus accrued interest to the redemption date. 8. Notice of Redemption.(7) Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of Securities to be redeemed at his registered address. 9. Denominations, Transfer, Exchange. The Securities are in registered form without coupons in denominations of $1,000(8) and whole multiples of $1,000. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Transfer Agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange or register the transfer of any Security or portion of a Security selected for redemption. Also, it need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed. 10. Persons Deemed Owners. The registered holder of a Security may be treated as its owner for all purposes. 11. Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment.(9) Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series. Without the consent of any Securityholder, the Indenture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder. 12. Restrictive Covenants.(10) The Securities are unsecured general obligations of the Company limited to $____________ principal amount. The Indenture does not limit other unsecured debt. Section 4.07 of the Indenture, which if applicable limits certain mortgages and other liens, [will] [will not] apply with respect to the Securities. [The limitations are subject to a number of important qualifications and exceptions.] 13. Successors. When a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations. 14. Defeasance Prior to Redemption or Maturity.(11) Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. 15. Defaults and Remedies. An Event of Default(12) includes: default for 60 days in payment of interest on the Securities; default in payment of principal on the Securities; default for 60 days in the payment of any sinking fund obligation; default by the Company for a specified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bankruptcy or insolvency; and any other Event of Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities may declare the principal(13) of all the Securities to be due and payable immediately. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. 16. Trustee Dealings with Company. Firstar Trust Company, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee. 17. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 18. Authentication. This Security shall not be valid until authenticated by a manual signature of the Registrar. 19. Abbreviations. Customary abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), U/G/M/A (=Uniform Gifts to Minors Act), and U/T/M/A (=Uniform Transfers to Minors Act). The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture and the Officers' Certificate or supplemental indenture, which contains the text of this Security in larger type. Requests may be made to: Corporate Secretary, Wisconsin Power and Light Company, 222 West Washington Avenue, Madison, Wisconsin 53703. EXHIBIT B A Form of Bearer Security No. _____________ $___________ WISCONSIN POWER AND LIGHT COMPANY [Title of Security] WISCONSIN POWER AND LIGHT COMPANY promises to pay to bearer the principal sum of ______________ Dollars on ____________, ____ Interest Payment Dates: _____________________________ Dated: FIRSTAR TRUST COMPANY WISCONSIN POWER AND LIGHT COMPANY Transfer Agent and Paying Agent by ______________________________ Authenticated: [Title of Authorized Officer] FIRSTAR TRUST COMPANY (CORPORATE SEAL) Registrar, by ___________________ _____________________________ Authorized Signature [Assistant] Secretary WISCONSIN POWER AND LIGHT COMPANY [Title of Security] 1. Interest.(1) Wisconsin Power and Light Company (the "Company"), a Wisconsin corporation, promises to pay to bearer interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually on __________________________ and __________________________ of each year commencing _________________, ____. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from ______________, ____. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 2. Method of Payment.(2) Holders must surrender Securities and any coupons to a Paying Agent to collect principal and interest payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. 3. Securities Agents.(2A) Initially, Firstar Trust Company will act as Transfer Agent, Paying Agent and Registrar. The Company may change any Paying Agent or Transfer Agent without notice. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee. 4. Indenture. The Company issued the securities of this series (the "Securities") under an Indenture dated as of _______, 1997 (the "Indenture") between the Company and Firstar Trust Company (the "Trustee"). The terms of the Securities include those stated in the Indenture and the Board Resolution establishing the series and those made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb). Securityholders are referred to the Indenture, the Board Resolution and such Act for a statement of such terms. 5. Optional Redemption.(3) On or after ____________, ____, the Company may redeem all the Securities at any time or some of them from time to time at the following redemption prices (expressed in percentages of principal amount), plus accrued interest to the redemption date. If redeemed during the 12-month period beginning ___________________, Year Percentage Year Percentage and thereafter at 100%. 6. Mandatory Redemption.(4) The Company will redeem $_________ principal amount of Securities on __________________ and on each __________________ thereafter through _________________ at a redemption price of 100% of principal amount, plus accrued interest to the redemption date(5). The Company may reduce the principal amount of Securities to be redeemed pursuant to this paragraph by subtracting 100% of the principal amount (excluding premium) of any Securities (i) that the Company has acquired or that the Company has redeemed other than pursuant to this paragraph and (ii) that the Company has delivered to the Registrar for cancellation. The Company may so subtract the same Security only once. 7. Additional Optional Redemption.(6) In addition to redemptions pursuant to the above paragraph(s), the Company may redeem not more than $____________ principal amount of Securities on __________________ and on each __________________ thereafter through __________________ at a redemption price of 100% of principal amount, plus accrued interest to the redemption date. 8. Notice of Redemption.(7) Notice of redemption will be published once in an Authorized Newspaper in the City of New York and if the Securities are listed on any stock exchange located outside the United States and such stock exchange so requires, in any other required city outside the United States at least 30 days but not more than 60 days before the redemption date. Notice of redemption also will be mailed to holders who have filed their names and addresses with the Transfer Agent within the two preceding years. A holder of Securities may miss important notices if he fails to maintain his name and address with the Transfer Agent. 9. Denominations, Transfer, Exchange. The Securities are in bearer form with coupons in denominations of and whole multiples of $5,000. The Securities may be transferred by delivery and exchanged as provided in the Indenture. Upon an exchange, the Transfer Agent may require a holder, among other things, to furnish appropriate documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange any Security or portion of a Security selected for redemption. Also, it need not exchange any Securities for a period of 15 days before a selection of Securities to be redeemed. 10. Persons Deemed Owners. The holder of a Security or coupon may be treated as its owner for all purposes. 11. Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment.(9) Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series. Without the consent of any Securityholder, the Indenture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder. 12. Restrictive Covenants.(10) The Securities are unsecured general obligations of the Company limited to $____________ principal amount. The Indenture does not limit other unsecured debt. Section 4.07 of the Indenture, which if applicable limits certain mortgages and other liens, [will] [will not] apply with respect to the Securities. [The limitations are subject to a number of important qualifications and exceptions.] 13. Successors. When a successor assumes all the obligations of the Company under the Securities, any coupons and the Indenture, the Company will be released from those obligations. 14. Defeasance Prior to Redemption or Maturity.(11) Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities, any coupons and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. 15. Defaults and Remedies. An Event of Default(12) includes: default for 60 days in payment of interest on the Securities; default in payment of principal on the Securities; default for 60 days in the making of any sinking fund payment; default by the Company for a specified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bankruptcy or insolvency; and any other Event of Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities may declare the principal(13) of all the Securities to be due and payable immediately. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. 16. Trustee Dealings with Company. Firstar Trust Company, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee. 17. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 18. Authentication. This Security shall not be valid until authenticated by a manual signature of the Registrar. 19. Abbreviations. Customary abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), U/G/M/A (=Uniform Gifts to Minors Act), and U/T/M/A (=Uniform Transfers to Minors Act). The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture and the Officers' Certificate or supplemental indenture, which contains the text of this Security in larger type. Requests may be made to: Corporate Secretary, Wisconsin Power and Light Company, 222 West Washington Avenue, Madison, Wisconsin 53703. [FACE OF COUPON] .............. [$]........... Due........... WISCONSIN POWER AND LIGHT COMPANY [Title of Security] Unless the Security attached to this coupon has been called for redemption, Wisconsin Power and Light Company (the "Company") will pay to bearer, upon surrender, the amount shown hereon when due. This coupon may be surrendered for payment to any Paying Agent listed on the back of this coupon unless the Company has replaced such Agent. Payment may be made by check. This coupon represents six months' interest. _____________________________ By___________________________ [REVERSE OF COUPON] PAYING AGENTS NOTES TO EXHIBITS A AND B (1) If the Security is not to bear interest at a fixed rate per annum, insert a description of the manner in which the rate of interest is to be determined. If the Security is not to bear interest prior to maturity, so state. (2) If the method or currency of payment is different, insert a statement thereof. (2A) As is done in Section 2.03 of the Indenture, the Trustee must be appointed Registrar under Section 182.23, Wis. Stats., and Wisconsin Power and Light Company's Bylaws as in effect as of the date of this Indenture, for officers' signatures on Securities to be in facsimile. (3) If applicable. If the Security is to be subject to a nonrefunding restriction, insert a brief summary thereof. If the redemption is to be subject to a condition, insert a brief summary thereof. (4) If applicable. (5) If the Security is a Discounted Security, insert amount to be redeemed or method of calculating such amount. (6) If applicable. Also insert, if applicable, provisions for repayment of Securities at the option of the Securityholder. (7) If applicable. If the Company may condition such redemption on the happening of a stated event, in which case the notice will so provide, insert a brief summary thereof. (8) If applicable. Insert additional or different denominations. (9) If different terms apply, insert a brief summary thereof. (10) If applicable. If the Security is to have the benefit of additional or different covenants, insert a brief summary thereof. (11) If applicable. If different defeasance terms apply, insert a brief summary thereof. (12) If additional or different Events of Default apply, insert a brief summary thereof. (13) If the Security is a Discounted Security, set forth the amount due and payable upon an Event of Default. Note: U.S. tax law may require certain legends on Discounted and Bearer Securities. EXHIBIT C ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to____________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ (Print or type assignee's name, address and zip code) (Insert assignee's soc. sec. or tax I.D. no.) and irrevocably appoint ___________________________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Date:________________ Your Signature:____________________ ____________________ (Sign exactly as your name appears on the face of this Security) [Signature Guaranteed: _________________________________] EX-5 4 OPINION 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 June 12, 1997 Wisconsin Power and Light Company 222 West Washington Avenue Madison, Wisconsin 53703 Ladies and 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 (such Registration Statement as amended up to and including the date hereof is referred to herein as the "Registration Statement"), as filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), and relating to the issuance and sale of up to $105,000,000 principal amount of debt securities (the "Debt Securities") by the Company in the manner set forth in the Registration Statement. The Debt Securities may be offered from time to time in one or more series and may be either First Mortgage Bonds (the "New Bonds") or unsecured debt securities (the "Debentures"). Each series of 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 "First Mortgage Indenture"), and a supplemental indenture (the "First Mortgage Supplemental Indenture") providing for the issuance of such series. Each series of Debentures will be issued under an Indenture to be entered into between the Company and Firstar Trust Company, as Trustee, substantially in the form filed as an exhibit to the Registration Statement (the "Unsecured Debt Indenture"), and a supplemental indenture (the "Unsecured Debt Supplemental Indenture") or an officers' certificate (the "Officers' Certificate"), as the case may be, providing for the issuance of such series. In connection with our representation, we have examined: (a) the Registration Statement, including the Prospectus; (b) the exhibits (including those incorporated by reference) constituting a part of said Registration Statement; (c) the Restated Articles of Organization and Bylaws of the Company, as amended to date; and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. Based on 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 Debt Securities when executed, authenticated and issued in accordance with the resolutions adopted by the Board of Directors of the Company on November 21, 1996 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 Debt Securities, 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 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 Debt Securities; (c) If the Debt Securities to be issued are Debentures, the execution and delivery of the Unsecured Debt Indenture by the parties thereto in substantially the form of the proposed Unsecured Debt Indenture attached as Exhibit (4.33) to the Registration Statement; (d) The further authorization by the Board of Directors of the Company, a special committee thereof or, with respect to the Debentures, a specified senior executive officer of the Company of the First Mortgage Supplemental Indenture or the Unsecured Debt Supplemental Indenture or the Officers' Certificate, as the case may be, relating to the applicable series of Debt Securities, issuance of the Debt Securities and related matters; and (e) The execution, delivery and, if necessary, recording of the First Mortgage Supplemental Indenture or the Unsecured Debt Supplemental Indenture or the Officers' Certificate, as the case may be, and the filing of other documents and the taking of other actions provided in the First Mortgage Indenture or the Unsecured Debt Indenture, as the case may be, with respect to the issuance of additional Debt Securities thereunder. We consent to the use of this opinion as an exhibit to the Registration Statement and to the references to our firm therein. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, FOLEY & LARDNER EX-12 5 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT (12) WISCONSIN POWER AND LIGHT COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in thousands)
Twelve Months Year Ended December 31, Ended March 31, 1997 1996 1995 1994 1993 1992 Income before interest expense $104,780 $113,957 $112,473 $102,643 $96,381 $92,619 Add: Federal and state income taxes 47,935 53,808 45,606 44,727 35,667 30,541 Estimated interest component of rental payments 4,444 4,313 4,666 4,175 4,139 2,979 -------- -------- -------- -------- -------- -------- Earnings, as adjusted $157,159 $172,078 $162,745 $151,545 $136,187 $126,139 ======== ======== ======== ======== ======== ======== Fixed charges: Interest on bonds $26,828 $26,906 $28,647 $28,796 $28,422 $29,254 Other interest expense 4,893 4,566 5,174 2,352 3,854 4,146 Estimated interest component of rental payments 4,444 4,313 4,666 4,175 4,139 2,979 ------- ------- ------- ------- ------- -------- Total fixed charges $36,165 $35,785 $38,487 $35,323 $36,415 $ 36,379 ======= ======= ======= ======= ======= ======== Ratio of earnings to fixed charges 4.35X 4.81X 4.23X 4.29X 3.74X 3.47X ======= ======= ======= ======= ======= ========
EX-23.1 6 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT (23.1) Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated January 30, 1997 included in the Wisconsin Power and Light Company Form 10-K for the year ended December 31, 1996 and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Milwaukee, Wisconsin June 12, 1997 EX-24 7 POWERS OF ATTORNEY 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 Edward M. Gleason, 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 and/or other debt securities 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 and other debt securities 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 12th day of June, 1997. /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 Edward M. Gleason, 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 and/or other debt securities 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 and other debt securities 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 12th day of June, 1997. /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 Edward M. Gleason, 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 and/or other debt securities 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 and other debt securities 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 12th day of June, 1997. /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 Edward M. Gleason, 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 and/or other debt securities 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 and other debt securities 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 12th day of June, 1997. /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 Edward M. Gleason, 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 and/or other debt securities 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 and other debt securities 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 12th day of June, 1997. /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 Edward M. Gleason, 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 and/or other debt securities 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 and other debt securities 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 12th day of June, 1997. /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 Edward M. Gleason, 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 and/or other debt securities 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 and other debt securities 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 12th day of June, 1997. /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 Edward M. Gleason, 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 and/or other debt securities 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 and other debt securities 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 12th day of June, 1997. /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 Edward M. Gleason, 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 and/or other debt securities 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 and other debt securities 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 12th day of June, 1997. /s/ Carol T. Toussaint Carol T. Toussaint EX-25.1 8 FORM T-1 - FIRST MORTGAGE BONDS 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 (I.R.S. Employer or organization if not a U. S. Identification Number) National Bank) 777 East Wisconsin Avenue, 53202 Milwaukee, Wisconsin (Zip Code) (Address of principal executive offices) 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 53703 (Address of principal executive (Zip Code) offices) 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 June 9, 1997 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 June 9, 1997 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 June 9, 1997 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 June 9, 1997 Col. A Col. B Col. C Col. D Title of class Whether Amount owned Percent of the securities beneficially or held class are voting as collateral represented or nonvoting security by amount securities for obligations given in default 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 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 June 9, 1997 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percent of issuer of outstanding beneficially or class represented title of class held by amount given as collateral in Col. C security for obligations in 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 June 9, 1997 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percent of issuer of outstanding beneficially or class represented title of class held by amount given as collateral in Col. C security for obligations in 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 June 9, 1997 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percent of issuer and outstanding beneficially or held class title of class as collateral represented security by amount for obligations in given default by trustee 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 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 June 9, 1997 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 9th day June, 1997. FIRSTAR TRUST COMPANY (Trustee) By: /s/Gene E. Ploeger Gene E. Ploeger, Vice President (Name and title) By: /s/Amy E. Nolde Amy E. Nolde, Assistant Secretary (Name and title) EXHIBIT I Sec. 221.12, Wis. Stats. STATE OF WISCONSIN OFFICE OF COMMISSIONER OF BANKING 101 E WILSON ST, 5th FLOOR - P.O. BOX 7876 MADISON, WISCONSIN 53707-7876 Telephone (608) 266-1621 Fax (608) 267-6889 AMENDMENT TO ARTICLES OF INCORPORATION CERTIFICATION I, Richard L. Dean, Commissioner of Banking of the State of Wisconsin, do hereby certify that an amendment to the Articles of Incorporation of the FIRSTAR TRUST COMPANY, MILWAUKEE, WISCONSIN (Bank) (Location) of which a duly verified copy is hereto attached, was approved by the Office of Commissioner of Banking on the 5th day of February, 1996. This amendment relates to CHANGE IN BOARD OF DIRECTORS and was adopted by the stockholders of the above bank on the 29th day of January, 1996. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. Done at my office in the City of Madison this 5th day of February, 1996. ___________________________________ Richard L. Dean Commissioner of Banking NOTE: TO BE RECORDED BY THE REGISTER OF DEEDS TOGETHER WITH THE ATTACHED COPY OF THE AMENDMENT. amendment to Articles of Incorporation ________________________ Which Articles were filed/recorded in the office of the Register of Deeds for Milwaukee County on July 6, 1903. Recorded in Volume S of Corporations, Page(s) 134-137 as Document Number ____________________. We, Robert L. Webster as President, and James D. Hintz as Cashier of Firstar Trust Company do hereby certify that the following amendment to the Articles of Incorporation of this bank was approved 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 Milwaukee, Wisconsin, on January 29, 1996; and the said amendment was duly adopted by the affirmative vote of two-thirds of the 10,000 shares of outstanding capital stock, with 9,995 votes cast in the affirmative and 0 votes cast in the negative; and the following resolutions were adopted: RESOLVED That the Articles of Incorporation be amended by striking out the text of Article Fourth reading: "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, at 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." And inserting in lieu thereof the following paragraph: "The Board of Directors shall consist of such number of individuals, not less than five nor more than thirty, as from time to time shall be prescribed in the By-laws, at least two-thirds of whom shall be residents of Wisconsin. Each of said directors shall be elected for a term of one year and until his successor has been elected and qualified. "It was further resolved, That the President and Cashier of said bank be authorized, under the seal of the corporation, to file the proper certificates of such amendments with the Commissioner of Banking as provided by law." We, Robert L. Webster, President, and James D. Hintz, Cashier of the above-named bank, do solemnly swear that the foregoing is true to the best of our knowledge and belief. STATE OF WISCONSIN ss. COUNTY OF MILWAUKEE Subscribed and sworn to before me this 30 day of January, 1996. Diane M. Rampacek, Notary Public. My commission expires 1/3/99. 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 First Wisconsin 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, First Wisconsin 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. First Wisconsin Trust Company In presence of Sharon L. Gazzana By Robert L. Webster, President Sandra L. Belongia James Hintz, Cashier State of Wisconsin 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 First Wisconsin 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 1/3/99 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, at 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 February 19, 1997 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 five 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 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 and location of such meeting, and the names of directors absent; shall be subscribed by the presiding officer; and shall be 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 general office of this Corporation in the City of Milwaukee at least once each calendar quarter, immediately following the annual meeting of the shareholders of this Corporation on the third Thursday of February, at 8:00 a.m. on the third Thursday of May, August and November of each year, or at such other time or place as shall from time to time, be designated by the president or by resolution of the Board of Directors. If any other time 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 director at his last known address at least two (2) days prior to the holding of said meeting. 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 shall appoint Trust Investment Committee consisting of at least two (2) officers and at least four (4) directors who are not officers, which Committee shall meet at the general office of the Corporation at least once each calendar quarter, at 8:00 a.m. on the third Thursday of January, March, June and December of each year, or at such other time or place as shall from time to time be designated by the President or by resolution of the Board of Directors. If any hour other than 8:00 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 committee member at his last known address at least two (2) days prior to the holding of said meeting. The Trust Investment 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 may appoint a Loan Committee consisting of two (2) or more directors, which, if appointed, shall meet at least once calendar quarter at such time and place as shall from time to time be designated by the resolution of the Board of Directors, and shall determine policies as to renewals and applications for new loans. All loans in excess of the amount officers designated by the Board have been authorized by resolution to make shall be presented to the Loan Committee (or, if the Loan Committee has not been appointed, to the Board of Directs or the Executive Committee) for approval. The Board of Directors may by resolution designate officers who may make loans without the prior approval of the Loan Committee or the Board, subject to the provisions of the Wisconsin Statutes, the regulations of the Commissioner of Banks, and these By-laws. Section 6. Each year the Board of Directors shall appoint, from among its members, an Examining Committee consisting of at least three (3) directors, which upon receipt of a report of examination of the Corporation by the Division of Banking, shall have the duties specified in 221.0611(2), Wis. Stats... The Examining Committee shall also study and, if it deems necessary, recommend corrective action in response to any criticisms or suggestions contained in, reports of examination prepared by any other regulatory agency or the Firstar Corporation Auditing or Compliance areas, and shall perform such other duties as shall be prescribed from time to time by resolution of the Board of Directors. Meetings of the Examining Committee shall be called by the President as needed, and notice of a meeting shall be given by mailing the same to each committee member at his last known address at least two (2) days prior to the holding of said meeting. 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. Actual attendance at or participation in any meeting by any director or member of any committee waives any required notice unless the director or member, at the beginning of the meeting or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. 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 this 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. The officers of this Corporation shall be elected by a viva voce vote of the Board of Directors unless objection is made, whereupon such election shall be by ballot; provided, however, that whenever he deems it appropriate to take such action in the interim periods between meetings of the Board of Directors, the president may appoint any other officer. Any appointment made by the president shall take effect immediately but shall be reported and confirmed at the next regular meeting of the Board of Directors. 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. Section 2. The Board of Directors and, with respect to other officers and to the extent not inconsistent with actin taken by the Board of Directors, the president, shall have authority to define the duties and obligations of all officers, and to fill vacancies in offices. The Board of Directors and, with respect to other officers appointed by him and to the extent not inconsistent with action taken by the Board of Directors, the president, shall have the authority to fix the compensation of officers, to dismiss them at pleasure, 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 or, with respect to other officers, the president, 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 officer 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 such action, (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 resolution of the Board of Directors adopted at any regular or special meeting of the Board, or by vote of the stockholders representing a majority of the capital stock, such a vote to be taken at an annual or special meeting. 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/ Gene E. Ploeger Gene E. Ploeger, Vice President (Name and title) By: /s/ Amy E. Nolde Amy E. Nolde, Assistant Secretary (Name and title) Dated: June 9, 1997 EXHIBIT 7 FIRSTAR TRUST COMPANY BALANCE SHEET December 31, 96 95 $(000) $(000) ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances 71,523 58,893 Interest-bearing balances 0 0 Securities 35,030 31,640 Federal funds sold and securities purchased under agreements to resell: Federal funds sold 151,887 136,802 Securities purchased under agreements to 0 0 resell Loans and lease financing receivables: Loans and leases, net of unearned income 38,249 13,192 LESS: Allowance for loan and lease losses 73 73 LESS: Allocated transfer risk reserve 0 0 ------- ------- Loans and leases, net of unearned income, 38,176 13,119 allowance, and reserve Assets held in trading accounts 0 0 Premises and fixed assets (including 1,984 1,150 capitalized leases) Other real estate owned 0 0 Investments in unconsolidated subsidiaries and 0 0 associated companies Customers' liability to this bank on 0 0 acceptances outstanding Intangible assets 0 0 Other assets 17,422 11,067 ------- ------- Total assets 316,022 252,671 ======= ======= LIABILITIES Deposits: In domestic offices: Noninterest-bearing 288,221 226,031 Interest-bearing 215 221 ------- ------- Total domestic deposits 288,436 226,252 In foreign offices: 0 0 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased 744 580 Securities sold under agreements to repurchase 0 0 Demand notes issued to the U.S. Treasury 0 0 Other borrowed money 0 0 Mortgage indebtedness and obligations under 0 0 capitalized leases Bank's liability on acceptances executed and 0 0 outstanding Notes and debentures subordinated to deposits 0 0 Other liabilities 7,131 7,788 ------- ------- Total liabilities 296,311 234,620 Limited-life preferred stock 0 0 EQUITY CAPITAL Perpetual preferred stock 0 0 Common stock 1,000 1,000 Surplus 12,638 12,141 Undivided profits and capital reserves 5,935 4,409 LESS: Net unrealized loss on marketable equity 138 501 securities ------- ------- Total equity capital 19,711 18,051 ------- ------- Total liabilities, limited-life preferred 316,022 252,671 stock, and equity capital ======= ======= FIRSTAR TRUST COMPANY INCOME STATEMENT December 31, 96 95 $(000) $(000) Interest Income Interest and fee income on loans: Loans secured by real estate 14 23 Loans to finance agricultural production and 0 0 other loans to farmers Commercial and industrial loans 155 199 Loans to individuals for household, family, and other personal expenditures: Credit cards and related plans 0 0 Other 0 0 Loans to foreign governments and official 0 0 institutions Obligations (other than securities and leases) of states and political subdivisions in the U.S.: Taxable obligations 0 0 Tax-exempt obligations 0 0 All other loans 0 0 Income from lease financing receivables: Taxable leases 0 0 Tax-exempt leases 0 0 Interest income on balances due from 0 0 depository institutions Interest and dividend income on securities: U.S. Treasury securities and U.S. Government 2,254 1,804 agency and corporation obligations Securities issued by states and political subdivisions in the U.S.: Taxable securities 0 0 Tax-exempt securities 38 39 Other domestic debt securities 34 130 Foreign debt securities 0 0 Equity securities (including investments in 0 581 mutual funds) Interest income from assets held in trading 0 0 accounts Interest income on federal funds sold and securities purchased under agreements to resell 4,876 2,961 ------- -------- Total interest income 7,371 5,737 Interest expense Interest on deposits: Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) 0 0 Nontransaction accounts: Money market deposit accounts (MMDAs) 0 0 Other savings deposits 7 7 Time certificates of deposit of $100,000 or 0 0 more All other time deposits 0 0 Expense of federal funds purchased and securities sold under agreements to repurchase 47 73 Interest on demand notes issued to the U.S. 0 13 Treasury and on other borrowed money Interest on mortgage indebtedness and 0 0 obligations under capitalized leases Interest on notes and debentures subordinated 0 0 to deposits ------- -------- Total interest expense 54 93 ------- -------- Net interest income 7,317 5,644 Provisions: Provision for loan and lease losses 0 0 Provision for allocated transfer risk 0 0 December 31, 96 95 $(000) $(000) Noninterest income Income from fiduciary activities 67,306 0 Service charges on deposit accounts 0 0 Trading gains (losses) and fees from foreign 0 0 exchange transactions Other foreign transaction gains (losses) 0 0 Gains (losses) and fees from assets held in 0 0 trading accounts Other noninterest income: Other fee income 729 64,415 All other noninterest income 3,735 2,872 ------- ------- Total noninterest income 71,770 67,287 Gains (losses) on securities not held in 0 0 trading accounts Noninterest expense Salaries and employee benefits 25,803 22,442 Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage 6,139 6,125 interest) Other noninterest expense 24,457 21,651 ------- ------- Total noninterest expense 56,399 50,218 ------- ------- Income (loss) before taxes and extraordinary 22,688 22,713 items and other adjustments Applicable income taxes 9,162 9,165 ------- ------- Income (loss) before extraordinary items and 13,526 13,548 other adjustments Extraordinary items and other adjustments: Extraordinary items and other adjustments, 0 0 gross of income taxes Applicable income taxes 0 0 ------- ------- Extraordinary items and other adjustments, net 0 0 of income taxes ------- ------- Net income (loss) 13,526 13,548 ======= ======= CHANGES IN EQUITY CAPITAL Total equity capital originally reported at end 18,051 15,379 of previous calendar year Equity capital adjustments from amended Reports 0 0 of Income, net ------- ------- Amended balance at end of previous calendar 18,051 15,379 year Net income (loss) 13,526 13,548 Sale, conversion, acquisition, or retirement of 497 27 capital stock, net Changes incident to business combination, net 0 0 LESS: Cash dividends declared on preferred 0 0 stock LESS: Cash dividends declared on common stock 12,000 11,500 Cumulative effect of changes in accounting 0 0 principles from prior years Corrections of material accounting errors from 0 0 prior years Change in net unrealized loss on marketable (363) 597 equity securities Other transactions with parent holding company 0 0 ------- ------- Total equity capital at end of period 19,711 18,051 ======= ======= FIRSTAR TRUST COMPANY CHANGES IN ALLOWANCE FOR LOAN AND LEASE LOSSES AND IN ALLOCATED TRANSFER RISK RESERVE December 31, '96 95 $(000) $(000) Allowance for loan and lease losses: Balance originally reported at end of previous 73 73 year Recoveries 0 0 LESS: Charge-offs 0 0 Provision for loan and lease losses 0 0 Adjustments 0 0 ------- -------- Balance at end of period 73 73 ======= ======== Allocated transfer risk reserve: Balance originally reported at end of previous 0 0 year Recoveries 0 0 LESS: Charge-offs 0 0 Provision for allocated transfer risk 0 0 Adjustments 0 0 ------- ------- Balance at end of period 0 0 ======= ======= PAST DUE AND NONACCRUAL LOANS, LEASES AND OTHER ASSETS Loans, leases, and other assets past due 90 days or more and still accruing: Real estate loans 0 0 Installment loans 0 0 Credit cards and related plans 0 0 Commercial (time and demand) and all other 469 0 loans Lease financing receivables 0 0 ------- ------- Total past due and still accruing 469 0 ======= ======= Nonaccrual: Real estate loans 0 0 Installment loans 0 0 Credit cards and related plans 0 0 Commercial (time and demand) and all other 0 0 loans Lease financing receivables 0 0 -------- ------- Total nonaccrual 0 0 ======== ======= OFF BALANCE SHEET ITEMS Standby letters of credit 0 0 Amount of standby letters of credit conveyed 0 0 to others ======== ======= EX-25.2 9 FORM T-2 - FIRST MORTGAGE BONDS Securities and Exchange Commission Washington, D.C. 20549 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 of (I.R.S. Employer 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. Affiliations with obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. Item 2. Trusteeships under other indentures. If the trustee is trustee under another indenture under 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 fact 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. Item 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. Item 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 by the trustee as collateral security for obligations in default: As of June 9, 1997 Col. A Col. B Col. C Col. D Title of class Whether Amount owned Percent of the securities beneficially or class are voting held represented by or nonvoting as collateral amount given securities security in Col. C for obligations 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. Item 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 June 9, 1997 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 in amount given 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. Item 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 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, or the obligor, furnish the following information as to the voting securities of such person: As of June 9, 1997 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-2, no response is required to this item as the obligor is not presently in default. Item 7. 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 June 9, 1997 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percent of issuer and outstanding beneficially or held class title of class as collateral security represented for obligations in by amount default by trustee given 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. Item 8. 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 June 9, 1997 Col. A Col. B Col. C Nature of indebtedness Amount outstanding Date due Per General Instruction B to Form T-2, no response is required to this item as the obligor is not presently in default. Item 9. Defaults by the obligor. (a) State whether there is or has been any default with respect to the securities under this indenture. Explain the nature of any such default. Per General Instruction B to Form T-2, 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 other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities, 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-2, no response is required to this item as the obligor is not presently in default. Item 10. Affiliations with the underwriters. If any underwriter is an affiliate of the trustee, describe each such affiliation. Per General Instruction B to Form T-2, no response is required to this item as the obligor is not presently in default. Item 11. List of exhibits. List below all exhibits filed as a part of this statement of eligibility. None SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, I, Gene E. Ploeger, have signed this statement of eligibility in the City of Milwaukee and State of Wisconsin, on the First day of May, 1997. By: /s/Gene E. Ploeger Gene E. Ploeger, Vice President EX-25.3 10 FORM T-1 - UNSECURED DEBT SECURITIES 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 (I.R.S. Employer or organization if not a U. S. Identification Number) National Bank) 777 East Wisconsin Avenue, 53202 Milwaukee, Wisconsin (Zip Code) (Address of principal executive offices) 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 53703 (Address of principal executive (Zip Code) offices) Unsecured Debt Securities (Title of indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. 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 June 9, 1997 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 June 9, 1997 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 June 9, 1997 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 June 9, 1997 Col. A Col. B Col. C Col. D Title of class Whether Amount owned Percent of the securities beneficially or held class are voting as collateral represented or nonvoting security by amount securities for obligations given in default 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 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 June 9, 1997 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percent of issuer of outstanding beneficially or class represented title of class held by amount given as collateral in Col. C security for obligations in 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 June 9, 1997 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percent of issuer of outstanding beneficially or class represented title of class held by amount given as collateral in Col. C security for obligations in 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 June 9, 1997 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percent of issuer and outstanding beneficially or held class title of class as collateral represented security by amount for obligations in given default by trustee 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 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 June 9, 1997 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 9th day June, 1997. FIRSTAR TRUST COMPANY (Trustee) By: /s/Gene E. Ploeger Gene E. Ploeger, Vice President (Name and title) By: /s/Amy E. Nolde Amy E. Nolde, Assistant Secretary (Name and title) EXHIBIT I Sec. 221.12, Wis. Stats. STATE OF WISCONSIN OFFICE OF COMMISSIONER OF BANKING 101 E WILSON ST, 5th FLOOR - P.O. BOX 7876 MADISON, WISCONSIN 53707-7876 Telephone (608) 266-1621 Fax (608) 267-6889 AMENDMENT TO ARTICLES OF INCORPORATION CERTIFICATION I, Richard L. Dean, Commissioner of Banking of the State of Wisconsin, do hereby certify that an amendment to the Articles of Incorporation of the FIRSTAR TRUST COMPANY, MILWAUKEE, WISCONSIN (Bank) (Location) of which a duly verified copy is hereto attached, was approved by the Office of Commissioner of Banking on the 5th day of February, 1996. This amendment relates to CHANGE IN BOARD OF DIRECTORS and was adopted by the stockholders of the above bank on the 29th day of January, 1996. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. Done at my office in the City of Madison this 5th day of February, 1996. ___________________________________ Richard L. Dean Commissioner of Banking NOTE: TO BE RECORDED BY THE REGISTER OF DEEDS TOGETHER WITH THE ATTACHED COPY OF THE AMENDMENT. amendment to Articles of Incorporation ________________________ Which Articles were filed/recorded in the office of the Register of Deeds for Milwaukee County on July 6, 1903. Recorded in Volume S of Corporations, Page(s) 134-137 as Document Number ____________________. We, Robert L. Webster as President, and James D. Hintz as Cashier of Firstar Trust Company do hereby certify that the following amendment to the Articles of Incorporation of this bank was approved 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 Milwaukee, Wisconsin, on January 29, 1996; and the said amendment was duly adopted by the affirmative vote of two-thirds of the 10,000 shares of outstanding capital stock, with 9,995 votes cast in the affirmative and 0 votes cast in the negative; and the following resolutions were adopted: RESOLVED That the Articles of Incorporation be amended by striking out the text of Article Fourth reading: "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, at 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." And inserting in lieu thereof the following paragraph: "The Board of Directors shall consist of such number of individuals, not less than five nor more than thirty, as from time to time shall be prescribed in the By-laws, at least two-thirds of whom shall be residents of Wisconsin. Each of said directors shall be elected for a term of one year and until his successor has been elected and qualified. "It was further resolved, That the President and Cashier of said bank be authorized, under the seal of the corporation, to file the proper certificates of such amendments with the Commissioner of Banking as provided by law." We, Robert L. Webster, President, and James D. Hintz, Cashier of the above-named bank, do solemnly swear that the foregoing is true to the best of our knowledge and belief. STATE OF WISCONSIN ss. COUNTY OF MILWAUKEE Subscribed and sworn to before me this 30 day of January, 1996. Diane M. Rampacek, Notary Public. My commission expires 1/3/99. 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 First Wisconsin 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, First Wisconsin 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. First Wisconsin Trust Company In presence of Sharon L. Gazzana By Robert L. Webster, President Sandra L. Belongia James Hintz, Cashier State of Wisconsin 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 First Wisconsin 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 1/3/99 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, at 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 February 19, 1997 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 five 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 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 and location of such meeting, and the names of directors absent; shall be subscribed by the presiding officer; and shall be 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 general office of this Corporation in the City of Milwaukee at least once each calendar quarter, immediately following the annual meeting of the shareholders of this Corporation on the third Thursday of February, at 8:00 a.m. on the third Thursday of May, August and November of each year, or at such other time or place as shall from time to time, be designated by the president or by resolution of the Board of Directors. If any other time 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 director at his last known address at least two (2) days prior to the holding of said meeting. 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 shall appoint Trust Investment Committee consisting of at least two (2) officers and at least four (4) directors who are not officers, which Committee shall meet at the general office of the Corporation at least once each calendar quarter, at 8:00 a.m. on the third Thursday of January, March, June and December of each year, or at such other time or place as shall from time to time be designated by the President or by resolution of the Board of Directors. If any hour other than 8:00 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 committee member at his last known address at least two (2) days prior to the holding of said meeting. The Trust Investment 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 may appoint a Loan Committee consisting of two (2) or more directors, which, if appointed, shall meet at least once calendar quarter at such time and place as shall from time to time be designated by the resolution of the Board of Directors, and shall determine policies as to renewals and applications for new loans. All loans in excess of the amount officers designated by the Board have been authorized by resolution to make shall be presented to the Loan Committee (or, if the Loan Committee has not been appointed, to the Board of Directs or the Executive Committee) for approval. The Board of Directors may by resolution designate officers who may make loans without the prior approval of the Loan Committee or the Board, subject to the provisions of the Wisconsin Statutes, the regulations of the Commissioner of Banks, and these By-laws. Section 6. Each year the Board of Directors shall appoint, from among its members, an Examining Committee consisting of at least three (3) directors, which upon receipt of a report of examination of the Corporation by the Division of Banking, shall have the duties specified in 221.0611(2), Wis. Stats... The Examining Committee shall also study and, if it deems necessary, recommend corrective action in response to any criticisms or suggestions contained in, reports of examination prepared by any other regulatory agency or the Firstar Corporation Auditing or Compliance areas, and shall perform such other duties as shall be prescribed from time to time by resolution of the Board of Directors. Meetings of the Examining Committee shall be called by the President as needed, and notice of a meeting shall be given by mailing the same to each committee member at his last known address at least two (2) days prior to the holding of said meeting. 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. Actual attendance at or participation in any meeting by any director or member of any committee waives any required notice unless the director or member, at the beginning of the meeting or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. 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 this 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. The officers of this Corporation shall be elected by a viva voce vote of the Board of Directors unless objection is made, whereupon such election shall be by ballot; provided, however, that whenever he deems it appropriate to take such action in the interim periods between meetings of the Board of Directors, the president may appoint any other officer. Any appointment made by the president shall take effect immediately but shall be reported and confirmed at the next regular meeting of the Board of Directors. 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. Section 2. The Board of Directors and, with respect to other officers and to the extent not inconsistent with actin taken by the Board of Directors, the president, shall have authority to define the duties and obligations of all officers, and to fill vacancies in offices. The Board of Directors and, with respect to other officers appointed by him and to the extent not inconsistent with action taken by the Board of Directors, the president, shall have the authority to fix the compensation of officers, to dismiss them at pleasure, 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 or, with respect to other officers, the president, 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 officer 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 such action, (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 resolution of the Board of Directors adopted at any regular or special meeting of the Board, or by vote of the stockholders representing a majority of the capital stock, such a vote to be taken at an annual or special meeting. 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/ Gene E. Ploeger Gene E. Ploeger, Vice President (Name and title) By: /s/ Amy E. Nolde Amy E. Nolde, Assistant Secretary (Name and title) Dated: June 9, 1997 EXHIBIT 7 FIRSTAR TRUST COMPANY BALANCE SHEET December 31, 96 95 $(000) $(000) ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances 71,523 58,893 Interest-bearing balances 0 0 Securities 35,030 31,640 Federal funds sold and securities purchased under agreements to resell: Federal funds sold 151,887 136,802 Securities purchased under agreements to 0 0 resell Loans and lease financing receivables: Loans and leases, net of unearned income 38,249 13,192 LESS: Allowance for loan and lease losses 73 73 LESS: Allocated transfer risk reserve 0 0 ------- ------- Loans and leases, net of unearned income, 38,176 13,119 allowance, and reserve Assets held in trading accounts 0 0 Premises and fixed assets (including 1,984 1,150 capitalized leases) Other real estate owned 0 0 Investments in unconsolidated subsidiaries and 0 0 associated companies Customers' liability to this bank on 0 0 acceptances outstanding Intangible assets 0 0 Other assets 17,422 11,067 ------- ------- Total assets 316,022 252,671 ======= ======= LIABILITIES Deposits: In domestic offices: Noninterest-bearing 288,221 226,031 Interest-bearing 215 221 ------- ------- Total domestic deposits 288,436 226,252 In foreign offices: 0 0 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased 744 580 Securities sold under agreements to repurchase 0 0 Demand notes issued to the U.S. Treasury 0 0 Other borrowed money 0 0 Mortgage indebtedness and obligations under 0 0 capitalized leases Bank's liability on acceptances executed and 0 0 outstanding Notes and debentures subordinated to deposits 0 0 Other liabilities 7,131 7,788 ------- ------- Total liabilities 296,311 234,620 Limited-life preferred stock 0 0 EQUITY CAPITAL Perpetual preferred stock 0 0 Common stock 1,000 1,000 Surplus 12,638 12,141 Undivided profits and capital reserves 5,935 4,409 LESS: Net unrealized loss on marketable equity 138 501 securities ------- ------- Total equity capital 19,711 18,051 ------- ------- Total liabilities, limited-life preferred 316,022 252,671 stock, and equity capital ======= ======= FIRSTAR TRUST COMPANY INCOME STATEMENT December 31, 96 95 $(000) $(000) Interest Income Interest and fee income on loans: Loans secured by real estate 14 23 Loans to finance agricultural production and 0 0 other loans to farmers Commercial and industrial loans 155 199 Loans to individuals for household, family, and other personal expenditures: Credit cards and related plans 0 0 Other 0 0 Loans to foreign governments and official 0 0 institutions Obligations (other than securities and leases) of states and political subdivisions in the U.S.: Taxable obligations 0 0 Tax-exempt obligations 0 0 All other loans 0 0 Income from lease financing receivables: Taxable leases 0 0 Tax-exempt leases 0 0 Interest income on balances due from 0 0 depository institutions Interest and dividend income on securities: U.S. Treasury securities and U.S. Government 2,254 1,804 agency and corporation obligations Securities issued by states and political subdivisions in the U.S.: Taxable securities 0 0 Tax-exempt securities 38 39 Other domestic debt securities 34 130 Foreign debt securities 0 0 Equity securities (including investments in 0 581 mutual funds) Interest income from assets held in trading 0 0 accounts Interest income on federal funds sold and securities purchased under agreements to resell 4,876 2,961 ------- -------- Total interest income 7,371 5,737 Interest expense Interest on deposits: Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) 0 0 Nontransaction accounts: Money market deposit accounts (MMDAs) 0 0 Other savings deposits 7 7 Time certificates of deposit of $100,000 or 0 0 more All other time deposits 0 0 Expense of federal funds purchased and securities sold under agreements to repurchase 47 73 Interest on demand notes issued to the U.S. 0 13 Treasury and on other borrowed money Interest on mortgage indebtedness and 0 0 obligations under capitalized leases Interest on notes and debentures subordinated 0 0 to deposits ------- -------- Total interest expense 54 93 ------- -------- Net interest income 7,317 5,644 Provisions: Provision for loan and lease losses 0 0 Provision for allocated transfer risk 0 0 December 31, 96 95 $(000) $(000) Noninterest income Income from fiduciary activities 67,306 0 Service charges on deposit accounts 0 0 Trading gains (losses) and fees from foreign 0 0 exchange transactions Other foreign transaction gains (losses) 0 0 Gains (losses) and fees from assets held in 0 0 trading accounts Other noninterest income: Other fee income 729 64,415 All other noninterest income 3,735 2,872 ------- ------- Total noninterest income 71,770 67,287 Gains (losses) on securities not held in 0 0 trading accounts Noninterest expense Salaries and employee benefits 25,803 22,442 Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage 6,139 6,125 interest) Other noninterest expense 24,457 21,651 ------- ------- Total noninterest expense 56,399 50,218 ------- ------- Income (loss) before taxes and extraordinary 22,688 22,713 items and other adjustments Applicable income taxes 9,162 9,165 ------- ------- Income (loss) before extraordinary items and 13,526 13,548 other adjustments Extraordinary items and other adjustments: Extraordinary items and other adjustments, 0 0 gross of income taxes Applicable income taxes 0 0 ------- ------- Extraordinary items and other adjustments, net 0 0 of income taxes ------- ------- Net income (loss) 13,526 13,548 ======= ======= CHANGES IN EQUITY CAPITAL Total equity capital originally reported at end 18,051 15,379 of previous calendar year Equity capital adjustments from amended Reports 0 0 of Income, net ------- ------- Amended balance at end of previous calendar 18,051 15,379 year Net income (loss) 13,526 13,548 Sale, conversion, acquisition, or retirement of 497 27 capital stock, net Changes incident to business combination, net 0 0 LESS: Cash dividends declared on preferred 0 0 stock LESS: Cash dividends declared on common stock 12,000 11,500 Cumulative effect of changes in accounting 0 0 principles from prior years Corrections of material accounting errors from 0 0 prior years Change in net unrealized loss on marketable (363) 597 equity securities Other transactions with parent holding company 0 0 ------- ------- Total equity capital at end of period 19,711 18,051 ======= ======= FIRSTAR TRUST COMPANY CHANGES IN ALLOWANCE FOR LOAN AND LEASE LOSSES AND IN ALLOCATED TRANSFER RISK RESERVE December 31, '96 95 $(000) $(000) Allowance for loan and lease losses: Balance originally reported at end of previous 73 73 year Recoveries 0 0 LESS: Charge-offs 0 0 Provision for loan and lease losses 0 0 Adjustments 0 0 ------- -------- Balance at end of period 73 73 ======= ======== Allocated transfer risk reserve: Balance originally reported at end of previous 0 0 year Recoveries 0 0 LESS: Charge-offs 0 0 Provision for allocated transfer risk 0 0 Adjustments 0 0 ------- ------- Balance at end of period 0 0 ======= ======= PAST DUE AND NONACCRUAL LOANS, LEASES AND OTHER ASSETS Loans, leases, and other assets past due 90 days or more and still accruing: Real estate loans 0 0 Installment loans 0 0 Credit cards and related plans 0 0 Commercial (time and demand) and all other 469 0 loans Lease financing receivables 0 0 ------- ------- Total past due and still accruing 469 0 ======= ======= Nonaccrual: Real estate loans 0 0 Installment loans 0 0 Credit cards and related plans 0 0 Commercial (time and demand) and all other 0 0 loans Lease financing receivables 0 0 -------- ------- Total nonaccrual 0 0 ======== ======= OFF BALANCE SHEET ITEMS Standby letters of credit 0 0 Amount of standby letters of credit conveyed 0 0 to others ======== ======= -----END 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